Inflection Point Acquisition Corp. V 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the consolidated financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented. Management’s Report on Internal Controls Over Financial Reporting As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2025. This Annual Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information During the quarter ended December 31, 2025, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K; and (ii) there was no information that was required to be disclosed on a Current Report on Form 8-K during such quarter that was not so disclosed. Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections Not applicable. 45 PART III Item 10. Directors and Executive Officers of the Registrant Directors and Executive Officers Our officers and directors are as follows: Name Age Title Michael Blitzer 48 Chairman, Chief Executive Officer and Director Zikang Wu 33 Chief Financial Officer and Director Kevin Shannon 30 Chief Operating Officer William Denkin 58 Director Steven Tannenbaum 65 Director Carolyn Trabuco 56 Director Michael Blitzer has served as our Chairman, Chief Executive Officer and a Director since September 2025. Additionally, he has served since October 2024 as the Chairman and CEO of Inflection Point Acquisition Corp. III (“ Inflection Point III ”), a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Air Water Ventures Holdings Limited on August 25, 2025. Mr. Blitzer served as President, CEO and a director of Inflection Point Acquisition Corp. IV (“ Inflection Point IV ”), a special purpose acquisition company, from July 2025 until the completion of its business combination with Merlin Labs, Inc. in March 2026. Mr. Blitzer served as CEO and director of Inflection Point Acquisition Corp. II (“ Inflection Point II ”), a special purpose acquisition company, from March 2023 until the completion of its business combination with USA Rare Earth, LLC in March 2025, and previously served as co-CEO and director of Inflection Point Acquisition Corp. (“ Inflection Point I ”), a special purpose acquisition company, from February 2021 until the completion of its business combination with Intuitive Machines, LLC in February 2023. He currently sits on the board of directors of Merlin, Inc. (Nasdaq: MRLN), on the board of directors and audit committee of Intuitive Machines, Inc. (Nasdaq: LUNR) and is the chair of the board of directors of USA Rare Earth, Inc. (Nasdaq: USAR). Mr. Blitzer is the founder and co-CEO of Kingstown Capital Management (“ Kingstown ”), which he founded in 2006 and grew to a multi-billion asset manager with some of the world’s largest endowments and foundations as clients. Over 19 years, Kingstown has invested in public and private equities, SPACs, PIPEs, and derivatives. At Kingstown, Mr. Blitzer has overseen and participated in nearly all the firm’s investment decisions including countless public and private investments in disruptive growth industries. Mr. Blitzer brings an in-depth understanding of public markets and has invested in a variety of corporate transactions such as spin-offs, rights offerings, public offerings, privatizations, and mergers & acquisitions. Mr. Blitzer began his Wall Street career at J.P. Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund Gotham Asset Management, which was founded by the author and investor Joel Greenblatt. Mr. Blitzer taught courses in Investing at Columbia Business School for five years in the 2010s. He holds an M.B.A. from Columbia Business School and a B.S. from Cornell University where he received the Cornell Tradition Fellowship. Mr. Blitzer is a trustee of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee. We believe Mr. Blitzer is qualified to serve on our board of directors due to his extensive investment, financial, managerial and oversight experience as an investor and board member. Zikang Wu , our Chief Financial Officer and a Director, previously served as our Chairman and Chief Executive Officer from May 2024 until the completion of the Sponsor Transfer Transaction. He is the founder and president of First Cover, Inc., a New York-based risk, compliance, and corporate services provider formed in April 2021. At First Cover, Mr. Wu has advised numerous publicly traded companies, emphasizing his expertise in public company listings, particularly within the SPAC sector. From June 2023 to December 2023, Mr. Wu served as Chief Executive Officer, Chief Financial Officer, and Chairman of Healthcare AI Acquisition Corp., a SPAC that has entered into a business combination agreement with Leading Group Limited, a provider of insurance products in the People’s Republic of China. Additionally, Mr. Wu is the Chief Executive Officer of Tigerless Health, Inc., a US direct-to-consumer Insurtech company that he founded in September 2018. Mr. Wu holds a Bachelor’s degree in accounting and finance from Lehigh University. We believe that Mr. Wu is well qualified to serve on the board of directors due to his experience in the SPAC industry and his relationships and contacts. Kevin Shannon has served as our Chief Operating Officer since September 2025. Additionally, he has served as the COO of Inflection Point III since November 2024 and as the COO of Inflection Point IV from July 2025 to March 2026. He served as Chief of Staff of Inflection Point II from March 2023 to March 2025 and previously served as Chief of Staff of Inflection Point I from March 2021 to February 2023. In his role as Chief of Staff for Inflection Point II and Inflection Point I, Mr. Shannon was an active participant in all target search, negotiation, and due diligence workstreams. Mr. Shannon is a founder and partner of Inflection Point Asset Management, which he co-founded with Michael Blitzer in 2024. Inflection Point Asset Management invests in concentrated SPAC sponsor and PIPE positions, primarily focused on backing the Inflection Point franchise of SPACs. Mr. Shannon also currently serves as Capital Markets Advisor for Intuitive Machines, Inc and as Special Advisor to USA Rare Earth, Inc. Prior to Inflection Point Asset Management, Mr. Shannon was a Principal at The Venture Collective from April of 2023 to March of 2024 helping to source and diligence later stage investments for the venture capital firm. Before that, Mr. Shannon was a Senior Analyst at Kingstown from March of 2021 to March of 2023. Mr. Shannon began his career in Equity Capital Markets at Bank of America, spending time working across the Technology, Industrials, Equity-Linked, and SPAC teams within ECM. Mr. Shannon holds a B.A. from Colgate University. 46 William Denkin has served as our Director since September 2025. Additionally, he currently serves on the board of directors of Inflection Point III. Since April 2019, Mr. Denkin has been retired and managing his personal investments. Mr. Denkin served as Managing Director at Cowen and Company from April 2016 to April 2019. Prior to that, he served as Managing Director at CRT Capital Group (f/k/a Credit Research Trading) from June 1994 to April 2016. Mr. Denkin began his career as a trader at Shearson Lehman in 1989, where worked until 1991. He holds an M.B.A. from Columbia Business School and a B.S. in Economics from Colgate University. We believe Mr. Denkin is qualified to serve on our board of directors due to his extensive investment, trading and financial services experience. Steven Tannenbaum has served as our Director since September 2025. Additionally, he serves as the President of Greenwood Investments, Inc., the general partner of several investment partnerships focusing on investments in public and private equities and development of commercial real estate since 1995. Mr. Tannenbaum began his career as an energy futures contract trader and member of the New York Mercantile Exchange in 1984. Subsequently from 1987 to 1993 he managed physical oil and oil futures trading activities for Astroline Corporation and Tricon, USA. Mr. Tannenbaum received a Bachelor of Science degree in Business Administration from the School of Management at Boston University in 1981. We believe Mr. Tannenbaum is qualified to serve on our board of directors due to his extensive investment and managerial experience. Carolyn Trabuco has served as our Director since January 2026. Additionally, she has been serving as Founder and CEO of Thistledown Advisory Group, LLC, a USA-based strategic advisory and consulting firm. She also serves as a member of the board of directors of Merlin, Inc. (Nasdaq: MRLN), on which she has served since it went public in March 2026, as a member of the board of directors of USA Rare Earth, Inc. (Nasdaq:USAR), on which she has served since it went public in March 2025, and on the board of directors of Athena Technology Acquisition Corp. II (Nasdaq:ATEK) since November 2024. Prior to this, Ms. Trabuco previously served as an independent board member of Shimmick Corporation (Nasdaq:SHIM) from November 2023 to June 2025, as an independent director at Azul Brazilian Airlines (NYSE:AZUL), a commercial passenger airline she co-founded, from 2007 until April 2025, where she served as Compensation Committee Chair and member of the ESG Committee, as the lead independent director and audit committee member of Critical Metals Corp. (Nasdaq:CRML) from November 2022 to December 2024, and as a director at Sizzle Acquisition Corp. (Nasdaq:SZZL) from 2022-23. From 2009-2014, Ms. Trabuco was a portfolio manager and senior advisor at Astenbeck Capital Markets/Phibro Energy Trading LLC, with responsibility for investing in global resources and energy equities. Prior to that, Ms. Trabuco was a portfolio manager and senior equity research analyst at Pequot Capital Management where she established the firm’s investment presence in global metals, mining and steel and in Brazil. Ms. Trabuco began her investment career in Equity Research at Fidelity Investments and later at the Wall Street firms Lehman Brothers, Montgomery Securities and First Union Capital Markets. She is also an adjunct professor of finance at Sacred Heart University. Ms. Trabuco graduated from Georgetown University with a B.A. in Art History and an M.P.A. from Sacred Heart University in Public Administration. She holds certificates in Corporate Sustainability from Yale School of Management and in Compensation Committees from Harvard Business School. Number and terms of office of officers and directors Our board of directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Public Shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B Ordinary Shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of Steven Tannenbaum, will expire at our first annual general meeting. The term of office of the second class of directors, which consists of William Denkin and Carolyn Trabuco, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Michael Blitzer and Zikang Wu will expire at the third annual general meeting. 47 Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association. Committees of the Board of Directors Our board of directors has established two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by our board and has the composition and responsibilities described below. Audit Committee Our board of directors has established an audit committee of the board of directors. William Denkin, Steven Tannenbaum and Carolyn Trabuco, each an independent director, serve as the members of our audit committee. William Denkin serves as the chairperson of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Each member of the audit committee is financially literate and our board of directors has determined that Willam Denkin qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: ● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us; ● pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence; ● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered pubic accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; ● meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and ● reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. 48 Compensation Committee Our board of directors has established a compensation committee of our board of directors, all of whom are independent. The members of our compensation committee are Steven Tannenbaum, William Denkin and Carolyn Trabuco. Steven Tannenbaum serves as the chairperson of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including: ● reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation; ● reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; ● reviewing our executive compensation policies and plans; ● implementing and administering our incentive compensation equity-based remuneration plans; ● assisting management in complying with our proxy statement and annual report disclosure requirements; ● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; ● producing a report on executive compensation to be included in our annual proxy statement; and ● reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. Clawback Policy We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act. Director Nominations We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are William Denkin, Steven Tannenbaum and Carolyn Trabuco. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place. The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association. We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our board of directors. 49 Code of Ethics We have adopted a Code of Ethics applicable to our directors, officers and employees. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov . In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Annual Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only. Insider Trading Policy We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the Company’s securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations (the “Insider Trading Policy”). It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities. A copy of our Insider Trading Policy is attached as Exhibit 19.1 to this Annual Report. Conflicts of Interest Under Cayman Islands law, directors and officers owe the following fiduciary duties: ● duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; ● duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose; ● duty to not improperly fetter the exercise of future discretion; ● duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders; ● duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and ● duty to exercise independent judgment. In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director. 50 As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the Articles or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. The Articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to enter into an initial business combination Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations: Individual Entity Entity’s Business Affiliation Michael Blitzer Kingstown Capital Management, L.P. Asset management Founder and Co-Chief Investment Officer Kingstown Capital Partners, LLC Asset management Managing Member Kingstown Management GP LLC Asset management Managing Member Kingstown Partners Master Ltd, Kingstown Partners II, L.P., Kingstown 1740 Fund, LP and Kingfishers L.P. Investment Funds Funds managed by Kingstown Capital Management, LP and Kingstown Management GP LLC Inflection Point Asset Management LLC Asset management Director and Chief Investment Officer Inflection Point GP I LLC Asset management Manager and Member Inflection Point Fund I LP Investment Fund Fund managed by Inflection Point Asset Management LLC and Inflection Point GP I LLC Inflection Point Acquisition Corp. III Special purpose acquisition company Chairman and Chief Executive Officer Merlin, Inc. Aerospace Defense and Technology Director Intuitive Machines, Inc. Space exploration, infrastructure and services Director Inflection Point Acquisition Corp. VI Special purpose acquisition company Chairman and Chief Executive Officer USA Rare Earth, Inc. Manufacturing Chairman Zikang Wu First Cover, Inc. Professional Services Chief Executive Officer Tigerless Health, Inc. Insurance Director Kevin Shannon USA Rare Earth, Inc. Manufacturing Special Advisor Inflection Point Asset Management LLC Asset management Director and Portfolio Manager Inflection Point Fund I LP Investment Fund Fund managed by Inflection Point Asset Management LLC and Inflection Point GP I LLC Inflection Point Acquisition Corp. III Special purpose acquisition company Chief Operating Officer Inflection Point Acquisition Corp. VI Special purpose acquisition company Chief Operating Officer William Denkin Inflection Point Acquisition Corp. III Special purpose acquisition company Director Steven Tannenbaum Greenwood Investments Investment Funds President Carolyn Trabuco Thistledown Advisory Group, LLC Advisory and Consultancy Founder and Chief Executive Officer USA Rare Earth, Inc. Manufacturing Director Athena Acquisition Corp. II Special purpose acquisition company Director Merlin, Inc. Aerospace Defense and Technology Director 51 Limitation on Liability and Indemnification of Officers and Directors Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our Articles provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We have also entered into indemnification agreements with each of our current and former officers and directors. We have also entered into an indemnification agreement with the New Sponsor. Pursuant to such indemnification agreement, we will indemnify, exonerate and hold harmless the New Sponsor and its shareholders, members, directors, managers, officers, control persons, affiliates, agents, advisors, consultants and representatives (together with the New Sponsor, the “Indemnified Persons”) from and against any and all claims, losses, liabilities, obligations, judgments, settlements, fees, costs, expenses, and the like, arising out of or relating to any pending or threatened claim, action, suit, proceeding, or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relates to our operations or conduct of its business, a business combination, the New Sponsor’s ownership of our equity interests, and/or any claim against an Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of the Company, or any express or implied association with the Company or any of its affiliates. The Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Indemnified Person of any other agreement between such Indemnified Person and the Company, or (b) the willful misconduct, gross negligence or bad faith of such Indemnified Person. Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors. Item 11. Executive Compensation Executive Compensation No executive officer has received any cash compensation for services rendered to us. From February 12, 2025, through September 9, 2025, we paid the Prior Sponsor an aggregate fee of $1,667 per month for providing us with office space and certain office and secretarial services (the “ Monthly Administrative Fees ”). On September 9, 2025, we entered into the Administrative Services Termination Agreement with the Prior Sponsor and the Prior Sponsor forgave and fully discharged all outstanding fees under the Administrative Services Agreement. In connection with the Proposed Business Combination, prior to the completion of the Second Merger, GOWell will issue an aggregate of 4,481,250 ordinary shares of GOWell subject to vesting, forfeiture or other restrictions (the “ GOWell Restricted Shares ”) to certain of our officers and directors for services rendered to PubCo. The GOWell Restricted Shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, our Chairman and Chief Executive Officer, 1,105,312 shares to Kevin Shannon, our Chief Operating Officer, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, our independent directors. Additionally, the Sponsors and our officers and directors will be entitled to certain payments upon the completion of our initial business combination, including, but not limited to, reimbursement for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates. 52 None of the funds in the Trust Account will be used to compensate our officers or directors. Except as set forth above, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsors, our officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the business combination. However, as detailed above, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed above. After our initial business combination, members of our management team who remain with us may be paid consulting, management, or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to our shareholders. The amount of such compensation may not be known at the time of a shareholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC. Since our formation, we have not granted any stock options or stock appreciation rights or any other awards under long-term incentive plans to any of our executive officers or directors. Item 12. Security Ownership of Certain Beneficial Owners and Management and related Shareholder Matters The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this Annual Report by: ● each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; ● each of our officers and directors; and ● all of our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. The following table does not reflect record of beneficial ownership of the shares underlying the Rights included in the Units offered in the IPO or the Private Placement Units as these Rights are not convertible within 60 days of the date hereof. Class A Ordinary Shares Class B Ordinary Shares (2) Approximate Name and Address of Beneficial Owner (1) Number of Shares Beneficially Owned Approximate Percentage of Class Number of Shares Beneficially Owned Approximate Percentage of Class Percentage of Outstanding Ordinary Shares Directors and Executive Officers Michael Blitzer (3) – 0.0 % – 0.0 % 0.0 % Kevin Shannon – 0.0 % – 0.0 % 0.0 % Zikang Wu – 0.0 % – 0.0 % 0.0 % William Denkin – 0.0 % – 0.0 % 0.0 % Steven Tannenbaum – 0.0 % – 0.0 % 0.0 % Carolyn Trabuco – 0.0 % – 0.0 % 0.0 % All executive officers and directors as a group (six individuals) – 0.0 % – 0.0 % 0.0 % Five Percent Holders Maywood Sponsor, LLC (4) 2,153,750 19.7 % – 0.0 % 18.1 % Inflection Point Fund I LP (3) – 0.0 % 990,000 100.0 % 8.3 % Linden Capital L.P. (5) 840,772 7.7 % – 0.0 % 7.1 % Karpus Management, Inc. (6) 1,016,543 9.3 % – 0.0 % 8.5 % W. R. Berkley Corporation (7) 757,946 6.9 % – 0.0 % 6.4 % (1) Unless otherwise noted, the business address of each of the following is c/o Inflection Point Acquisition Corp. V, 167 Madison Ave, Suite 205 #1017, New York, NY 10016. (2) Interests shown consist solely of founder shares, classified as Class B Ordinary Shares. Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment. 53 (3) Inflection Point Fund I LP, the New Sponsor, is the record holder of such shares. Inflection Point GP I LLC (“ IPG ”) is the general partner of the New Sponsor. Michael Blitzer is the Chief Investment Officer of the New Sponsor and sole managing member of IPG. Each of IPG and Mr. Blitzer disclaim beneficial ownership of the shares held by the New Sponsor, except to the extent of their pecuniary interest therein. (4) Maywood Sponsor, LLC, our Prior Sponsor, is the record holder of such shares. Maywood Master, LLC is the managing member of the Prior Sponsor. Accordingly, it may be deemed to have or share beneficial ownership of the Class B Ordinary Shares held directly by the Prior Sponsor. (5) Relates to Class A Ordinary Shares held for the account of Linden Capital LP (“ Linden Capital ”) and one or more separately managed accounts (the “ Managed Accounts ”). Linden GP LLC (“ Linden GP ”) is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Class A Ordinary Shares held by Linden Capital. Linden Advisors LP (“ Linden Advisors ”) is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Siu Min (Joe) Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by Linden Capital and the Managed Accounts. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32 nd Floor, New York, New York 10022. Information derived from Amendment No. 1 to Schedule 13G filed on February 12, 2026. (6) Relates to Class A Ordinary Shares owned directly by accounts managed by Karpus Management, Inc., d/b/a Karpus Investment Management (“ Karpus ”). Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“ CLIG ”), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The principal business address of Karpus is 183 Sully’s Trail, Pittsford, NY 14534. Information derived from Amendment No. 2 to Schedule 13G filed by Karpus on February 13, 2026. (7) Relates to Class A Ordinary Shares held by W. R. Berkley Corporation and Berkley Insurance Company (collectively, “ Berkley ”). The principal business address of Berkley is 475 Steamboat Road, Greenwich, CT 06830. Information derived from Schedule 13G filed by Berkley on November 7, 2025. Our Sponsors and Representatives have agreed, subject to applicable securities laws, (A) to vote any shares owned by them in favor of any proposed business combination, (B) not to redeem any Founder Shares or Class A Ordinary Shares underlying the Private Placement Units in connection with a shareholder vote to approve a proposed initial business combination and (C) to waive liquidation rights with respect to their Founder Shares and Class A Ordinary Shares underlying the Private Placement Units. Our Sponsors and their controlling individuals and our executive officers are deemed to be our “promoters” as such term is defined under the federal securities laws. Equity Compensation Plans As of December 31, 2025, we had no compensation plans (including individual compensation arrangements) under which equity securities of the Company were authorized for issuance. Item 13. Certain Relationships and Related Transactions, and Director Independence Founder Shares On June 1, 2024, the Prior Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering and formation costs in exchange for 8,050,000 Founder Shares. On December 19, 2024, the Prior Sponsor forfeited an aggregate of 5,031,250 Founder Shares for no consideration, resulting in there being an aggregate of 3,018,750 Founder Shares outstanding, with up to 393,750 Founder Shares subject to surrender and forfeiture depending on the extent to which the Representatives’ over-allotment option is exercised. On February 14, 2025, simultaneously with the closing of the IPO, the Representatives fully exercised their over-allotment option, and accordingly, the 393,750 Founder Shares are no longer subject to surrender and forfeiture. The number of Founder Shares outstanding was determined based on the expectation that such Founder Shares would represent approximately 26% of the issued and outstanding shares after the IPO. On September 9, 2025, the Prior Sponsor entered into the Securities Transfer Agreement with the New Sponsor, pursuant to which the Prior Sponsor sold, and the New Sponsor purchased, an aggregate of 990,000 Founder Shares. Simultaneously with the sale by the Prior Sponsor of such Founder Shares, the Prior Sponsor converted the 2,028,750 Founder Shares retained by it on a one-for-one basis into Class A Ordinary Shares pursuant to the terms of the Class B Ordinary Shares in reliance on Section 3(a)(9) of the Securities Act, pursuant to which no commission or other renumeration was paid or given directly or indirectly for soliciting such exchange. 54 In connection with the Sponsor Transfer Transaction, the Prior Sponsor delivered executed resignation letters of each of the Company’s officers and directors (other than Zikang Wu, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer) to the New Sponsor. As a result and pursuant to the resignation letters, the Company’s existing officers and directors, other than Zikang Wu (in his capacities as Chief Financial Officer and director), were replaced with the persons indicated in “ Item 10—Directors and Executive Officers of the Registrant ” of this Annual Report. In connection with the appointments of the new officers and directors, the Company and each of the new officers and directors entered into a new form of Indemnification Agreement, a joinder to the Registration Rights Agreement, and the A&R Letter Agreement. Pursuant to the A&R Letter Agreement, each of the Sponsors, and our directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares or Class A Ordinary Shares issuable upon conversion thereof until the earliest of (i) one year after the completion of a business combination or earlier if, subsequent to a business combination, the closing price of the Class A Ordinary Shares (or shares of common equity of the combined company) equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any consecutive 30-trading day period commencing at least 150 days after the business combination and (ii) subsequent to a business combination, the date on which we consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Upon the consummation of an initial business combination, such lock-up may be superseded and replaced by a lock-up entered into with the target business. Private Placement of Units Simultaneously with the closing of the IPO, the Prior Sponsor and the Representatives purchased 265,625 Units in a private placement at a price of $10.00 per Unit, or $2,656,250 in the aggregate. The Private Placement Units purchased in the private placement may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until thirty (30) days after the completion of a business combination. Upon the consummation of an initial business combination, such lock-up may be superseded and replaced by a lock-up entered into with the target business. Working Capital Loans On February 12, 2025, we issued the Sponsor Loan in the form of an unsecured promissory note to the Prior Sponsor, pursuant to which we borrowed an aggregate principal amount of $500,000. On September 9, 2025, in connection with the Sponsor Transfer Transaction, pursuant to the Securities Transfer Agreement, the Prior Sponsor assigned its rights and obligations under the Sponsor Loan to the New Sponsor. On January 7, 2026, the Company and the Sponsor entered into an amendment to the Promissory Note, which increased the aggregate principal amount of the Promissory Note to $700,000 to reflect a $200,000 advance made by the New Sponsor to us for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 loan, only upon the closing of our initial business combination and, with respect to the additional $200,000 loan, upon the earlier of the closing of our initial business combination and its liquidation. We may not prepay the Promissory Note. In addition, in order to finance transaction costs in connection with the business combination, the New Sponsor or certain of our officers and directors may, but are not obligated to, provide us with working capital loans (the “ Working Capital Loans ”). If we complete an initial business combination, we would repay any such Working Capital Loans out of the proceeds of the Trust Account released to us, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units at a price of $10.00 per Unit. Such units would be identical to the Private Placement Units sold in the private placement consummated simultaneously with the IPO. In the event that we do not consummate an initial business combination during the completion window, and we liquidate and wind up, we may use a portion of proceeds held outside the Trust Account to repay any such Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of the date of this Annual Report, we had no outstanding borrowings under Working Capital Loans. Administrative Services Agreement The Administrative Services Agreement required us to pay the Prior Sponsor a total of $1,667 per month for office space, utilities and secretarial and administrative services, commencing on February 12, 2025, and extending through the earlier of the consummation of our initial business combination and our liquidation. On September 9, 2025, the Company and the Prior Sponsor entered into the termination agreement (the “ Termination Agreement ”), pursuant to which the Company terminated the Administrative Services Agreement, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder. 55 Sponsor Indemnification Agreement On September 9, 2025, in connection with the Sponsor Transfer Transaction, we and the New Sponsor entered into an indemnification agreement (the “ Sponsor Indemnification Agreement ”), pursuant to which we will indemnify, exonerate and hold harmless the New Sponsor and its shareholders, members, directors, managers, officers, control persons, affiliates, agents, advisors, consultants and representatives (each, an “ Indemnified Person ”) from and against any and all claims, losses, liabilities, obligations, judgments, settlements, fees, costs, expenses, and the like, arising out of or relating to any pending or threatened claim, action, suit, proceeding, or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relates to our operations or conduct of its business, our initial business combination, the New Sponsor’s ownership of equity interests of the Company, and/or any claim against an Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of the Company, or any express or implied association with us or any of our affiliates. The Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Indemnified Person of any other agreement between such Indemnified Person and the Company, or (b) the willful misconduct, gross negligence or bad faith of such Indemnified Person. Agreements Related to the Business Combination Business Combination Agreement On October 13, 2025, the Company, GOWell Technology Limited, a Cayman Islands exempted company, GOWell Energy Technology, a Cayman Islands exempted company, and IPCV Merger Sub Limited, a Cayman Islands exempted company, entered into the Business Combination Agreement (as amended on December 22, 2205 by Amendment No. 1 to the Business Combination Agreement). Pursuant to terms of the Business Combination Agreement and subject to the terms and conditions set forth therein: (a) the Company will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company, and (b) at least one Business Day after the First Merger, Merger Sub will merge with and into the Company, as a result of which the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving company and a wholly owned direct subsidiary of PubCo. The closing of the Proposed Business Combination is subject to required approval by the Company’s shareholders, GOWell’s shareholders, and the fulfilment of certain other terms and conditions set forth in the Business Combination Agreement. Company Support Agreement Concurrently with the execution of the Business Combination Agreement, on October 13, 2025, Hegro Well PTE. Ltd., a private company organized and existing under the laws of Singapore (“ Parent ”), who is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of 100% of the issued and outstanding ordinary shares of GOWell (the “ Company Ordinary Shares ”), entered into a support agreement with the Company, GOWell and PubCo (the “ Company Support Agreement ”), pursuant to which Parent has agreed to (a) vote the Company Ordinary Shares held by Parent (together with any other equity securities thereafter acquired by Parent, the “ Company Subject Securities ”) in favor of the Business Combination Agreement and the transactions contemplated thereby, (b) be bound by certain other covenants and agreements related to the Transactions, (c) be bound by certain transfer restrictions with respect to the Company Subject Securities and (d) waive its dissenter rights under Section 238 of the Cayman Islands Company Act (as revised) (the “ Cayman Act ”) and any other similar statute. The Company Support Agreement expires upon the earlier of the effective time of the Second Merger and the termination of the Business Combination Agreement. Sponsor Support Agreement In connection with the execution of the Business Combination Agreement, on October 13, 2025, we entered into a support agreement with the Sponsors, Representatives, GOWell and PubCo (the “ SPAC Holders Support Agreement ”). Pursuant to the SPAC Holders Support Agreement, each of the Sponsors and Representatives (collectively, the “ SPAC Holders ”, and the Company’s securities held by the SPAC Holders, collectively, the “ Sponsor Subject Securities ”), agreed to, among other things, (a) vote any Ordinary Shares held by such SPAC Holder, as applicable, in favor of the Shareholder Approval Matters (as defined therein) at any meeting of the shareholders to be called for approval of the Transactions (b) waive its anti-dilution rights under the Articles, (c) waive its dissenter rights under Section 238 of the Cayman Act and any other similar statute, (d) be bound by certain other covenants and agreements related to the Transactions, including, among other things, to not exercise their redemption rights with respect to any Ordinary Shares held by them, to not modify or amend any contract between the applicable SPAC Holder and the Company and take all actions as reasonably necessary to consummate the transactions contemplated by the Business Combination Agreement, and (e) be bound by certain transfer restrictions with respect to the Sponsor Subject Securities, in each case, on the terms and subject to the conditions set forth in the SPAC Holders Support Agreement. The SPAC Holders Support Agreement also provides that each of the SPAC Holders has agreed irrevocably to waive its redemption rights in connection with the consummation of the Transactions with respect to any Sponsor Subject Securities they may hold. The SPAC Holders Support Agreement expires upon the earlier of the effective time of the First Merger and the termination of the Business Combination Agreement. 56 Director Independence Nasdaq rules require that a majority of our board of directors be independent within one year of the IPO. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors have determined that William Denkin, Steven Tannenbaum and Carolyn Trabuco are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors have had and will have regularly scheduled meetings at which only independent directors are present. Item 14. Principal Accounting Fees and Services. The firm of Bush & Associates CPA, LLC, acts as our independent registered public accounting firm. The following is a summary of fees paid to Bush & Associates for services rendered. Audit Fees . During the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $15,000 and $25,000, respectively, for the services Bush & Associates performed in connection with our Initial Public Offering, quarterly filings and the audit of our December 31, 2025 and 2024, consolidated financial statements included in this Annual Report o. Audit-Related Fees. During the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were $0, for services related to the issuance of consents. Tax Fees . During the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were $0 for services related to tax compliance, tax advice and tax planning. All Other Fees . During the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were $0, for services related to other services and permitted due diligence services related to potential business combination. Pre-Approval Policy Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit). 57 PART IV Item 15. Exhibits, Financial Statements, and Schedules (a) The following documents are filed as part of this Form 10-K: (1) Financial Statements: Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 6797) F-2 Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024 F-4 Consolidated Statements of Changes in Shareholders’ (Deficit) Equity for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024 F-5 Consolidated Statements of Cash Flows for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024 F-6 Notes to Consolidated Financial Statements F-7 to F-16 (2) Consolidated Financial Statement Schedules: None. (3) Exhibits The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K. Exhibit No. Description 1.1 Underwriting Agreement, dated February 12, 2025, by and among Maywood Acquisition Corp., Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Seaport Global Securities LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025). 2.1 Business Combination Agreement, dated as of October 13, 2025, by and among Maywood Acquisition Corp., GOWell Technology Limited, IPCV Merger Sub Limited and GOWell Energy Technology (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on October 14, 2025). 2.2 Amendment to Business Combination Agreement, dated as of December 22, 2025, by and between Inflection Point Acquisition Corp. V and GOWell Technology Limited (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on December 22, 2025). 3.1 Third Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on November 21, 2025). 4.1 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-284082), filed with the SEC on January 23, 2025). 4.2 Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-284082), filed with the SEC on January 23, 2025). 4.3 Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-284082), filed with the SEC on January 23, 2025). 4.4 Rights Agreement, dated February 12, 2025, by and between Maywood Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025). 4.5 Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K (File No. 001-42518), filed with the SEC on April 15, 2025). 10.1 Investment Management Trust Agreement, dated February 12, 2025, by and between Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V) and the Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025). 10.2 Registration Rights Agreement, dated February 12, 2025, by and among Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, Seaport Global Securities LLC and the holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025). 10.3 Administrative Services Agreement, dated February 12, 2025, by and between Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V) and Maywood Sponsor LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025). 58 10.4 Form of D&O Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025). 10.5 Promissory Note, dated February 12, 2025, issued by Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V) to Maywood Sponsor, LLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025). 10.6 Private Placement Units Purchase Agreement, dated February 12, 2025, by and between Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V) and Maywood Sponsor LLC (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025). 10.7 Private Placement Units Purchase Agreement, dated February 12, 2025, by and between Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Seaport Global Securities LLC (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025). 10.8 Indemnification Agreement, dated as of September 9, 2025, by and between Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V) and Inflection Point Fund I LP (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on September 12, 2025). 10.9 Termination of the Administrative Services Agreement, dated September 9, 2025, by and between Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V) and Maywood Sponsor LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on September 12, 2025). 10.10 Amended and Restated Letter Agreement, dated September 9, 2025, by and among Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V), Maywood Sponsor LLC, Inflection Point Fund I LP, and each of the Company’s current and former directors and officers (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on September 12, 2025). 10.11 Company Support Agreement, dated as of October 13, 2025, by and among GOWell Technology Limited, Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V), GOWell Technology Limited and HegroWell PTE. Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on October 14, 2025). 10.12 SPAC Holder Support Agreement, dated as of October 13, 2025, by and among Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V), Inflection Point Fund I, LP, Maywood Sponsor, LLC, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, Seaport Global Securities LLC, GOWell Technology Limited and GOWell Energy Technology (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on October 14, 2025). 10.13 Amendment to Promissory Note, dated as of January 7, 2026, by and between Inflection Point Acquisition Corp. V and Inflection Point Fund I LP (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on January 9, 2026). 14.1 Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-284082), filed with the SEC on January 23, 2025). 19.1 Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-42518), filed with the SEC on April 15, 2025). 31.1* Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2* Certification of Principal Financial and Accounting Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1** Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2** Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Clawback Policy (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K (File No. 001-42518), filed with the SEC on April 15, 2025). 99.1 Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-284082), filed with the SEC on January 23, 2025). 99.2 Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-284082), filed with the SEC on January 23, 2025). 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema Document. 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB Inline XBRL Taxonomy Extension Labels Linkbase Document. 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed herewith. ** Furnished herewith. Item 16. Form 10-K Summary None. 59 SIGNATURES Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 23rd day of March, 2026. INFLECTION POINT ACQUISITION CORP. V By: /s/ Michael Blitzer Michael Blitzer President and Chief Executive Officer In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated. Name Position Date /s/ Michael Blitzer Chief Executive Officer and Chairman March 23, 2026 Michael Blitzer (Principal Executive Officer) /s/ Zikang Wu Chief Financial Officer and Director March 23, 2026 Zikang Wu (Principal Financial and Accounting Officer) /s/ Kevin Shannon Chief Operating Officer March 23, 2026 Kevin Shannon /s/ Steven Tannenbaum Director March 23, 2026 Steven Tannenbaum /s/ William Denkin Director March 23, 2026 William Denkin /s/ Carolyn Trabuco Director March 23, 2026 Carolyn Trabuco 60 INFLECTION POINT ACQUISITION CORP. V(F/K/A MAYWOOD ACQUISITION CORP.) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID Number 6797) F-2 Consolidated Financial Statements: Consolidated Balance Sheets as of December 31, 2025 and 2024 F-3 Consolidated Statements of Operations for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024 F-4 Consolidated Statements of Changes in Shareholders’ (Deficit) Equity for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024 F-5 Consolidated Statements of Cash Flows for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024 F-6 Notes to Consolidated Financial Statements F-7 to F-16 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Inflection Point Acquisition Corp. V OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS We have audited the accompanying consolidated balance sheets of Inflection Point Acquisition Corp. V (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, shareholders’(deficit) equity and cash flows for the year ended December 31, 2025, and for the period from May 31, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. SUBSTANTIAL DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS GOING CONCERN The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 1 to the consolidated financial statements, as of December 31, 2025, the Company had $25,745 in its operating bank account and a working capital deficit of $2,079,709, and the Company has incurred and expects to continue to incur significant costs in pursuit of a business combination. The Company is required to consummate a business combination by August 14, 2026, or else liquidate and dissolve. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Management’s plans regarding these matters, including its intention to consummate the proposed GOWell Business Combination prior to August 14, 2026, are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. BASIS FOR OPINION These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. CRITICAL AUDIT MATTERS Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters. /s/ Bush & Associates CPA LLC We have served as the Company’s auditor since 2024. Las Vegas, Nevada March 23, 2026 PCAOB ID Number 6797 F- 2 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) CONSOLIDATED BALANCE SHEETS December 31, 2025 December 31, 2024 Assets Cash $ 25,745 $ - Prepaid expenses 163,017 - Deferred offering costs associated with initial public offering - 131,602 Total current assets 188,762 131,602 Marketable securities held in trust account 89,339,290 - Total Assets $ 89,528,052 $ 131,602 Liabilities, Ordinary Shares subject to possible redemption, and Shareholders’ (Deficit) Equity Accounts payable and accrued expenses $ 2,268,470 $ 3,124 Due to related party - 111,190 Total current liabilities 2,268,470 114,314 Deferred underwriting fee 3,450,000 - Sponsor Loan Payable 500,000 - Total non-current liabilities 3,950,000 - Total Liabilities 6,218,470 114,314 Commitment and Contingencies (Note 7) Temporary equity – Class A ordinary shares subject to possible redemption Class A ordinary shares, $ 0.0001 par value; 8,625,000 shares subject to possible redemption at $ 10.36 per share as of December 31, 2025 ( zero as of December 31, 2024) 89,339,290 - Shareholders’ (Deficit) Equity Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued and outstanding - - Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; 2,294,375 shares issued and outstanding (excluding 8,625,000 shares subject to possible redemption) as of December 31, 2025 and zero shares issued and outstanding as of December 31, 2024 230 - Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 990,000 shares issued and outstanding (1) 99 302 Additional paid-in capital - 24,698 Accumulated deficit ( 6,030,037 ) ( 7,712 ) Total Shareholders’ (Deficit) Equity ( 6,029,708 ) 17,288 Total Liabilities, Ordinary Shares subject to possible redemption, and Shareholders’ (Deficit) Equity $ 89,528,052 $ 131,602 (1) Includes up to 393,750 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full by the underwriters (Note 6). The accompanying notes are an integral part of these consolidated financial statements. F- 3 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended For the Period from May 31, 2024 (inception) to December 31, 2025 December 31, 2024 Formation and operating costs $ 2,717,289 $ 7,681 General and administrative expenses - 31 Loss from Operations ( 2,717,289 ) ( 7,712 ) Other Income: Forgiveness of debt 12,502 - Interest earned on marketable securities held in trust account 3,089,290 - Interest Income 12,369 - Total other income 3,114,161 - Net Income (loss) $ 396,872 $ ( 7,712 ) Weighted average shares outstanding of Class A redeemable ordinary shares 7,561,644 - Basic and diluted net income per share, Class A redeemable ordinary shares $ 0.04 $ - Weighted average shares outstanding of Class A non-redeemable ordinary shares 860,955 - Basic and diluted net income per share, Class A non-redeemable ordinary shares $ 0.04 $ - Weighted average shares outstanding of Class B non-redeemable ordinary shares (1) 2,385,113 2,625,000 Basic and diluted net income per share, Class B non-redeemable ordinary shares $ 0.04 $ ( 0.00 ) (1) Includes up to 393,750 Class B ordinary shares that were subject to forfeiture until the over-allotment option was exercised in full by the underwriters (Note 6). The accompanying notes are an integral part of these consolidated financial statements. F- 4 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY FOR THE YEAR ENDED DECEMBER 31, 2025 AND THE PERIOD FROM MAY 31, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 Ordinary Shares Additional Total Class A Class B Paid-in Accumulated Shareholders’ Shares Amount Shares Amount Capital Deficit Deficit Balance - May 31, 2024 (Inception) - - - $ - $ - $ - $ - Founder shares issued to initial shareholder (1) - - 8,050,000 805 24,195 - 25,000 Cancellation of founder shares during the year - - ( 5,031,250 ) ( 503 ) 503 - - Net loss - - - ( 7,712 ) ( 7,712 ) Balance - December 31, 2024 - - 3,018,750 302 24,698 ( 7,712 ) 17,288 Sale of private placement units 265,625 27 - - 2,656,223 - 2,656,250 Conversion of Class B shares to Class A 2,028,750 203 ( 2,028,750 ) ( 203 ) - - - Fair value of rights included in public units - - - - 7,848,750 - 7,848,750 Allocated value of offering costs to ordinary shares - - - - ( 547,364 ) - ( 547,364 ) Remeasurement of ordinary shares subject to possible redemption - - - - ( 9,982,307 ) ( 3,334,063 ) ( 13,316,370 ) Subsequent measurement of ordinary shares subject to possible redemption - - - - - ( 417,209 ) ( 417,209 ) Adjustment in allocated value of offering costs to ordinary shares - - - - - 4,156 4,156 Accretion of Class A ordinary shares to redemption amount - - - - - ( 2,672,081 ) ( 2,672,081 ) Net Income - - - - - 396,872 396,872 Balance – December 31, 2025 2,294,375 $ 230 990,000 $ 99 $ - $ ( 6,030,037 ) $ ( 6,029,708 ) (1) Includes an aggregate of up to 393,750 Class B shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (Note 6). The accompanying notes are an integral part of these consolidated financial statements. F- 5 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) CONSOLIDATED STATEMENTS OF CASH FLOWS For the Year Ended December 31, 2025 For the period from May 31, 2024 (inception) through December 31, 2024 Cash Flows from Operating Activities: Net income (loss) $ 396,872 $ ( 7,712 ) Adjustments to reconcile net income to net cash used in operating activities: Income earned on marketable securities held in Trust Account ( 3,089,290 ) - Changes in operating assets and liabilities: Prepaid Expenses ( 163,017 ) - Accounts payable and accrued expenses 2,265,347 3,124 Related party payable ( 111,190 ) 111,190 Net cash used in operating activities ( 701,278 ) 106,602 Cash Flows from Investing Activities: Cash deposited in Trust Account ( 86,250,000 ) - Net cash used in investing activities ( 86,250,000 ) - Cash Flows from Financing Activities: Proceeds from issuance of founder shares - 25,000 Deferred offering costs associated with proposed public offering - ( 131,602 ) Proceeds received from the initial public offering, gross 86,250,000 - Proceeds received from private placement 2,656,250 - Proceeds from Sponsor Loan 500,000 - Offering costs paid ( 2,429,227 ) - Net cash provided by financing activities 86,977,023 ( 106,602 ) Net increase in cash 25,745 - Cash - beginning of the period - - Cash - ending of the period $ 25,745 $ - Supplemental disclosure of noncash investing and financing activities: Payment of deferred offering costs included in Related party payable balance $ 131,602 $ - Proceeds allocated to public rights $ 7,848,750 $ - Allocation of offering costs to ordinary shares subject to redemption $ 5,467,622 $ - Remeasurement adjustment on ordinary shares subject to possible redemption $ 13,316,372 $ - Subsequent measurement of ordinary shares subject to possible redemption $ 2,235,688 $ - Deferred underwriting commissions $ 3,450,000 $ - Reclassification of value for Class A ordinary shares $ 86,250,000 $ - Conversion of Class B shares to Class A shares $ 203 $ - The accompanying notes are an integral part of these consolidated financial statements. F- 6 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Inflection Point Acquisition Corp. V (f/k/a Maywood Acquisition Corp., the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 31, 2024. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “business combination”). The Company became effective on February 12, 2025. On February 14, 2025, the Company consummated its initial public offering of 7,500,000 units (“Units”), generating gross proceeds of $ 75,000,000 , which is described in Note 4. Each Unit consists of one Class A ordinary share (the “Public Shares”) and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination (the “Public Rights”). Additionally, on February 14, 2025, the underwriters fully exercised their over-allotment option, purchasing an additional 1,125,000 Units, generating additional gross proceeds of $ 11,250,000 . As a result, the total gross proceeds from the IPO and over-allotment reached $ 86,250,000 . Simultaneously with the closing of the IPO and over-allotment, the Company completed the sale of 265,625 Units (the “Private Placement Units”, and such sale, the “Private Placement”) at a price of $ 10.00 per Private Placement Unit in a private placement to Maywood Sponsor, LLC (the “Prior Sponsor”) and the representatives of the underwriters. Each Private Placement Unit consists of one Class A ordinary share and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of an initial business combination (the “Private Rights”, and together with the Public Rights, the “Rights”). Simultaneously with the closing of the IPO, pursuant to the Prior Sponsor’s promissory note (the “Sponsor Note”), the Prior Sponsor loaned $ 500,000 to the Company (the “Sponsor Loan”) at no interest. The proceeds of the Sponsor Loan were deposited into the Trust Account (defined below). The Sponsor Loan will be repaid upon the consummation of the Company’s initial business combination. The Sponsor Loan is not convertible into any securities of the Company. In the event the Company does not complete a business combination, the Sponsor Loan will only be repaid using funds held outside of the Trust Account. On January 7, 2026, the Company and the New Sponsor entered into an amendment to the Sponsor Note, as described in further detail below. Transaction costs of the IPO amounted to $ 6,010,829 , consisting of $ 2,156,250 of underwriting fees (excluding proceeds of $ 1,406,250 from underwriter’s purchase of Private Placement Units), $ 3,450,000 of deferred underwriting commission and $ 404,579 of other offering costs. These costs were charged to additional paid-in capital or accumulated deficit to the extent additional paid-in capital is fully depleted upon completion of the IPO. On November 19, 2025, the Company held an extraordinary general meeting. At the extraordinary general meeting, the Company’s shareholders approved (i) a proposal to change the name of the Company from “Maywood Acquisition Corp.” to “Inflection Point Acquisition Corp. V” (the “Name Change Proposal”) and (ii) a proposal that the Company’s third amended and restated memorandum and articles of association (as may be amended from time to time, the “Third A&R M&A”) be adopted in substitution for, and to the exclusion of, the existing second amended and restated memorandum and articles of association, to reflect the change of name (the “Articles Amendment Proposal”). The Name Change Proposal was proposed to reflect that it the Company is now led and back by the management team of Inflection Point Asset Management, LP. Each of the proposals was approved by the requisite vote of the shareholders. Each of the proposals is described in additional detail in the Company’s definitive proxy statement, dated October 27, 2025. In connection with such name change, the Company’s Class A ordinary shares, units, and rights will begin trading under the symbols “IPEX”, “IPEXU” and “IPEXR”, respectively, beginning on November 25, 2025. The CUSIP numbers of the Company’s securities did not change as a result of the name change. The Company has a wholly-owned subsidiary, IPCV Merger Sub Limited (“Merger Sub”), a Cayman Islands exempted company, incorporated on October 3, 2025, which was formed solely in contemplation of the proposed Business Combination with GOWell Technology Limited. (the “GOWell Business Combination”). Merger Sub has not commenced any operations and has only nominal assets and no liabilities or contingent liabilities, nor any outstanding commitments other than in connection with the GOWell Business Combination. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from May 31, 2024 (inception) through December 31, 2025, relates to the Company’s formation and the initial public offering (“IPO”) described below, and since the IPO, the Company’s search for a prospective business combination. The Company will not generate any operating revenue until after the completion of its initial business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. Business Combination The Company’s amended and restated memorandum and articles of association (the “Articles”) and the prospectus for its IPO provide that the Company will have 15 months from the closing its IPO (or up to 18 months if a definitive agreement for a business combination is signed within 15 months but not yet consummated) to complete a business combination (the “completion window”). If the Company fails to complete a business combination within this period, it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 % of the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $ 100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. F- 7 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On October 13, 2025, the Company, GOWell Technology Limited (“GOWell”), GOWell Energy Technology (“PubCo”), and Merger Sub entered into a Business Combination Agreement (as amended by Amendment No. 1 to the Business Combination Agreement, dated December 22, 2025, and as may be amended from time to time, the “Business Combination Agreement”), pursuant to which the Company will merge with and into PubCo, with PubCo continuing as the surviving entity, and, thereafter, Merger Sub will merge with and into GOWell, with GOWell continuing as a wholly owned subsidiary of PubCo. On December 22, 2025, the Company and GOWell Technology Limited entered into that certain Amendment No. 1 to the Business Combination Agreement in order to clarify the number of PubCo Series A Investor Warrants to be issued upon conversion of the Company Warrants at the Second Merger Effective Time (each as defined therein). The Trust Account Upon the closing of the IPO and the Private Placement, $ 86,250,000 ($ 10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement and Sponsor Loan were placed in a trust account (“Trust Account”) with Continental Stock Transfer & Trust Company acting as trustee and invested only in either (i) United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less, and/or in any open ended investment company registered under the Investment Company Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations, (ii) as uninvested cash, or (iii) an interest or non-interest bearing demand deposit account at a U.S. chartered commercial bank with consolidated assets of $ 100 billion or more selected by the trustee that is reasonably satisfactory to the Company. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Articles (A) to modify the substance or timing of obligation to offer redemption rights in connection with any proposed initial business combination or certain amendments to the Articles prior thereto or to redeem 100 % of our Public Shares if an initial business combination is not completed within the completion window; or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, from the closing of IPO, return of the funds held in the Trust Account to Public Shareholders as part of redemption of the Public Shares. The Nasdaq listing rules require that the Company must complete one or more business combinations having an aggregate fair market value of at least 80 % of the value of the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. Management may, however, structure an initial business combination such that the post-transaction company owns or acquires less than 100 % of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but will only complete such business combination if the post-transaction company owns or acquires 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company is required to provide its Public Shareholderswith the opportunity to redeem all or a portion of their Public Shares upon the completion of the business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. All of the Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with liquidation, if there is a shareholder vote or tender offer in connection with initial business combination and in connection with certain amendments to the Articles. In accordance with SEC guidance on redeemable equity instruments, redemption provisions not solely within the control of a company require ordinary shares subject to redemption to be classified outside of permanent equity. Accordingly, all of the Public Shares were presented as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. Given that the Class A ordinary shares sold as part of the Units in the IPO were issued with other freestanding instruments, the initial carrying value of Class A ordinary shares classified as temporary equity were the allocated proceeds determined in accordance with ASC 470-20. The accretion or remeasurement is recognized as a reduction to retained earnings, or in absence of retained earnings, additional paid-in capital. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Each Public Shareholder may elect to redeem their Public Shares without voting and, if they do vote, irrespective of whether they vote for or against the proposed business combination. In addition, the Company’s initial shareholders, directors and officers have entered into a letter agreement, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares (defined below) and Public Shares held by them in connection with the completion of a business combination. Sponsor Transaction On September 9, 2025, the Prior Sponsor entered into a Securities Transfer Agreement (the “Transfer Agreement”) with Inflection Point Fund I LP (the “New Sponsor”), pursuant to which the Prior Sponsor sold, and the New Sponsor purchased, 990,000 Class B ordinary shares for an purchase price of $ 1,300,000 and assigned the Sponsor Loan to the New Sponsor for $ 500,000 , for an aggregate purchase price of $ 1,800,000 (such transaction, the “Sponsor Transfer Transaction”). Pursuant to the terms of the Transfer Agreement, the Prior Sponsor converted its remaining 2,028,750 Class B ordinary shares into Class A ordinary shares and agreed to vote and restrict transfer of its retained securities in support of the Company’s initial business combination and related matters. F- 8 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into an Indemnification Agreement with the New Sponsor (the “Indemnification Agreement”). Pursuant to the Indemnification Agreement, the Company agreed to indemnify and hold harmless the New Sponsor and its affiliates, officers, directors, and related parties against certain claims and losses arising from the Company’s operations, business combination activities, or the New Sponsor’s ownership of the Company’s equity interests, except for claims resulting primarily from the New Sponsor’s breach of another agreement with the Company or from its willful misconduct, gross negligence, or bad faith. Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into a termination agreement, pursuant to which the Company terminated the Administrative Services Agreement with the Prior Sponsor, dated February 12, 2025, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of September 9, 2025. On September 9, 2025, in connection with the Sponsor Transfer Transaction, the Prior Sponsor delivered to the New Sponsor resignation letters from all of the Company’s officers and directors other than Zikang Wu, the Company’s Chairman, Chief Executive Officer, and Chief Financial Officer, in his capacity as Chief Financial Officer. Pursuant to such resignations and the vote of the holder of the Company’s Class B Ordinary Shares, effective September 11, 2025, the Company’s board of directors consists of Zikang Wu, Michael Blitzer, William Denkin and Steven Tannenbaum and Michael Blitzer was appointed as Chairman of the Board and Chief Executive Officer, and Kevin Shannon was appointed as Chief Operating Officer. Additionally, the Company, the Prior Sponsor, the New Sponsor, and the current and former officers and directors entered into an amended and restated letter agreement to reflect the change in management of the Company. Going Concern Consideration As of December 31, 2025, the Company had $ 25,745 in its operating bank account and a working capital deficit of $ 2,079,709 . Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a business combination. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 14, 2026, to consummate a business combination. It is uncertain whether the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to consummate the proposed GOWell Business Combination prior to August 14, 2026. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 14, 2026. Risks and Uncertainties Management continues to evaluate the impact of significant global events such as the Russia/Ukraine conflict and the ongoing conflicts in the Middle East, on the industry and has concluded that while it is reasonably possible that these could have a negative effect on the Company’s financial position, results of its operations and/or completion of its initial business combination, the specific impact is not readily determinable as of the date of these consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. F- 9 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2 – REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS During the preparation of the Company’s consolidated financial statements for the year ended December 31, 2025, the Company identified certain immaterial errors in its previously issued financial statements for the year ended December 31, 2024. The revisions primarily relate to: 1. The reclassification of changes in related party payable within the consolidated statement of cash flows from financing activities to operating activities of $ 111,190 ; 2. The reclassification of deferred offering costs associated with proposed public offering within the consolidated statement of cash flows from operating activities to financing activities of $ 131,602 ; 3. A correction on December 31, 2024 10-K Note 5 to reflect $ 111,190 as an advance from a related party, which was previously reported as $ 131,602 . The Company evaluated the materiality of these items, both individually and in the aggregate, and concluded that they were not material to the previously issued financial statements. Accordingly, the Company has revised the 2025 financial statements to correct these items. The impact of these revisions is reflected in the accompanying consolidated financial statements. NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the SEC. Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Company’s securities less attractive as a result, there may be a less active trading market for its securities and the prices of its securities may be more volatile. F- 10 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. An “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. This may make comparison of the Company’s consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standard used. The Company intends to take advantage of the benefits of this extended transition period. Use of Estimates The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of December 31, 2025 and 2024, the Company had $ 25,745 and zero in cash, respectively. The Company did not have any cash equivalents as of December 31, 2025 and 2024. Marketable Securities held in Trust Account As of December 31, 2025 and 2024, the Company had $ 89,339,290 and $ 0 , in marketable securities held in the Trust Account, respectively. Ordinary Shares Subject to Possible Redemption The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial business combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the IPO, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December 31, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ equity on the Company’s balance sheet, as summarized in the following table: Public offering proceeds $ 86,250,000 Less: Proceeds allocated to public rights ( 7,848,750 ) Allocation of offering costs related to redeemable shares ( 5,463,844 ) Add: Accretion of carrying value to redemption value 13,312,594 Ordinary shares subject to possible redemption, December 31, 2024 86,250,000 Add: Subsequent measurement of ordinary shares subject to possible redemption 3,089,290 Ordinary shares subject to possible redemption, December 31, 2025 $ 89,339,290 The Class A ordinary shares that are not subject to redemption and the Class B ordinary shares are classified as a component of shareholder’s equity since they are not subject to possible redemption outside of the Company’s control. F- 11 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $ 250,000 . As of December 31, 2025, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the consolidated financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s consolidated financial statements and prescribes a recognition threshold and measurement process for consolidated financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The provision for income taxes was deemed to be de minimis for the period from May 31, 2024 (inception) through December 31, 2025. Net Income (Loss) Per Ordinary Share Net Income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. At December 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, the diluted income (loss) per ordinary share is the same as basic income (loss) per ordinary share for the period presented. For the period from May 31, 2024 (inception) through December 31, 2024 Particulars Class A Redeemable Class A Non-Redeemable Class B Class A Redeemable Class A Non-Redeemable Class B Numerators: Allocation of net income (loss) $ 277,673 $ 31,615 $ 87,584 $ - $ - $ ( 7,712 ) Denominators: Weighted average shares outstanding 7,561,644 860,955 2,385,113 - - 7,000,000 Basic and diluted net income (loss) per share $ 0.04 $ 0.04 $ 0.04 $ - $ - $ ( 0.00 ) Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. F- 12 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2025 and 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, 2025 December 31, 2024 Assets: Marketable securities held in Trust Account 1 $ 89,339,290 $ — Cash 1 $ 25,745 $ — Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recent Accounting Standards In November 2024, the FASB issued Accounting Standards Update (“ASU”) Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the consolidated financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03. Management does not believe that any other recently issued, but not effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements. NOTE 4 – INITIAL PUBLIC OFFERING Pursuant to the IPO, the Company sold 7,500,000 Units at a price of $ 10.00 per Unit, generating gross proceeds of $ 75,000,000 . Each Unit consists of one Class A ordinary share and one Public Right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the Company’s initial business combination. Five Public Rights will entitle the holder to receive one Class A ordinary share (see Note 8). The Company will not issue fractional shares, so unless a holder purchased Units in multiples of five, such holder will not be able to receive or trade the fractional shares underlying the Public Rights. The Company also granted the underwriters a 45-day option to purchase up to an additional 1,125,000 Units to cover over-allotments, which was fully exercised on February 14, 2025, generating additional gross proceeds of $ 11,250,000 . NOTE 5 – PRIVATE PLACEMENT The Sponsor and the representatives of the underwriters purchased an aggregate of 265,625 Private Placement Units at a price of $ 10.00 per Unit, for a total purchase price of $ 2,656,250 , in a private placement that occurred simultaneously with the closing of the IPO. Each Private Placement Unit consists of one Class A ordinary share and one Private Right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of a business combination. The Private Placement Units are identical to the Units sold in the IPO, except that they are subject to certain transfer restrictions. A portion of the proceeds from the sale of the Private Placement Units was added to the IPO proceeds and deposited into the Trust Account. If the Company does not complete a business combination within the completion window (15 months after the closing of the IPO, or up to 18 months after the closing of the IPO if the Company has entered into a definitive agreement for our initial business combination), the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to applicable law). NOTE 6 – RELATED PARTY TRANSACTIONS Founder Shares On June 1, 2024, the Company approved the acquisition by the Prior Sponsor of an aggregate of 8,050,000 Class B ordinary shares of the Company (the “Founder Shares”) for an aggregate purchase price of $ 25,000 , or approximately $ 0.003 per share. On December 19, 2024, the Prior Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in 3,018,750 Founder Shares outstanding. Additionally, up to 420,000 Founder Shares were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option was not exercised. Since the underwriters fully exercised the over-allotment option, no Founder Shares were forfeited, and the total Founder Shares outstanding remained at 3,018,750 . F- 13 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On September 9, 2025, pursuant to the terms of the Transfer Agreement and the Articles, the Prior Sponsor converted 2,028,750 Class B ordinary shares into Class A ordinary shares. Following this conversion, the Company had an aggregate of redeemable 8,625,000 Class A ordinary shares, 2,294,375 non-redeemable Class A ordinary shares and 990,000 Class B ordinary shares issued and outstanding. Administrative Services Agreement On February 14, 2025, the Company entered into an agreement (the “Administrative Services Agreement”) with the Prior Sponsor stipulating that commencing on February 15, 2025 and through the earlier of the Company’s consummation of a business combination and its liquidation, to pay an aggregate of $ 1,667 per month for office space, utilities, and secretarial and administrative support. On September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into a termination agreement, pursuant to which the Company terminated the Administrative Services Agreement, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of September 9, 2025. Based on the termination of the Administrative Services Agreement, no further administrative fees will accrue, and for the year ended December 31, 2025, $ 12,502 was recorded as forgiveness of debt in the accompanying consolidated statement of operations. Due to Related Party The Sponsor paid certain formation, deferred offering, and operating expenses on behalf of the Company, totaling $ 111,190 during the period from May 31, 2024 (inception) through December 31, 2024. These advances are non-interest-bearing and payable on demand. The amount paid by the Prior Sponsor on behalf of the Company is included within due to related party on the Company’s consolidated balance sheet as of December 31, 2024 and 2025, and was fully settled by February 14, 2025. As of December 31, 2025 and 2024, the outstanding amount due to the related party was $ 0 and $ 111,190 , respectively. Sponsor Loan In connection with the closing of the IPO, the Prior Sponsor loaned the Company $ 500,000 pursuant to a non-interest bearing promissory note. The proceeds from the Sponsor Loan were deposited into the Trust Account. The Sponsor Loan is expected to be repaid upon the consummation of the Company’s initial business combination. The Sponsor Loan is not convertible into any securities of the Company. In the event the Company does not complete a business combination, the Sponsor Loan will only be repaid using funds held outside of the Trust Account. On September 9, 2025, pursuant to the Transfer Agreement, the Prior Sponsor sold and assigned the Sponsor Loan to the New Sponsor, consisting of the promissory note dated February 12, 2025, with a principal balance of $ 500,000 . The New Sponsor has waived any claim to repayment from the Trust Account with respect to the Sponsor Loan in the event that an initial business combination is not completed. Related Party Loans In order to finance transaction costs in connection with a business combination, the New Sponsor or an affiliate of the New Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans. In the event that a business combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans may be convertible into private placement units of the post business combination entity at a price of $ 10.00 per private placement unit at the option of the lender. Such private placement units would be identical to the Private Placement Units. As of December 31, 2025 and 2024, no such Working Capital Loans were outstanding. NOTE 7 – COMMITMENTS AND CONTINGENCIES Risks and Uncertainties The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation in the Middle East. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of tensions in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. The length and impact of the ongoing conflicts are highly unpredictable, and as such they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets. F- 14 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of tension in the Middle East and subsequent sanctions or related actions, could adversely affect the Company’s search for and completion of an initial business combination and any target business with which the Company may ultimately consummate an initial business combination. Registration Rights The holders of the Founder Shares, Private Placement Units (including the securities contained therein), and any securities that may be issued upon conversion of Working Capital Loans (if any) will be entitled to registration rights pursuant to a registration rights agreement. This agreement requires the Company to register such securities for resale. In the case of the Founder Shares, registration rights will apply only after they are converted into Class A ordinary shares. The holders of these securities are entitled to make up to three demands, excluding short-form demands, to register such securities. In addition, these holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 1,125,000 additional Units at the IPO price, less underwriting discounts and commissions, to cover over-allotments, if any. The underwriters fully exercised this option, bringing the total number of Units sold in the IPO to 8,625,000 Units. The underwriters were entitled to a cash underwriting discount of $ 0.25 per Unit, or $ 2,156,250 in total, payable upon the closing of the IPO. In addition, the underwriters are entitled to a deferred underwriting commission of $ 0.40 per Unit, or $ 3,450,000 in total. The deferred underwriting commission will be payable solely from amounts remaining in the Trust Account following properly submitted shareholder redemptions, less any funds required to be repaid to non-redeeming shareholders upon consummation of the initial business combination. The deferred fee will be paid to the underwriters only if the Company successfully completes a business combination, subject to the terms of the underwriting agreement. Assignment of Sponsor Loan On September 9, 2025, pursuant to the Transfer Agreement, the Prior Sponsor sold and assigned the Sponsor Loan to the New Sponsor, consisting of the promissory note dated February 12, 2025, with a principal balance of $ 500,000 . The New Sponsor has waived any claim to repayment from the Trust Account with respect to the Sponsor Loan in the event that an initial business combination is not completed. Indemnification Agreement Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into the Indemnification Agreement with the New Sponsor. Pursuant to the Indemnification Agreement, the Company agreed to indemnify and hold harmless the New Sponsor and its affiliates, officers, directors, and related parties against certain claims and losses arising from the Company’s operations, business combination activities, or the New Sponsor’s ownership of the Company’s equity interests, except for claims resulting primarily from the New Sponsor’s breach of another agreement with the Company or from its willful misconduct, gross negligence, or bad faith. F- 15 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 – STOCKHOLDER’S (DEFICIT) EQUITY Preferred Shares — The Company is authorized to issue up to 5,000,000 preferred shares with a par value of $ 0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2025 and 2024, there were no preferred shares issued or outstanding. Class A Ordinary Shares — The Company is authorized to issue up to 500,000,000 Class A ordinary shares, par value $ 0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote per share. As of December 31, 2025, the Company had 10,919,375 Class A ordinary shares issued and outstanding, consisting of 8,625,000 Class A ordinary shares sold as part of the Units in the IPO (including 1,125,000 shares issued pursuant to the full exercise of the underwriters’ over-allotment option), 2,028,750 Founder Shares that were converted into Class A ordinary shares on September 9, 2025 pursuant to the Transfer Agreement, and 265,625 Class A ordinary shares issued as part of the Private Placement Units sold to the Prior Sponsor and the representatives of the underwriters. The Class A ordinary shares sold in the IPO are subject to possible redemption and are classified as temporary equity in accordance with ASC 480-10-S99. The Class A ordinary shares issued as Founder Shares and the Class A ordinary shares included in the Private Placement Units are not subject to redemption and are classified as permanent equity. Each Unit consists of one Class A ordinary share and one Public Right to receive one-fifth (1/5) of a Class A ordinary share upon the consummation of the Company’s initial business combination. Only whole shares will be issued in exchange for Public Rights; fractional shares will be forfeited. Class B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares, par value $ 0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote per share. At December 31, 2025, the Company had 990,000 Founder Shares issued and outstanding. On June 1, 2024, the Prior Sponsor purchased 8,050,000 Class B ordinary shares (Founder Shares) for an aggregate purchase price of $ 25,000 . On December 19, 2024, the Prior Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in 3,018,750 Class B ordinary shares outstanding. On September 9, 2025, the Prior Sponsor sold, and the New Sponsor purchased, 990,000 Founder Shares for an aggregate purchase price of $ 1,300,000 . Pursuant to the Transfer Agreement and the Articles, the Prior Sponsor elected to convert the remaining 2,028,750 Class B ordinary shares into Class A ordinary shares. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all matters submitted to a vote of shareholders, except as required by law; provided that prior to the closing of a business combination, only holders of Class B ordinary shares have the right to vote on the appointment or removal of directors and on continuing the Company in a jurisdiction outside the Cayman Islands. The Founder Shares will automatically convert into Class A ordinary shares upon the consummation of a business combination, or earlier at the option of the holder, on a one-for-one basis, subject to certain anti-dilution adjustments. These adjustments ensure that the aggregate number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal approximately 26% of the total number of ordinary shares outstanding upon completion of the IPO, excluding certain equity-linked securities issued in connection with a business combination. Rights — Each Unit sold in the IPO includes one Public Right, and each Private Placement Unit sold in the Private Placement includes one Private Right. Each such Right entitles the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of the Company’s initial business combination. As of December 31, 2025, there were 8,625,000 Public Rights issued in connection with the IPO and 265,625 Private Rights included in the Private Placement Units purchased by the Prior Sponsor and representatives of the underwriters. Fractional shares will not be issued, and holders must hold Rights in multiples of five to receive a full Class A ordinary share. Any Rights not exchangeable into a whole share will expire worthless. The Rights are classified as equity in accordance with ASC 815, as they are indexed to the Company’s own stock and do not require cash settlement. The gross proceeds of the IPO were allocated to the Public Rights based on relative value, with $ 7,848,750 recorded in shareholders’ equity related to the Public Rights on February 14, 2025. The Rights are not remeasured to fair value on a recurring basis. Except in circumstances where the Company is not the surviving entity in a business combination, the Rights will automatically convert into Class A ordinary shares at the closing of the initial business combination. If the Company is not the surviving entity, each holder of a Right will be required to affirmatively convert their Rights in order to receive the applicable Class A ordinary shares. If the Company fails to consummate a business combination within the prescribed time frame, the Rights will expire worthless, and holders will not be entitled to receive any distribution from the Trust Account or other Company assets in respect of such Rights. F- 16 INFLECTION POINT ACQUISITION CORP. V (F/K/A MAYWOOD ACQUISITION CORP.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 – SEGMENT INFORMATION ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their consolidated financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company’s chief operating decision maker (“CODM”) has been identified as the Chief Executive Officer , who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Management has determined that the Company only has one operating segment. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and dividend earned on marketable securities held in Trust Account which include the accompanying statements of operations. The key measures of segment profit or loss reviewed by our CODM are interest earned on marketable securities held in Trust Account and formation and operational costs. The CODM reviews dividends earned on marketable securities held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operational costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the completion window. The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. NOTE 10 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statement was issued. Based upon this review, except as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statement, other than noted below. On January 7, 2026, the Company and Sponsor entered into an amendment (the “Promissory Note Amendment”) to that certain promissory note dated as of February 12, 2025 (as amended, the “Promissory Note”), which increased the aggregate principal amount of the Promissory Note to $ 700,000 to reflect a $ 200,000 advance made by Sponsor to the Company for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $ 500,000 loan, only upon the closing of SPAC’s initial business combination and, with respect to the additional $ 200,000 loan, upon the earlier of the closing of the Company’s initial business combination and its liquidation. The Promissory Note may not be prepaid by the Company. On January 20, 2026, the Company increased the size of the Board from four to five directors and appointed Carolyn Trabuco to serve as a Class II director, with a term expiring at the Company’s second annual meeting of shareholders. Ms. Trabuco was also appointed as a member of the audit committee of the Board. F-17