Inflection Point Acquisition Corp. V 10-Q

Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations References to the “Company,” “our,” “us” or “we” refer to Maywood Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. Overview Maywood Acquisition Corp. (the “Company”) is a blank check company incorporated on May 31, 2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities (the “Business Combination”). As of June 30, 2025, the Company had not yet commenced operations. All activity since inception through June 30, 2025, relates to the Company’s formation, its initial public offering (the “IPO”), and the identification and evaluation of prospective target businesses for a Business Combination. The Company will not generate any operating revenues until the completion of a Business Combination. The Company generates non-operating income in the form of interest earned on the funds held in the Trust Account. The Company has selected December 31 as its fiscal year end. Initial Public Offering and Private Placement The Company’s registration statement for its initial public offering (the “IPO”) was declared effective on February 13, 2025. On February 14, 2025, the Company consummated the IPO of 8,625,000 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. Simultaneously with the closing of the IPO, the Company completed 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. Additionally, the Sponsor provided a non-interest bearing loan of $500,000 pursuant to a promissory note (the “Sponsor Loan”), which is expected to be repaid upon the consummation of a Business Combination. A total of $86,250,000, comprised of proceeds from the IPO, a portion of the private placement, and a portion of the Sponsor Loan, was deposited into a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. These funds will be used to fund redemptions of public shares upon the completion of a Business Combination or the liquidation of the Company if a Business Combination is not completed within the required timeframe. The remaining proceeds are held outside the Trust Account and are available to fund working capital needs. 18 Table of Contents Liquidity and Capital Resources As of June 30, 2025, the Company had cash of $496,072 held outside the Trust Account and working capital of $509,852. Cash used in operating activities for the six months ended June 30, 2025 was $230,951. This consisted primarily of changes in operating assets and liabilities and interest income earned on Trust Account funds. The Company intends to use the funds held outside the Trust Account to fund ongoing operations including identifying, evaluating, and conducting due diligence on potential Business Combination candidates. The Company believes that the available funds held outside the Trust Account as of June 30 2025, will be sufficient to operate for at least the next 12 months. However, if the Company’s estimates of the costs of identifying and completing a Business Combination prove to be inaccurate, or interest income is lower than expected, additional funding might be required. Such funding may be provided through loans from the Sponsor or other related parties, although there is no assurance that such funding will be available. Going Concern Consideration In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements—Going Concern,” the Company has determined that if a Business Combination is not consummated within the required timeframe, there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Results of Operations For the three months ended June 30, 2025, the Company reported net income of $861,511. This was comprised primarily of $903,585 in interest earned on investments held in the Trust Account and $4,868 of the interest income received on the Cash held outside the trust account, offset by $46,942 in formation and operating costs. For the six months ended June 30, 2025, the Company reported net income of $1,241,448. This was comprised primarily of $1,320,794 in interest earned on investments held in the Trust Account and $8,019 of the interest income received on the Cash held outside the trust account, offset by $87,365 in formation and operating costs. For the period from May 31, 2024 (inception date) to June 30, 2024, the Company reported net loss of $7,322. This was comprised primarily of formation and operating cost. Contractual Obligations Administrative Services Agreement On February 14, 2025, the Company entered into an agreement to pay its Sponsor a monthly fee of $1,667 for office space and administrative support services. For the quarter ended June 30, 2025, the Company incurred $7,502 under this agreement. Sponsor Loan In connection with the IPO, the Sponsor loaned $500,000 to the Company under a non-interest bearing, non-convertible promissory note. The loan is expected to be repaid upon the consummation of a Business Combination. If no Business Combination occurs, the Sponsor has waived any claim against the Trust Account for repayment. 19 Table of Contents Deferred Underwriting Fee The underwriters are entitled to a deferred fee of $3,450,000, which will only become payable upon the successful completion of a Business Combination. Critical Accounting Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses. Significant estimates include the fair value measurements of the assets held in trust and the carrying value of Class A ordinary shares subject to possible redemption. The Company’s management evaluates these estimates on an ongoing basis. Actual results could differ from those estimates. As of June 30, 2025, the Company has not identified any critical accounting estimates. Recent Accounting Standards In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures . This standard enhances interim and annual segment disclosures, requiring reporting of significant segment expenses and additional insights into the measures used by the chief operating decision maker (“CODM”) to assess performance. The ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has determined that it operates in a single operating segment and the CODM reviews financial results on a consolidated basis. As such, the adoption of ASU 2023-07 does not have a material impact on the Company's financial statements or disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires enhanced disclosure of income taxes paid and disaggregated effective tax rate reconciliations. This standard is effective for public companies for fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact of this ASU but does not expect it to materially affect its financial statements. Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. Item 3 – Quantitative and Qualitative Disclosures About Market Risk We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.