Inflection Point Acquisition Corp. V 10-K

ITEM 9A. CONTROLS AND PROCEDURES. Evaluation of Disclosure Controls and Procedures Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Principal Executive and Financial and Accounting Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based on this evaluation, our Principal Executive and Financial and Accounting Officer concluded that our disclosure controls and procedures were effective. Management’s Report on Internal Controls Over Financial Reporting This annual report does not include a report of management's assessment regarding internal control over financial reporting or an attestation report of the company's registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. 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, 2024, 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. 13 Table of Contents PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT Directors and Executive Officers Our current directors and executive officers are as follows: Name Age Position Zikang Wu 31 Chairman, Chief Executive Officer and Chief Financial Officer Zixun Jin 36 Director Hao Tian 31 Director Chao Yang 36 Director Zikang Wu , our Chairman, Chief Executive Officer and Chief Financial Officer, 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. Zixun Jin, a member of our board of directors, has over a decade of experience in operations management and data analysis. From 2013 to 2015, Mr. Jin demonstrated leadership as Operations Manager at European Dismantler Inc., where he oversaw operations, developed strategic plans, and optimized workflows. From 2015 to 2017, he served as a Unit Supply Specialist with the US Army 25th Infantry Division. From July 2018 to April 2022, he was an Analyst at Jeffrey Court Inc., and since May 2022, he has been a Senior Analyst at Niagara Bottling LLC. Additionally, Mr. Jin worked as a Data Mining Analyst at Lehigh University. Since January 2024, Mr. Jin has served as an independent director of Battery Future Acquisition Corp., a SPAC that has executed a definitive agreement for a business combination with Class Over Inc., an online education provider. He was previously an independent director of Healthcare AI from June 2023 to December 2023. Mr. Jin holds a Master’s degree in Industrial and Systems Engineering from Lehigh University and a Bachelor’s degree in Mechanical Engineering from Hefei University of Technology. We believe that Mr. Jin is well qualified to serve on the board of directors due to his experience in operations management and his relationships and contacts. Hao Tian, a member of our board of directors, is a risk manager at Amazon.com, Inc. (“Amazon”), bringing professional experience in due diligence investigation, anti-money laundering and sanctions compliance. Prior to joining Amazon, Mr. Tian was a lead associate at Kroll, LLC (formerly Duff & Phelps), an investigation and financial risk advisory firm headquartered in New York, working in its Toronto and Reston, VA offices, from 2018 to 2021. He began his career with the corporate security division at the World Bank Group based in Washington, D.C. Since January 2024, Mr. Tian has served as an independent director of Battery Future. He was previously an independent director of Healthcare AI from June 2023 to December 2023. Mr. Tian holds a Master’s degree from Georgetown University’s School of Foreign Service and a Bachelor’s degree in international relations and French studies from Lehigh University. We believe that Hao Tian is well qualified to serve on the board of directors due to his experience in financial risk and compliance matters. 14 Table of Contents Chao Yang, a member of our board of directors, has eight years of experience serving as the founder and Chief Executive Officer of TechWithU LLC, a consulting and recruiting firm for companies in the financial services, information technology and financial technology sectors. In his position with TechWithU LLC, Mr. Yang supervised the consulting teams in launching and executing large-scale projects, including anti-money laundering (AML) systems of banking clients and bank M&A projects. Mr. Yang received a master’s degree in electrical engineering from Steven Institute of Technology in 2014, and a Bachelor’s Degree in Electronical Engineering from Henan University of Urban Construction in 2011. We believe Mr. Yan is well qualified to serve on its board of directors due to his relationships, contacts and experience. Number and terms of office of officers and directors Our board of directors consists of four 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 will consist of Chao Yang, will expire at our first annual general meeting. The term of office of the second class of directors, which will consist of Hao Tian, will expire at the second annual general meeting. The term of office of the third class of directors, which will consist of Zikang Wu and Zixun Jin will expire at the third annual general meeting. 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. Executive officer and director compensation After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our stockholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. 15 Table of Contents 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 will operate under a charter that will be approved by our board and will have the composition and responsibilities described below. Audit Committee Our board of directors has established an audit committee of the board of directors. Zixun Jin, Hao Tian and Chao Yang, each an independent director, will serve as the members of our 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 Chao Yang qualifies as an “audit committee financial expert” as defined in applicable SEC rules. We will adopt an audit committee charter, which will detail 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. 16 Table of Contents Compensation Committee Our board of directors has established a compensation committee of our board of directors, all of whom will be independent. The members of our compensation committee will be Zixun Jin, Hao Tian and Chao Yang. We will adopt a compensation committee charter, which will detail 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 Zixun Jin, Hao Tian and Chao Yang. 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. 17 Table of Contents 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. 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 Form S-1 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 an insider trading policy governing the purchase, sale, and other dispositions of our securities that applies to our directors, officers, employees, and consultants. The policy generally prohibits the purchase, sale or trade of our securities with the knowledge of material nonpublic information. We believe our insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to our company. ITEM 11. EXECUTIVE COMPENSATION Executive Compensation No executive officer has received any cash compensation for services rendered to us. Commencing February 12, 2025 through the acquisition of a target business, we pay the Sponsor an aggregate fee of $1,667 per month for providing us with office space and certain office and secretarial services. Other than the foregoing fees and the repayment of loans that may be made by our Sponsors, officers, directors or their affiliates to us and payment of consulting, success or finder fees to our Sponsor, officers, directors, advisors, or their respective affiliates in connection with the consummation of our initial business combination, no compensation or fees of any kind, including finder’s fees, consulting fees or other similar fees, will be paid to our initial stockholders, special advisors, members of our management team or their respective affiliates, for services rendered prior to or in connection with the consummation of our initial business combination (regardless of the type of transaction that it is). However, they will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us. 18 Table of Contents 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 Rights included in the units offered in the Initial Public Offering or the Private Placement Units as these Rights are not convertible within 60 days of the date hereof. Class A Ordinary Shares Beneficially Owned Class B Ordinary Shares Beneficially Owned(2) Name and Address of Beneficial Owner (1) Number Percentage Number Percentage Maywood Sponsor, LLC(3) 125,000 * 3,018,750 100 % Zikang Wu -- -- -- -- Zixun Jin -- -- -- -- Hao Tian -- -- -- -- Chao Yang -- -- -- -- All officers and directors as a group (four persons) -- -- -- -- Harraden Circle Investments, LLC(4) 773,000 8.7 % -- -- * Less than one percent. (1) Unless otherwise noted, the business address of each of the following is c/o Maywood Acquisition Corp., 418 Broadway, #6441, Albany, NY 12207. (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, as described in the section entitled “ Description of Securities.” (3) Maywood Sponsor, LLC, our sponsor, is the record holder of such shares. Maywood Master, LLC is the managing member of our sponsor. Accordingly, it may be deemed to have or share beneficial ownership of the Class B Ordinary Shares held directly by our sponsor. (4) Represents Class A Ordinary shares directly beneficially owned by Harraden Circle Investors, LP (“Harraden Fund”), Harraden Circle Special Opportunities, LP (“Harraden Special Op Fund”), and Harraden Circle Strategic Investments, LP (“Harraden Strategic Fund”). Harraden Circle Investors GP, LP (“Harraden GP”) is the general partner to Harraden Fund, Harraden Special Op Fund, and Harraden Strategic Fund, and Harraden Circle Investors GP, LLC (“Harraden LLC”) is the general partner of Harraden GP. Harraden Circle Investments, LLC (“Harraden Adviser”) serves as investment manager to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and other high net worth individuals. Frederick V. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Fund, Harraden Special Op Fund, and Harraden Strategic Fund. The business address of each of the foregoing is 299 Park Avenue, 21 st Floor, New York, New York 10171. The information is derived from a Schedule 13G filed on February 20, 2025. 19 Table of Contents Our initial shareholders 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 Private Placement Shares 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 Private Placement Shares. 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, 2024, we had no compensation plans (including individual compensation arrangements) under which equity securities of the registrant were authorized for issuance. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE For a complete discussion regarding certain relationships and related transactions and our related party transaction policy, see the section titled “Certain Relationships and Related Party Transactions” contained in our prospectus dated February 12, 2025, incorporated by reference herein. Director Independence Nasdaq rules require that a majority of our board of directors be independent within one year of our initial public offering. 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). Upon the commencement of trading of our units on Nasdaq, we expect to have four “independent directors” as defined in Nasdaq rules and applicable SEC rules prior to completion of this offering. Our board of directors expects to determine that Zixun Jin, Hao Tian and Chao Yang are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The following is a summary of fees paid or to be paid to Bush & Associates, for services rendered. Audit Fees Audit fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Bush & Associates in connection with regulatory filings. The aggregate fees of Bush a& Associates for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with the SEC for the period from May 31, 2024 (inception) through December 31, 2024 totaled approximately $25,000. Audit-Related Fees Audit-related fees consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Bush & Associates for any audit-related fees for the period from May 31, 2024 (inception) through December 31, 2024, Tax Fees Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Bush & Associates for tax services, planning or advice for the period from May 31, 2024 (inception) through December 31, 2024, All Other Fees All other fees consist of fees billed for all other services. We did not pay Bush & Associates for any other services for the period from May 31, 2024 (inception) through December 31, 2024. Pre-Approval Policy Our audit committee was formed in connection with 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). 20 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENTS, AND SCHEDULES PART IV Item 15. Exhibit and Financial Statement 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: 6797) F-2 Balance Sheet F-3 Statement of Operations F-4 Statement of Changes in Shareholders’ Deficit F-5 Statement of Cash Flows F-6 Notes to Financial Statements F-7 (2) Financial Statement Schedules: All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they are not required or are not applicable. 21 Table of Contents (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 3.1 Amended and Restated Memorandum and Articles of Association.* 4.1 Specimen Unit Certificate.** 4.2 Specimen Ordinary Share Certificate.** 4.3 Specimen Rights Certificate.** 4.4 Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant.* 4.5 Description of the Registrant’s Securities. 10.1 Letter Agreement from each of the Registrant’s initial shareholders, officers and directors.* 10.2 Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.* 10.3 Registration Rights Agreement between the Company and certain security holders.* 10.4 Form of Indemnification Agreement.* 10.5 Administrative Services Agreement.* 14 Code of Ethics.** 19.1 Insider Trading Policy. 31.1 Certification of Principal Executive Officer and Principal Financial and Accounting 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 and Principal Financial and Accounting Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 97 Clawback Policy 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). * Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 14, 2025. ** Incorporated by reference to the Registrant’s Registration Statement on Form S-1 (SEC File No. 333-284082). ITEM 16. FORM 10-K SUMMARY None. 22 Table of Contents 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 15 th day of April, 2025. MAYWOOD ACQUISITION CORP By: /s/ Zikang Wu Zikang Wu 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/ Zikang Wu Chief Executive Officer and Chairman (Principal Executive Officer and Principal Financial and Accounting Officer) April 15, 2025 Zikang Wu /s/ Zixun Jin Director April 15, 2025 Zixun Jin /s/ Hao Tian Director April 15, 2025 Hao Tian /s/ Chao Yang Director April 15, 2025 Chao Yang 23 Table of Contents MAYWOOD ACQUISITION CORP. INDEX TO FINANCIAL STATEMENTS Page Financial Statements: Report of Independent Registered Public Accounting Firm (PCAOB ID: 6797) F-2 Balance Sheet as of December 31, 2024 F-3 Statement of Operations for the period from May 31, 2024 (Inception) through December 31, 2024 F-4 Statement of Changes in Shareholders’ Deficit for the period from May 31, 2024 (Inception) through December 31, 2024 F-5 Statement of Cash Flows for the period from May 31, 2024 (Inception) through December 31, 2024 F-6 Notes to Financial Statements F-7 F-1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Maywood Acquisition Corp, Inc. OPINION ON THE FINANCIAL STATEMENTS We have audited the accompanying condensed balance sheet of Maywood Acquisition Corp, Inc. (the “Company”) as of December 31, 2024, and the related statements of operations and comprehensive loss, stockholders’ equity and cash flows for the year ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the interim period then ended 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 financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 2 of the financial statements, as of December 31, 2024, the Company had no cash and a working capital deficit of $97,289. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Proposed Public Offering as discussed in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. BASIS FOR OPINION These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these 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 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 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 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 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 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 financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters. Bush & Associates CPA LLC We have served as the Company’s auditor since 2024. Henderson, Nevada April 15, 2025 PCAOB ID Number 6797 F-2 Table of Contents MAYWOOD ACQUISITION CORP. BALANCE SHEET December 31, 2024 Assets Current assets: Cash $ - Deferred offering costs associated with proposed public offering 131,602 Total Assets $ 131,602 Liabilities and Shareholders’ Deficit Current liabilities: Accounts payable $ 3,124 Due to related party 111,190 Total liabilities 114,314 Shareholders’ Deficit 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; 849,000 shares issued and outstanding - Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 3,018,750 shares issued and outstanding (1) 302 Additional paid-in capital 24,698 Accumulated deficit ( 7,712 ) Total Shareholders’ Deficit 17,288 Total Liabilities, and Shareholders’ Deficit $ 131,602 (1) Includes an aggregate of up to 393,750 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). The accompanying notes are an integral part of these financial statements. F-3 Table of Contents F-3 MAYWOOD ACQUISITION CORP. STATEMENT OF OPERATIONS For the Period from May 31, 2024 (Inception) through December 31, 2024 Formation and operating costs 7,681 General and administrative expenses 31 Loss from operations $ ( 7,712 ) Basic and diluted weighted average ordinary shares outstanding (1) 2,625,000 Basic and diluted net income per share $ ( 0.00 ) (1) Excludes an aggregate of up to 393,750 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). The accompanying notes are an integral part of these financial statements. F-4 Table of Contents MAYWOOD ACQUISITION CORP. STATEMENT OF CHANGES IN SHAREHOLDERS’ DEFICIT 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 Income - ( 7,712 ) ( 7,712 ) Balance - December 31, 2024 - - 3,018,750 $ 302 $ 24,698 $ ( 7,712 ) $ 17,288 (1) Includes an aggregate of up to 393,750 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). The accompanying notes are an integral part of these financial statement F-5 Table of Contents MAYWOOD ACQUISITION CORP. STATEMENT OF CASH FLOWS FOR THE PERIOD FROM MAY 31, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024 For the period from May 31, 2024 (Inception) through December 31, 2024 Cash Flows from Operating Activities: Net loss $ ( 7,712 ) Adjustments to reconcile net income to net cash used in operating activities: Changes in operating assets and liabilities: Deferred offering costs associated with proposed public offering ( 131,602 ) Accounts payable 3,124 Net cash used in operating activities ( 136,190 ) Cash Flows from Financing Activities: Proceeds from issuance of founder shares 25,000 Relayed party payables 111,190 Net cash provided by financing activities 136,190 Net increase in cash - Cash - beginning of the period - Cash - ending of the period $ - The accompanying notes are an integral part of these financial statement F-6 Table of Contents MAYWOOD ACQUISITION CORP . NOTES TO FINANCIAL STATEMENTS NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Maywood Acquisition Corp. (the “Company”) is a newly organized 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 has not selected any target business and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding an initial business combination with the Company. The Company may pursue an initial business combination in any industry or geographic location that it determines is attractive and in the best interests of its shareholders. As of December 31, 2024, the Company had not commenced any operations. All activity for the period from May 31, 2024 (inception) through December 31, 2024 relates to the Company’s formation and the proposed initial public offering (“Proposed Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end. The Company's ability to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 7,500,000 units (the "Units" and, with respect to the Class A ordinary shares included in the Units being offered, the "Public Shares") at $ 10.00 per Unit (or up to 8,625,000 Units if the underwriters' over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 237,500 private placement units (or 265,625 private placement units, if the underwriters' over-allotment option is exercised in full) at a price of $ 10.00 per private placement unit in a private placement to Maywood Sponsor, LLC (the "Sponsor") and the underwriters in the Proposed Public Offering that will close simultaneously with the Proposed Public Offering (see Note 4). NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern Consideration As of December 31, 2024, the Company had no cash and a working capital deficit of $ 97,289 . The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management plans to address this uncertainty through the Proposed Public Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within 18 months from the consummation of the Proposed Public Offering (the “Combination Period). The financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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. F-7 Table of Contents MAYWOOD ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. 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. F-8 Table of Contents MAYWOOD ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. 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. F-9 Table of Contents MAYWOOD ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) 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. 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. NOTE 3 – PROPOSED PUBLIC OFFERING The Company will offer for sale up to 7,500,000 Units (or up to 8,625,000 Units if the underwriters’ over-allotment option is exercised in full) at a price of $ 10.00 per Unit. Each Unit will consist of one Class A ordinary share and one right to receive one-fifth (1/5) of a Class A ordinary share upon consummation of a Business Combination. No fractional rights will be issued, and holders must hold rights in multiples of five to receive a full share. Any rights not sufficient to form a full share will expire worthless. F-10 Table of Contents MAYWOOD ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS NOTE 4 – PRIVATE PLACEMENT The Sponsor and underwriters have committed to purchase an aggregate of 237,500 private placement units (or 265,625 private placement units if the underwriters’ over-allotment option is exercised in full) at a price of $ 10.00 per unit, for an aggregate purchase price of $ 2,375,000 (or $ 2,656,250 respectively), in a private placement that will occur simultaneously with the closing of the Proposed Public Offering. Each Private Each Private Placement Unit will consist 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 a Business Combination. The Private Placement Units are identical to the Units being offered in the Proposed Public Offering except that they are subject to certain transfer restrictions. A portion of the proceeds from the sale of the Private Placement Units will be added to the proceeds from the Proposed Public Offering to be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the securities included in the Private Placement Units will expire worthless. NOTE 5 – RELATED PARTY TRANSACTIONS Founder Shares On June 1, 2024, the Company approved the acquisition by the 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 Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in 3,018,750 Founder Shares outstanding. Additionally, up to 393,750 Founder Shares are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised in full or in part. Administrative Services Agreement The Company plans to enter into an agreement to pay the Sponsor a total of up to $ 1,667 per month for business and administrative support services. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Promissory Note — Related Party On June 1, 2024, the Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Proposed Public Offering pursuant to a promissory note (the “Note”). The Note is non-interest bearing and is payable on December 31, 2024. Advances from Related Party The Sponsor paid certain formation, deferred offering, and operating expenses on behalf of the Company, totaling $ 131,602 during 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 amount due to the related party was $ 131,602 . F-11 Table of Contents MAYWOOD ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS NOTE 6 – COMMITMENTS AND CONTINGENCIES 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 will grant the underwriters a 45-day option to purchase up to 1,125,000 additional Units at the Proposed Public Offering price, less underwriting discounts and commissions, to cover over-allotments, if any. The underwriters will be entitled to a cash underwriting discount of $ 0.25 per Unit, or $ 1,875,000 in the aggregate (or up to $ 2,156,250 if the underwriters’ over-allotment option is exercised in full), payable upon the closing of the Proposed Public Offering. In addition, the underwriters are entitled to a deferred underwriting commission of $ 0.40 per Unit, or $ 3,000,000 in the aggregate (or up to $ 3,450,000 if the underwriters’ over-allotment option is exercised in full). Deferred commissions will be payable solely from amounts remaining in the Trust Account following properly submitted shareholder redemptions and 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 in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. NOTE 7 – STOCKHOLDER’S 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, 2024, there were no shares of preferred stock 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. At December 31, 2024, there were no Class A ordinary shares issued or outstanding. The Company’s Class A ordinary shares to be issued in the Proposed Public Offering are considered conditionally redeemable shares and will be classified as temporary equity in accordance with ASC 480. 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. 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 stockholders, 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. On June 1, 2024, the Sponsor purchased 8,050,000 Founder Shares for an aggregate purchase price of $ 25,000 . On December 19, 2024, the Sponsor forfeited 5,031,250 Founder Shares for no consideration, leaving 3,018,750 Founder Shares outstanding. Additionally, 393,750 Founder Shares remain subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised in full. 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 Proposed Public Offering, excluding certain equity-linked securities issued in connection with a Business Combination. F-12 Table of Contents MAYWOOD ACQUISITION CORP NOTES TO FINANCIAL STATEMENTS NOTE 7 – STOCKHOLDER’S EQUITY (CONTINUED) Rights — Each Unit issued in the Proposed Public Offering includes one right, entitling the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of a Business Combination. Rights will convert only upon the completion of a Business Combination and will expire worthless if the Company fails to consummate a Business Combination within the required timeframe. Holders of rights may not receive fractional shares. Instead, rights must be held in multiples of five to receive a whole Class A ordinary share, and any rights not sufficient to form a full 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 fair value of the rights is included in the allocation of proceeds from the Units issued in the Proposed Public Offering. NOTE 8 – SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheet date through March, the date that the financial statements were available to be issued. Based upon this review, other than as described within these financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements other than those described below. The registration statement for Maywood Acquisition Corp. (the “Company”) became effective on February 12, 2025. On February 14, 2025, the Company consummated the IPO of 8,625,000 units (“Units” and, with respect to the ordinary shares included in the Units being offered, the “Public Shares”), including 1,125,000 Units subject to the underwriters’ over-allotment option, generating gross proceeds of $ 86,250,000 , which is described in Note 3. Simultaneously, the Company completed the sale of 265,625 Units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit in a private placement to Maywood Sponsor, LLC and the underwriters, generating gross proceeds of $ 2,656,250 . F-13