Inflection Point Acquisition Corp. V 10-K

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS All statements other than statements of historical fact included in this Form 10-K including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this Form 10-K, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Overview 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, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses with enterprise values of approximately $250 million to $1 billion. The Company is an early stage and emerging growth company and, as such, it is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2024, the Company had not yet commenced any operations. All activity through December 31, 2024 relates to the Company’s formation, initial capitalization, and activities in preparation for its initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination. The Company expects to generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds of the IPO. The Company has selected December 31 as its fiscal year end. On February 14, 2025, the Company consummated its IPO of 8,625,000 units (the “Units”), including 1,125,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of $86,250,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one right (the “Public Right”), with each Public Right entitling the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of a Business Combination. Simultaneously with the closing of the IPO, the Company consummated a private placement of 265,625 units (the “Private Placement Units”) at a price of $10.00 per unit, generating gross proceeds of $2,656,250. The Private Placement Units were purchased by the Company’s sponsor, Maywood Sponsor, LLC (the “Sponsor”), and the underwriters. Each Private Placement Unit consists of one Class A ordinary share and one right (the “Private Right”). The Private Placement Units are substantially similar to the Units sold in the IPO, subject to certain limited exceptions regarding transfer restrictions and liquidation rights. Additionally, the Sponsor loaned the Company $500,000 (the “Sponsor Loan”), which was deposited into the trust account established in connection with the IPO (the “Trust Account”) to ensure that the amount in trust was equal to $10.00 per public share sold in the IPO. The Sponsor Loan bears no interest, is repayable upon consummation of a Business Combination, and will be forfeited if the Company does not complete a Business Combination. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Loan. The Company’s Units, Class A ordinary shares, and Rights were approved for listing on the Nasdaq Global Market (“Nasdaq”) and commenced trading on March 7, 2025, under the symbols “MAYAU,” “MAYA,” and “MAYAR,” respectively. Substantially all of the net proceeds from the IPO, Private Placement, and Sponsor Loan are held in the Trust Account, which will be invested in U.S. government securities with a maturity of 185 days or less, or in money market funds that comply with Rule 2a-7 of the Investment Company Act, until the earlier of: (i) the completion of a Business Combination or (ii) the distribution of the funds in the Trust Account to the Company’s public shareholders. 7 Table of Contents The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of a Business Combination, either: (i) in connection with a general meeting called to approve such Business Combination or (ii) by means of a tender offer. If the Company seeks shareholder approval, it will proceed with a Business Combination only if it receives an ordinary resolution under Cayman Islands law, which requires the affirmative vote of holders of a majority of the shares represented at a general meeting. If the Company seeks shareholder approval of a Business Combination and does not conduct redemptions pursuant to the tender offer rules, the Company’s amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate or any other person acting as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than 15% of the Public Shares without the Company’s prior written consent. The Sponsor, officers, and directors (the “Initial Shareholders”) have agreed: (a) to vote their Founder Shares and any public shares they acquire in favor of a Business Combination; (b) not to propose any amendment to the Company’s charter to affect the timing or substance of the redemption obligation unless public shareholders are offered an opportunity to redeem; (c) not to redeem any shares in connection with a shareholder vote to approve a Business Combination; and (d) to waive rights to liquidating distributions with respect to the Founder Shares and Private Placement Shares if no Business Combination is completed within the required timeframe. The Company will have 15 months (or up to 18 months with extensions) from the closing of the IPO to complete a Business Combination (the “Combination Period”). If the Company fails to complete a Business Combination within the Combination Period, it will: (i) cease all operations except for the purpose of winding up; (ii) redeem the public shares at a per-share price equal to the amount then held in the Trust Account (net of permitted withdrawals), and (iii) as promptly as reasonably possible, subject to applicable law and approval of the Company’s board of directors, liquidate and dissolve. There will be no redemption rights or liquidating distributions with respect to the rights or private placement units, which will expire worthless if a Business Combination is not completed. The Sponsor has agreed that it will be liable to the Company, if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.10 per share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Results of Operations As of December 31, 2024, the Company has not commenced any operations. The only activity through December 31, 2024, was the formation of the Company and preparation for the IPO. For the period from May 31, 2024 (inception) to December 31, 2024, the Company incurred a net loss of $(7,712), primarily consisting of formation and audit-related expenses. Liquidity and Capital Resources As of December 31, 2024, the Company had no cash and had not yet consummated its initial public offering (“IPO”). The Company’s liquidity needs prior to the IPO were satisfied through a $25,000 capital contribution from the Sponsor in exchange for Founder Shares. Further, the Sponsor agreed to provide up to $300,000 under a non-interest-bearing promissory note to fund offering and formation costs, no amounts had been drawn under the note as of December 31, 2024. Additionally, the Sponsor paid certain offering and formation expenses on behalf of the Company totalling $111,190, which are non-interest-bearing and payable on demand. 8 Table of Contents On February 14, 2025, the Company consummated its IPO of 8,625,000 units, including 1,125,000 units issued pursuant to the underwriters’ full exercise of their over-allotment option, generating gross proceeds of $86,250,000. Simultaneously with the closing of the IPO, the Company completed a private placement of 265,625 units at a price of $10.00 per unit, generating gross proceeds of $2,656,250. In addition, the Sponsor provided a $500,000 non-interest-bearing loan (the “Sponsor Loan”), which was deposited into the Trust Account to ensure that $10.00 per public share was placed in trust. The Sponsor Loan will be repaid upon the completion of a Business Combination. If a Business Combination is not completed, the Sponsor has waived any claims against the Trust Account, and the funds will be distributed to public shareholders. Following the IPO and after payment of offering expenses, the Company had access to approximately $305,000 of funds held outside the Trust Account to fund working capital needs. The Sponsor, an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide additional working capital loans to finance transaction costs in connection with a Business Combination (the “Working Capital Loans”). As of the date of this filing, no Working Capital Loans have been issued. Management believes that the funds held outside the Trust Account will be sufficient to fund the Company’s operations for at least the next 12 months from the issuance date of these financial statements. Off-Balance Sheet Arrangements As of December 31, 2024, the Company did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. Contractual Obligations As of December 31, 2024, the Company had not yet consummated its initial public offering and therefore had not entered into any material contractual obligations. However, upon the closing of the Company’s initial public offering on February 14, 2025, the Company became subject to the following material contractual obligations: ● Registration Rights Agreement : Holders of the Founder Shares, Private Placement Units, and any units issuable upon conversion of Working Capital Loans are entitled to registration rights pursuant to a registration rights agreement. The agreement provides for demand and “piggy-back” registration rights, subject to certain conditions. The Company will bear the expenses associated with the registration of such securities. ● Underwriting Agreement: Upon the closing of the IPO and full exercise of the underwriters’ over-allotment option, the underwriters became entitled to a deferred underwriting commission of $3,450,000. The deferred underwriting commission will be payable solely upon the consummation of the Company’s initial Business Combination and will be paid from the funds held in the Trust Account. ● Administrative Services Agreement: Concurrent with the closing of the IPO, the Company entered into an administrative services agreement with the Sponsor, pursuant to which the Company will pay the Sponsor $1,667 per month for office space, utilities, and administrative support. This agreement will terminate upon the earlier of the consummation of a Business Combination or the Company’s liquidation. Related Party Transactions Founder Shares On June 1, 2024, the Company issued an aggregate of 8,050,000 Class B ordinary shares (the “Founder Shares”) to Maywood Sponsor, LLC (the “Sponsor”) for an aggregate purchase price of $25,000 in cash, or approximately $0.003 per share. On December 19, 2024, the Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in the Sponsor holding 3,018,750 Founder Shares. The Founder Shares include an aggregate of up to 393,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Initial Shareholders will collectively own approximately 26% of the Company’s issued and outstanding shares after the IPO (assuming the Initial Shareholders do not purchase any Public Shares in the IPO and excluding the securities underlying the Private Placement Units). 9 Table of Contents The Initial Shareholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees) until the earlier of (i) one year after the completion of the Company’s initial Business Combination, or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination, the Founder Shares will be released from the lock-up restrictions. Administrative Services Agreement Upon the closing of the IPO, the Company entered into an administrative services agreement with the Sponsor pursuant to which the Company will pay the Sponsor $1,667 per month for office space and administrative support services. This arrangement will terminate upon the earlier of the completion of a Business Combination or the Company’s liquidation. Promissory Note — Related Party On June 1, 2024, the Sponsor agreed to loan the Company up to $300,000 under a non-interest-bearing promissory note to cover expenses related to the Proposed Public Offering. The promissory note was payable on December 31, 2024. As of December 31, 2024, a total of Nil was outstanding under the note. Advances from Related Party The Sponsor paid certain formation, deferred offering, and operating expenses on behalf of the Company, totaling $131,602 for the period from May 31, 2024 (inception) through December 31, 2024. These advances are non-interest-bearing and payable on demand. As of December 31, 2024, the outstanding balance due to the Sponsor was $131,602. Critical Accounting Policies The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We had identified the following as its critical accounting policies: Basis of Presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. 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. 10 Table of Contents 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 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 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 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. The Company had no cash and cash equivalents as of December 31, 2024. Deferred Offering Costs Deferred offering costs consist of legal, accounting and other expenses incurred through the balance sheet date that are directly related to the Proposed Public Offering. Upon completion of the Proposed Public Offering, offering costs associated with the ordinary shares and the rights will be charged to stockholder’s equity since both the public and private units are expected to qualify for equity classification. Should the Proposed Public Offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operating expenses. Ordinary Shares Subject to Possible Redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Shares of conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as a component of stockholder’s equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, upon completion of the Proposed Public Offering, the Class A ordinary shares will be presented at redemption value as temporary equity, outside of the stockholder’s equity section of the Company’s balance sheet. The Class B ordinary shares are classified as a component of stockholder’s equity since they are not subject to possible redemption outside of the Company’s control. 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 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. 11 Table of Contents ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for 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, 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, 2024. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Net Loss Per Common Share Net loss per common share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 393,750 Class B ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 5 and 7). At December 31, 2024, 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, diluted loss per common share is the same as basic loss per common share for the period presented. 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. 12 Table of Contents 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. Recently issued accounting standard Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Not required for smaller reporting companies. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA This information appears following Item 15 of this Report and is included herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.