Financial Performance - The company reported a net income of $70,891 for the three months ended September 30, 2025, compared to a net loss of $365 for the same period in 2024[8]. - For the nine months ended September 30, 2025, the company reported a net income of $1,312,339, compared to a net loss of $(7,687) for the same period in 2024[13]. - For the three months ended September 30, 2025, the Company reported net income of $70,891, primarily from $914,894 in interest earned on marketable securities held in the Trust Account[120]. - For the nine months ended September 30, 2025, the Company reported net income of $1,312,339, with $2,235,688 in interest earned on marketable securities held in the Trust Account[121]. Assets and Liabilities - As of September 30, 2025, total assets amounted to $88,835,774, a significant increase from $131,602 as of December 31, 2024[5]. - Total current liabilities were $660,725 as of September 30, 2025, compared to $114,314 as of December 31, 2024, indicating a substantial increase in liabilities[5]. - The company had total non-current liabilities of $3,950,000 as of September 30, 2025, with a deferred underwriting fee of $3,450,000 included[5]. - The total shareholders' deficit was $(4,260,639) as of September 30, 2025, compared to a surplus of $17,288 as of December 31, 2024[5]. - The accumulated deficit as of September 30, 2025, was $(4,260,968), an increase from $(7,712) as of December 31, 2024[10]. Initial Public Offering (IPO) - The Company generated gross proceeds of $86,250,000 from its initial public offering (IPO) and over-allotment, with 7,500,000 units sold at $10.00 per unit[17]. - The total transaction costs of the IPO amounted to $6,010,829, which included $2,156,250 in underwriting fees and $3,450,000 in deferred underwriting commissions[19]. - The Company completed its IPO on February 14, 2025, raising gross proceeds of $86,250,000 from the sale of 8,625,000 units at $10.00 per unit[114]. - The Company sold 7,500,000 Units at a price of $10.00 per Unit during the IPO, generating gross proceeds of $75,000,000[62]. - An additional 1,125,000 Units were purchased by underwriters, generating gross proceeds of $11,250,000[63]. - The Sponsor and underwriters purchased 262,500 Private Placement Units for a total of $2,625,000[64]. Business Combination - The company has until August 14, 2026, to complete its initial business combination following the definitive agreement with GOWell Technology Limited[21]. - The company has until August 14, 2026, to consummate a business combination, or it will face mandatory liquidation[119]. - The company intends to consummate the proposed GOWell Business Combination prior to the deadline[34]. - The Company entered into a Business Combination Agreement on October 13, 2025, to merge with GOWell Technology Limited, with PubCo continuing as the surviving entity[101]. Cash and Working Capital - As of September 30, 2025, the company had $289,580 in its operating bank account and a working capital deficit of $310,639[33]. - As of September 30, 2025, the Company had cash of $289,580 held outside of the Trust Account and a working capital deficit of $310,639[118]. - The company placed $86,250,000 in a trust account, which is intended for use in completing its initial business combination[22]. Operating Activities - The company incurred net cash used in operating activities of $(437,444) for the nine months ended September 30, 2025[13]. - The company has not commenced any operations and will not generate operating revenue until after the completion of its initial business combination[16]. Shareholder Information - The weighted average shares outstanding of Class A redeemable ordinary shares was 8,625,000 for the three months ended September 30, 2025[8]. - As of September 30, 2025, the Company had 10,919,375 Class A ordinary shares issued and outstanding[88]. - The Company has a total of 8,625,000 Class A redeemable ordinary shares and 990,000 Class B ordinary shares outstanding after recent conversions[93]. - The company reported a net income allocation of $51,294 for Class A redeemable shares for the three months ended September 30, 2025, resulting in a basic and diluted net income per share of $0.01[50]. Administrative and Compliance Matters - The Company entered into an Administrative Services Agreement for $1,667 per month for office space and administrative support[69]. - The Company terminated its Administrative Services Agreement with the Prior Sponsor on September 9, 2025, resulting in a forgiveness of debt of $12,502[123]. - The company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[37]. - The company has not recognized any unrecognized tax benefits or accrued interest and penalties as of September 30, 2025[47]. - The provision for income taxes was deemed de minimis from May 31, 2024, through September 30, 2025[48]. - The company has not made any adjustments to the carrying amounts of assets or liabilities in anticipation of liquidation after August 14, 2026[34]. - The company has not disclosed any material changes to the risk factors since its IPO prospectus dated February 12, 2025[137]. - There were no changes in internal control over financial reporting that materially affected the company during the most recently completed fiscal quarter[135]. - The company’s disclosure controls and procedures were evaluated as effective as of September 30, 2025[134]. Market and Economic Factors - The geopolitical instability from the Russia-Ukraine conflict and tensions in the Middle East may impact the Company's business combination efforts[76]. - The Company has a 15-month completion window for its initial business combination, extendable to 18 months under certain conditions[66]. Accounting and Financial Reporting - The Company is evaluating the impact of ASU 2023-09 on its financial statements, which requires detailed income tax disclosures effective after December 15, 2024[60]. - The company does not expect any recently issued accounting standards to materially affect its unaudited condensed financial statements[130]. - As of September 30, 2025, the company had no critical accounting estimates to disclose[127].

Core Points - Monteverde & Associates PC is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report, having recovered millions for shareholders [1] - The firm is currently investigating Maywood Acquisition Corp. (NASDAQ: MAYA) regarding its merger with GOWell Technology Limited, focusing on the fairness of the deal for Maywood shareholders [1] Company Overview - Monteverde & Associates PC is a national class action securities firm based in the Empire State Building, New York City, with a successful track record in trial and appellate courts, including the U.S. Supreme Court [2] - The firm emphasizes that no one is above the law and offers free consultations for shareholders with concerns [2] Contact Information - The firm can be contacted via email or telephone for inquiries related to shareholder concerns [3]

Financial Position - Total assets as of June 30, 2025, amounted to $88,127,668, compared to $131,602 as of December 31, 2024[10] - Total liabilities as of June 30, 2025, were $3,973,511, compared to $114,314 as of December 31, 2024[10] - The accumulated deficit as of June 30, 2025, was $(3,416,965), an increase from $(7,712) as of December 31, 2024[10] - As of June 30, 2025, the Company had cash held in the Trust Account amounting to $87,570,794[61] - The Company has cash of $496,072 held outside the Trust Account and working capital of $509,852 as of June 30, 2025[108] Income and Revenue - Net income for the six months ended June 30, 2025, was $1,241,448, a significant increase from a loss of $7,322 for the same period in 2024[13] - The company reported interest income of $1,328,813 for the six months ended June 30, 2025, compared to $0 for the same period in 2024[13] - The Company reported a net income allocation of $623,923 for the three months ended June 30, 2025, and $829,414 for the six months ended June 30, 2025[56] - As of June 30, 2025, the Company reported net income of $861,511 for the three months ended June 30, 2025, primarily from $903,585 in interest earned on investments held in the Trust Account[111] - For the six months ended June 30, 2025, the Company reported net income of $1,241,448, consisting of $1,320,794 in interest earned on investments held in the Trust Account[112] Initial Public Offering (IPO) - The Company completed its Initial Public Offering (IPO) by selling 7,500,000 Units at a price of $10.00 per Unit, generating gross proceeds of $75,000,000[68] - The Company completed its IPO on February 14, 2025, selling 8,625,000 units at $10.00 per unit, generating gross proceeds of $86,250,000[105] - The Company generated gross proceeds of $86,250,000 from its initial public offering (IPO) and over-allotment[26] - An additional 1,125,000 Units were sold to underwriters to cover over-allotments, generating an extra $11,250,000 in gross proceeds[69] - The Sponsor and underwriters purchased 262,500 Private Placement Units at $10.00 per Unit, totaling $2,625,000, which were added to the IPO proceeds[70] Costs and Expenses - Formation and operating costs for the three months ended June 30, 2025, were $46,942, leading to a loss from operations of $46,942[13] - The total transaction costs amounted to $6,010,829, including $2,156,250 in underwriting fees and $3,450,000 in deferred underwriting commissions[28] - The underwriters were entitled to a deferred underwriting commission of $3,450,000, payable only upon the successful completion of a Business Combination[115] - The Company incurred significant costs in pursuit of its financing and acquisition plans, raising substantial doubt about its ability to continue as a going concern[38] - The Company incurred $7,502 in administrative services fees related to a services agreement with the Sponsor as of June 30, 2025[75] Business Operations - The Company has not commenced any operations and will not generate operating revenue until after completing its initial Business Combination[24] - The Company has not selected any target business for its initial Business Combination and has not initiated substantive discussions with any potential targets[23] - The Company has 15 months from the closing of the IPO to complete a Business Combination, extendable to 18 months under certain conditions[29] - The Company has identified only one operating segment, as reviewed by the Chief Operating Decision Maker[97] - The Company believes available funds held outside the Trust Account will be sufficient to operate for at least the next 12 months[109] Regulatory and Compliance - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[42] - The company is classified as a smaller reporting company and is not required to provide certain disclosures under the Exchange Act[121] - The Company is evaluating the impact of ASU 2023-09 on its financial statements, which requires more detailed income tax disclosures effective after December 15, 2024[66] - The company has no unrecognized tax benefits or accrued interest and penalties as of June 30, 2025[55] - The company has not yet completed an assessment of internal controls over financial reporting, as it is not currently required to do so under the Sarbanes-Oxley Act[126] Market Conditions - The geopolitical instability from the Russia-Ukraine conflict and Middle East tensions may impact the Company's search for an initial Business Combination[79]

Financial Position - As of March 31, 2025, total assets amounted to $87,257,528, with cash and cash equivalents at $504,566[10] - Total liabilities were recorded at $3,969,038, with total current liabilities of $19,038[10] - As of March 31, 2025, the accumulated deficit stood at $(3,379,047)[18] - As of March 31, 2025, the Company had $86,667,209 in cash held in the Trust Account[48] - The Company had $504,566 in its operating bank account and working capital of $571,281 as of March 31, 2025[39] - The Class A ordinary shares subject to possible redemption are presented at a redemption value of $86,667,209 as temporary equity[49] Initial Public Offering (IPO) - The company completed its initial public offering (IPO) on February 14, 2025, generating gross proceeds of $75,000,000, and an additional $11,250,000 from the over-allotment option, totaling $86,250,000[30] - The Company has raised $86,250,000 from its Initial Public Offering, with $10.00 per Unit[34] - The Company sold 7,500,000 Units at a price of $10.00 per Unit during its Initial Public Offering (IPO), generating gross proceeds of $75,000,000[67] - An additional 1,125,000 Units were purchased by underwriters to cover over-allotments, generating an extra $11,250,000 in gross proceeds[68] - The Company completed its IPO on February 14, 2025, raising gross proceeds of $86,250,000 from the sale of 8,625,000 units at $10.00 per unit[102] - A total of $86,250,000 was deposited into a Trust Account for funding potential business combinations or liquidations if a combination is not completed[104] Income and Expenses - The company reported a net income of $379,937 for the three months ended March 31, 2025, with a basic and diluted net income per share of $0.05 for both Class A and Class B ordinary shares[13][14] - Cash flows from operating activities showed a net cash used of $218,301 for the three months ended March 31, 2025[24] - Operating costs for the three months ended March 31, 2025, amounted to $40,423, which included $2,501 incurred under an administrative services agreement[108][110] - The provision for income taxes was deemed to be de minimis for the period from May 31, 2024, through March 31, 2025[54] - The net income per common share for Class A ordinary shares was $0.05 for the three months ended March 31, 2025[56] Business Operations - The company has not yet commenced any operations and will not generate operating revenue until after completing its initial business combination[28] - The Company has not selected any target business for a merger or acquisition as of the reporting date[27] - Management has raised substantial doubt about the Company's ability to continue as a going concern if a Business Combination is not completed within the Combination Period[40] - The Company has not experienced losses on its cash accounts, which may exceed the Federal Depository Insurance Coverage of $250,000[51] - The Company has determined that it operates in a single operating segment, and the CODM reviews financial results on a consolidated basis[115] - The Company believes that available funds will be sufficient to operate for at least the next 12 months, but additional funding may be required if costs exceed estimates[106] - The Company has not commenced operations as of March 31, 2025, and will not generate operating revenues until a business combination is completed[101] Financing and Costs - The company incurred transaction costs of $6,014,985 related to the IPO, which included $2,156,250 in underwriting fees and $3,450,000 in deferred underwriting commissions[32] - The underwriters are entitled to a deferred underwriting commission of $3,450,000, payable only if the Company successfully completes a Business Combination[83] - The Company incurred significant costs in pursuit of its financing and acquisition plans for a Business Combination[39] - The Sponsor provided a non-interest bearing loan of $500,000, expected to be repaid upon the consummation of a business combination[103] - The Company incurred $2,501 in administrative services fees related to a services agreement with the Sponsor as of March 31, 2025[73] Regulatory and Market Conditions - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[43] - The ongoing geopolitical instability, particularly from the Russia-Ukraine conflict, poses risks that could impact the Company's search for a Business Combination[78] - The Company is evaluating the impact of new accounting standards on its financial statements, including ASU 2023-09 related to income tax disclosures[65] - The Company has a 15-month period to complete a business combination from the closing of the IPO, extendable to 18 months under certain conditions[33] - The Company has a 15-month Combination Period to complete a Business Combination, extendable to 18 months[71]

[PART I](index=4&type=section&id=PART%20I) [Business Overview](index=4&type=section&id=Item%201.%20Business) Maywood Acquisition Corp., a blank check company, completed its IPO and private placement in February 2025, raising over $88 million for a business combination - Company Type: **Blank check company (SPAC)** incorporated on May 31, **2024**, for effecting a business combination[18](index=18&type=chunk) | Event | Date | Proceeds | Notes | | :--- | :--- | :--- | :--- | | Initial Public Offering (IPO) | Feb 14, 2025 | $86,250,000 | 8,625,000 Units at $10.00/Unit | | Private Placement | Feb 14, 2025 | $2,656,250 | 265,625 Units at $10.00/Unit | | Sponsor Loan | IPO Closing Date | $500,000 | Non-interest bearing, added to trust account | [Risk Factors](index=4&type=section&id=Item%201A.%20Risk%20Factors) The company refers to its February 12, 2025 prospectus for comprehensive risk factors, noting no material changes since that date - **Risk factors are incorporated by reference** from the prospectus dated February 12, **2025**[23](index=23&type=chunk) - **No material changes** to the risks relating to operations since the prospectus date[23](index=23&type=chunk) [Unresolved Staff Comments](index=4&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This section is not applicable to the company - **Not applicable**[24](index=24&type=chunk) [Cybersecurity](index=4&type=section&id=Item%201C.%20Cybersecurity) As a blank check company, Maywood Acquisition Corp. faces minimal cybersecurity risk, employing basic procedures and overseen by the Audit Committee - **Limited cybersecurity risk** due to **blank check company** status and sole business activity of identifying a target business[25](index=25&type=chunk) - Procedures employed include internal reporting, monitoring, detection tools, and anti-virus software[25](index=25&type=chunk) - **No cybersecurity attacks experienced** to date, but potential attacks could adversely affect the business[26](index=26&type=chunk) - The **Audit Committee** of the Board oversees cybersecurity risk and receives regular management reports[27](index=27&type=chunk) [Properties](index=5&type=section&id=Item%202.%20Properties) The company utilizes office space provided by its Sponsor at 418 Broadway, Albany, NY, reimbursing $1,667 per month - Office space is located at 418 Broadway, 6441, Albany, NY **12207**[28](index=28&type=chunk) | Item | Amount | | :--- | :--- | | Monthly reimbursement to Sponsor for office space, utilities, and administrative support | $1,667 | [Legal Proceedings](index=5&type=section&id=Item%203.%20Legal%20Proceedings) No material litigation, arbitration, or governmental proceedings are currently pending against the company or its management team - **No material litigation**, arbitration, or governmental proceedings currently pending against the company or its management[30](index=30&type=chunk) [Mine Safety Disclosures](index=5&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable to the company - **Not applicable**[31](index=31&type=chunk) [PART II](index=5&type=section&id=PART%20II) [Market for Common Equity and Related Matters](index=5&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's shares, rights, and units are listed on Nasdaq, with no cash dividends paid or intended prior to a business combination | Security Type | Trading Symbol | Exchange | | :--- | :--- | :--- | | Units | MAYAU | The Nasdaq Stock Market LLC | | Class A Ordinary Shares | MAYA | The Nasdaq Stock Market LLC | | Rights | MAYAR | The Nasdaq Stock Market LLC | | Holder Type | Count (as of March 31, 2025) | | :--- | :--- | | Record holders of units | 4 | | Record holders of Class A Ordinary Shares | 1 | | Record holders of Class B Ordinary Shares | 1 | | Record holders of Rights | 1 | | Beneficial holders of securities | >300 | - **No cash dividends have been paid** to date, and none are intended prior to the completion of an initial business combination[35](index=35&type=chunk) | Event | Date | Details | | :--- | :--- | :--- | | Class B Ordinary Shares issued to Sponsor | June 1, 2024 | 8,050,000 shares for $25,000 (approx. $0.003/share) | | Class B Ordinary Shares forfeited by Sponsor | Dec 19, 2024 | 5,031,250 shares for no consideration (3,018,750 outstanding) | | IPO Consummation | Feb 14, 2025 | 8,625,000 Units sold at $10.00/Unit, gross proceeds $86,250,000 | | Private Placement Consummation | Feb 14, 2025 | 265,625 Private Placement Units sold at $10.00/Unit, gross proceeds $2,656,250 | | Funds deposited in Trust Account | Post-IPO | $86,250,000 | | Transaction Costs | Post-IPO | $5,974,093 (including $2,156,250 cash underwriting fees, $3,450,000 deferred underwriting commission, $367,789 other offering costs) | [Reserved](index=6&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and not applicable - **Not applicable**[43](index=43&type=chunk) [Management's Discussion and Analysis](index=6&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section reviews Maywood Acquisition Corp.'s financial condition and operations, focusing on IPO preparation and future business combination [Overview](index=6&type=section&id=Overview) Maywood Acquisition Corp., a blank check company, completed its IPO in February 2025, raising capital for a business combination within 15-18 months - Company formed on May 31, **2024**, as a **blank check company** for a Business Combination[46](index=46&type=chunk) - Intends to focus on businesses with enterprise values of approximately **$250** million to **$1** billion[47](index=47&type=chunk) | Event | Date | Details | | :--- | :--- | :--- | | IPO Consummation | Feb 14, 2025 | 8,625,000 units at $10.00/unit, gross proceeds $86,250,000 | | Private Placement | Feb 14, 2025 | 265,625 units at $10.00/unit, gross proceeds $2,656,250 | | Sponsor Loan | IPO Closing | $500,000 deposited into Trust Account | | Nasdaq Listing Commencement | March 7, 2025 | Units (MAYAU), Class A shares (MAYA), Rights (MAYAR) | - Combination Period: **15** months (or up to **18** months with extensions) from IPO closing to complete a Business Combination[57](index=57&type=chunk) [Results of Operations](index=8&type=section&id=Results%20of%20Operations) As of December 31, 2024, the company had not commenced operations, incurring a net loss of $(7,712) from formation and IPO preparation expenses - **No operations commenced** as of December 31, **2024**; activities limited to formation and IPO preparation[61](index=61&type=chunk) | Metric | Amount (May 31, 2024 - Dec 31, 2024) | | :--- | :--- | | Net Loss | $(7,712) | - **Net loss primarily consisted of formation and audit-related expenses**[61](index=61&type=chunk) [Liquidity and Capital Resources](index=8&type=section&id=Liquidity%20and%20Capital%20Resources) Pre-IPO liquidity was met by Sponsor contributions; post-IPO, funds are sufficient for operations for at least the next 12 months - **Pre-IPO liquidity needs were satisfied** by a **$25,000** capital contribution from the Sponsor[62](index=62&type=chunk) - **Sponsor agreed to provide up to $300,000** under a non-interest-bearing promissory note, with no amounts drawn as of December 31, **2024**[62](index=62&type=chunk) | Source | Amount | | :--- | :--- | | IPO Gross Proceeds | $86,250,000 | | Private Placement Gross Proceeds | $2,656,250 | | Sponsor Loan (to Trust Account) | $500,000 | | Funds outside Trust Account (post-IPO) | ~$305,000 | - **Management believes funds held outside the Trust Account will be sufficient** for operations for at least the next **12** months[65](index=65&type=chunk) [Off-Balance Sheet Arrangements](index=8&type=section&id=Off-Balance%20Sheet%20Arrangements) As of December 31, 2024, the company had no off-balance sheet arrangements - **No off-balance sheet arrangements** as of December 31, **2024**[66](index=66&type=chunk) [Contractual Obligations](index=8&type=section&id=Contractual%20Obligations) No material contractual obligations existed as of December 31, 2024, but post-IPO, deferred underwriting and administrative fees apply - **No material contractual obligations** as of December 31, **2024**[67](index=67&type=chunk) - Post-IPO, the company became subject to a Registration Rights Agreement for certain security holders[67](index=67&type=chunk) | Obligation | Amount/Terms | | :--- | :--- | | Deferred Underwriting Commission | $3,450,000 (payable upon Business Combination) | | Administrative Services Agreement | $1,667 per month to Sponsor for office space, utilities, and administrative support | [Related Party Transactions](index=9&type=section&id=Related%20Party%20Transactions) The company engaged in various related party transactions, including Founder Shares, administrative fees, and Sponsor advances | Transaction | Date | Details | | :--- | :--- | :--- | | Founder Shares issued to Sponsor | June 1, 2024 | 8,050,000 Class B shares for $25,000 | | Founder Shares forfeited by Sponsor | Dec 19, 2024 | 5,031,250 Class B shares for no consideration (3,018,750 remaining) | | Administrative Services Agreement | Upon IPO closing | $1,667 per month to Sponsor for office space and administrative support | | Promissory Note from Sponsor | June 1, 2024 | Up to $300,000, non-interest-bearing, payable Dec 31, 2024 (Nil outstanding as of Dec 31, 2024) | | Advances from Sponsor | May 31, 2024 - Dec 31, 2024 | $131,602 for formation, deferred offering, and operating expenses (outstanding balance $131,602 as of Dec 31, 2024) | [Critical Accounting Policies](index=9&type=section&id=Critical%20Accounting%20Policies) The company's critical accounting policies cover GAAP, EGC status, estimates, cash, deferred offering costs, share classification, income taxes, and fair value measurements - **Basis of Presentation**: Financial statements conform with GAAP and SEC rules[75](index=75&type=chunk) - **Emerging Growth Company**: Eligible for exemptions from reporting requirements and an extended transition period for new or revised accounting standards[76](index=76&type=chunk)[77](index=77&type=chunk) - **Ordinary Shares Subject to Possible Redemption**: Class A ordinary shares are classified as temporary equity, while Class B ordinary shares are classified as a component of stockholder's equity[82](index=82&type=chunk)[83](index=83&type=chunk) | Metric | Value (May 31, 2024 - Dec 31, 2024) | | :--- | :--- | | Basic and Diluted Net Loss Per Common Share | Same (due to no dilutive securities) | - **Fair Value Measurements**: Utilizes a three-tier hierarchy (Level 1, Level 2, Level 3) for prioritizing inputs[89](index=89&type=chunk)[96](index=96&type=chunk) [Market Risk Disclosures](index=11&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This item is not required for smaller reporting companies - **Not required for smaller reporting companies**[93](index=93&type=chunk) [Financial Statements and Supplementary Data](index=11&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This item refers to the financial statements and supplementary data appearing after Item 15 of the report - **Financial statements and supplementary data are included** following Item **15** of this Report[94](index=94&type=chunk) [Changes in Accountants](index=11&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosures) No changes in or disagreements with accountants on accounting and financial disclosures - **No changes in or disagreements with accountants** on accounting and financial disclosures[95](index=95&type=chunk) [Controls and Procedures](index=12&type=section&id=Item%209A.%20Controls%20and%20Procedures) Disclosure controls were effective as of December 31, 2024, with no material changes in internal control over financial reporting - **Disclosure controls and procedures were effective** as of December 31, **2024**, based on evaluation by the Principal Executive and Financial and Accounting Officer[98](index=98&type=chunk) - **No management's assessment or attestation report on internal control over financial reporting is included** due to a transition period for newly public companies[99](index=99&type=chunk) - **No material changes in internal control over financial reporting occurred** during the most recent fiscal quarter[100](index=100&type=chunk) [Other Information](index=12&type=section&id=Item%209B.%20Other%20Information) No director or officer adopted or terminated Rule 10b5-1 trading arrangements during the quarter, and all Form 8-K disclosures were made - **No director or officer adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement** during the quarter ended December 31, **2024**[101](index=101&type=chunk) - **All information required to be disclosed on a Current Report on Form 8-K during the quarter was disclosed**[101](index=101&type=chunk) [Foreign Jurisdictions Preventing Inspections](index=12&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - **Not applicable**[102](index=102&type=chunk) [PART III](index=12&type=section&id=PART%20III) [Directors, Executive Officers and Corporate Governance](index=12&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's leadership, board structure, governance policies, and committee functions [Directors and Executive Officers](index=12&type=section&id=Directors%20and%20Executive%20Officers) The company's leadership includes Zikang Wu (Chairman, CEO, CFO) and three directors with diverse experience | Name | Age | Position | Key Experience | | :--- | :--- | :--- | :--- | | Zikang Wu | 31 | Chairman, CEO, CFO | Founder & President of First Cover, Inc.; SPAC industry, public company listings | | Zixun Jin | 36 | Director | Operations management, data analysis, independent director for other SPACs | | Hao Tian | 31 | Director | Risk manager at Amazon; due diligence, anti-money laundering, sanctions compliance | | Chao Yang | 36 | Director | Founder & CEO of TechWithU LLC; consulting and recruiting in financial services, IT, FinTech | [Number and terms of office of officers and directors](index=13&type=section&id=Number%20and%20terms%20of%20office%20of%20officers%20and%20directors) The board consists of four members across three classes with staggered terms, and officers serve at the board's discretion - **Board of directors consists of four members**, divided into three classes with staggered three-year terms[109](index=109&type=chunk) - **Officers are appointed by and serve at the discretion of the board of directors**[110](index=110&type=chunk) - **Prior to the initial business combination, only holders of Class B ordinary shares are entitled to vote on director appointments and removals**[109](index=109&type=chunk) [Executive officer and director compensation](index=13&type=section&id=Executive%20officer%20and%20director%20compensation) No executive officer has received cash compensation to date, with potential post-combination fees fully disclosed - **No executive officer has received any cash compensation** for services rendered to the company[111](index=111&type=chunk) - **After the completion of an initial business combination, directors or management may be paid consulting or management fees**, which will be fully disclosed to stockholders[111](index=111&type=chunk) - **The company is not party to any agreements with executive officers and directors that provide for benefits upon termination of employment**[113](index=113&type=chunk) [Committees of the Board of Directors](index=14&type=section&id=Committees%20of%20the%20Board%20of%20Directors) The board has established independent Audit and Compensation Committees, with a clawback policy adopted - **Two standing committees established**: **Audit Committee** and **Compensation Committee**[114](index=114&type=chunk) - **Audit Committee** members: Zixun Jin, Hao Tian, and Chao Yang (all independent)[115](index=115&type=chunk) - Chao Yang qualifies as an '**audit committee financial expert**'[116](index=116&type=chunk) - **Compensation Committee** members: Zixun Jin, Hao Tian, and Chao Yang (all independent)[118](index=118&type=chunk) - A compensation recovery (clawback) policy compliant with Nasdaq listing rules has been adopted[119](index=119&type=chunk) [Director Nominations](index=15&type=section&id=Director%20Nominations) A majority of independent directors recommend nominees, considering various qualifications, with no public shareholder right pre-combination - **No standing nominating committee**; a majority of independent directors may recommend director nominees[120](index=120&type=chunk) - Considerations for director nominees include educational background, diversity of professional experience, knowledge of business, integrity, professional reputation, independence, and wisdom[122](index=122&type=chunk) - **Prior to the initial business combination, holders of public shares do not have the right to recommend director candidates**[123](index=123&type=chunk) [Code of Ethics](index=16&type=section&id=Code%20of%20Ethics) A Code of Ethics applicable to directors, officers, and employees has been adopted, with disclosures for amendments or waivers - A **Code of Ethics** applicable to directors, officers, and employees has been adopted[124](index=124&type=chunk) - Amendments or waivers to the **Code of Ethics** for principal officers will be disclosed on the company's website[124](index=124&type=chunk) [Insider Trading Policy](index=16&type=section&id=Insider%20Trading%20Policy) An insider trading policy prohibits trading securities with knowledge of material nonpublic information for directors, officers, employees, and consultants - An **insider trading policy is in place** for directors, officers, employees, and consultants[125](index=125&type=chunk) - The policy prohibits trading securities with knowledge of material nonpublic information[125](index=125&type=chunk) [Executive Compensation](index=16&type=section&id=Item%2011.%20Executive%20Compensation) No executive officer has received cash compensation, with the Sponsor receiving a monthly fee for administrative services - **No executive officer has received any cash compensation** for services rendered to the company[126](index=126&type=chunk) | Item | Amount/Terms | | :--- | :--- | | Monthly fee to Sponsor for office/secretarial services | $1,667 | - **No compensation or fees** (other than specified reimbursements and potential post-combination fees) will be paid to initial stockholders or management for services prior to or in connection with the initial business combination[127](index=127&type=chunk) - **No stock options or other long-term incentive awards have been granted** to executive officers or directors since formation[129](index=129&type=chunk) [Security Ownership and Related Matters](index=16&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) This section details beneficial ownership, with Maywood Sponsor, LLC holding 100% of Class B shares, and initial shareholders waiving liquidation rights | Name and Address of Beneficial Owner | Class A Ordinary Shares Beneficially Owned (Number / Percentage) | Class B Ordinary Shares Beneficially Owned (Number / Percentage) | | :--- | :--- | :--- | | Maywood Sponsor, LLC | 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 | 773,000 / 8.7% | -- / -- | - **Initial shareholders have agreed to vote in favor of any proposed business combination and waive liquidation rights** for their Founder Shares and Private Placement Shares[134](index=134&type=chunk) - As of December 31, **2024**, the company had no equity compensation plans under which equity securities were authorized for issuance[136](index=136&type=chunk) [Related Transactions and Director Independence](index=17&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) Related party transactions are referenced from the prospectus, and the company expects four independent directors with regular meetings - A **complete discussion regarding certain relationships and related transactions is incorporated by reference** from the prospectus dated February 12, **2025**[139](index=139&type=chunk) - The company expects to have four independent directors (Zixun Jin, Hao Tian, and Chao Yang) as defined by Nasdaq rules and applicable SEC rules[140](index=140&type=chunk) - **Independent directors will have regularly scheduled meetings** at which only independent directors are present[140](index=140&type=chunk) [Principal Accountant Fees and Services](index=18&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Audit fees of $25,000 were paid to Bush & Associates for the period, with the audit committee now pre-approving all services - **Principal accountant is Bush & Associates**[141](index=141&type=chunk) | Fee Type | Amount (May 31, 2024 - Dec 31, 2024) | | :--- | :--- | | Audit Fees | $25,000 | | Audit-Related Fees | $0 | | Tax Fees | $0 | | All Other Fees | $0 | - The **audit committee, formed post-IPO, pre-approves all auditing services and permitted non-audit services**[145](index=145&type=chunk) [PART IV](index=18&type=section&id=PART%20IV) [Exhibits, Financial Statements, and Schedules](index=19&type=section&id=Item%2015.%20Exhibits,%20Financial%20Statements,%20and%20Schedules) This item lists included financial statements and an index of exhibits, many incorporated by reference [Financial Statements](index=21&type=section&id=Financial%20Statements) Financial statements cover May 31, 2024 to December 31, 2024, with the auditor noting substantial doubt about going concern due to a working capital deficit - **Financial statements include**: Report of Independent Registered Public Accounting Firm, Balance Sheet, Statement of Operations, Statement of Changes in Shareholders' Deficit, Statement of Cash Flows, and Notes to Financial Statements[148](index=148&type=chunk)[158](index=158&type=chunk) - **Period covered**: May 31, **2024** (inception) through December 31, **2024**[158](index=158&type=chunk) - **Auditor**: Bush & Associates CPA LLC (PCAOB ID: 6797)[159](index=159&type=chunk)[166](index=166&type=chunk) - **Substantial doubt** about the Company's ability to continue as a going concern due to no cash and a working capital deficit of **$97,289** as of December 31, **2024**[161](index=161&type=chunk)[185](index=185&type=chunk) | Financial Metric (as of Dec 31, 2024) | Amount | | :--- | :--- | | Total Assets | $131,602 | | Total Liabilities | $114,314 | | Total Shareholders' Deficit | $17,288 | | Net Loss (May 31, 2024 - Dec 31, 2024) | $(7,712) | [Exhibits](index=19&type=section&id=Exhibits) This section lists various exhibits, including organizational documents and agreements, many incorporated by reference from previous SEC filings - **Exhibits include organizational documents, specimen certificates, various agreements** (Rights, Registration Rights, Administrative Services), **Code of Ethics**, **Insider Trading Policy**, certifications, and XBRL documents[150](index=150&type=chunk)[152](index=152&type=chunk) - **Many exhibits are incorporated by reference** from the Registrant's Current Report on Form 8-K filed on February 14, **2025**, or Registration Statement on Form S-1[152](index=152&type=chunk) [Form 10-K Summary](index=20&type=section&id=Item%2016.%20Form%2010-K%20Summary) No Form 10-K Summary is provided - **No Form 10-K Summary is provided**[153](index=153&type=chunk)

S-1/A 1 mayau_s1a.htm FORM S-1/A As filed with the Securities and Exchange Commission on January 22, 2025 Registration No. 333-284082 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Maywood Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Numbe ...

S-1 1 mayau_s1.htm FORM S-1 As filed with the Securities and Exchange Commission on December 30, 2024 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Maywood Acquisition Corp. (Exact name of registrant as specified in its charter) Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Registration No. 333- (I.R.S. Employer Identific ...