UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 2025 ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 INFLECTION POINT ACQUISITION CORP. V (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or Other Jurisdiction of Incorporation) 167 Madison Ave, Suite 205 #1017 New York, NY 1001 ...

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]. - The net income for the three months ended September 30, 2025, was $51,294, resulting in a basic and diluted net income per share of $0.01[50]. - Basic and diluted net income per share for Class A redeemable ordinary shares was $0.01 for the three months ended September 30, 2025[8]. Assets and Liabilities - Total current assets as of September 30, 2025, reached $350,086, compared to $131,602 as of December 31, 2024, indicating a significant increase[5]. - The total assets as of September 30, 2025, were $88,835,774, compared to $131,602 as of December 31, 2024, indicating a substantial increase in asset base[5]. - The total liabilities as of September 30, 2025, were $4,610,725, a substantial increase from $114,314 as of December 31, 2024[5]. - The accumulated deficit as of September 30, 2025, was $(4,260,968), compared to $(7,712) as of December 31, 2024, showing an improvement in financial health[5]. - As of September 30, 2025, the Company had $289,580 in cash and a working capital deficit of $310,639[33]. IPO and Financing - The company generated gross proceeds of $86,250,000 from its initial public offering (IPO) and over-allotment, with an additional $2,656,250 from a private placement[17]. - 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 Trust Account holds $86,250,000 from the IPO proceeds, which is intended for use in the initial business combination or for the redemption of public shares if no business combination is completed[22]. - Transaction costs related to the IPO amounted to $6,010,829, including $2,156,250 in underwriting fees and $3,450,000 in deferred underwriting commissions[19]. - The Company completed a Private Placement of 265,625 Private Placement Units at a price of $10.00 per Unit, generating total proceeds of $2,656,250[141]. Operations and Business Combination - The company has not commenced any operations and will not generate operating revenue until after completing its initial business combination[16]. - 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 entered into a Business Combination Agreement on October 13, 2025, to merge with GOWell Technology Limited, with PubCo continuing as the surviving entity[101]. Marketable Securities - Interest earned on marketable securities held in the trust account amounted to $914,894 for the three months ended September 30, 2025, contributing to total other income of $929,936[8]. - 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]. - The fair value of marketable securities held in the Trust Account was $88,485,688 as of September 30, 2025, categorized as Level 1 measurements[55]. - Class A ordinary shares subject to possible redemption were valued at $88,485,688 as of September 30, 2025, reflecting an increase from previous periods[44]. Administrative and Compliance - The Company entered into an Administrative Services Agreement, paying $1,667 per month for administrative support until the business combination or liquidation[69]. - The Company is classified as an "emerging growth company," allowing it to take advantage of certain reporting exemptions[37]. - The Company is evaluating the impact of ASU 2023-09 on its financial statements, which will require more detailed income tax disclosures starting after December 15, 2024[60]. - The provision for income taxes was deemed de minimis from May 31, 2024, through September 30, 2025[48]. - The Company has not recognized any unrecognized tax benefits or accrued interest and penalties related to income taxes as of September 30, 2025[47]. Risk Factors and Global Events - Management is evaluating the impact of global events, such as the Russia/Ukraine and Israel/Palestine conflicts, on the Company's financial position[35]. - The geopolitical instability from the Russia-Ukraine conflict and tensions in the Middle East may adversely affect the Company's search for a business combination[76].

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 current liabilities decreased to $23,511 as of June 30, 2025, from $114,314 as of December 31, 2024[10] - The total shareholders' deficit as of June 30, 2025, was $(3,416,636), compared to $(7,712) as of December 31, 2024[10] - Cash and cash equivalents as of June 30, 2025, were $496,072, with a net increase of $496,072 during the period[20] - As of June 30, 2025, the Company had $496,072 in its operating bank account and working capital of $533,363[37] - The Company has cash of $496,072 held outside the Trust Account and working capital of $509,852 as of June 30, 2025[108] - The Company has $87,570,794 in cash held in the Trust Account as of June 30, 2025[47] Income and Earnings - Net income for the six months ended June 30, 2025, was $1,241,448, a significant increase from a net loss of $7,322 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] - The Company reported a loss from operations of $(87,365) for the six months ended June 30, 2025[13] - The weighted average shares outstanding were 8,625,000 for the three months ended June 30, 2025, resulting in a basic and diluted net income per share of $0.07[57] - 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 purchased by underwriters to cover over-allotments, generating additional gross proceeds of $11,250,000[69] - The Sponsor and underwriters purchased 262,500 Private Placement Units at a price of $10.00 per Unit, totaling $2,625,000[70] - An aggregate of $86,250,000 has been deposited in the Trust Account established in connection with the IPO[134] - Transaction costs related to the IPO amounted to $5,974,093, which included $2,156,250 in cash underwriting fees and $3,450,000 in deferred underwriting commissions[135] Business Combination and Future Plans - The Company will have 15 months from the closing of the offering to complete a business combination, extendable to 18 months under certain conditions[29] - 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 specified period[38] - The Company has incurred significant costs in pursuit of its financing and acquisition plans for a business combination[37] - The Company has a non-interest bearing loan of $500,000 from the Sponsor, expected to be repaid upon the consummation of a Business Combination[114] - The Company has not commenced operations as of June 30, 2025, and will not generate operating revenues until a Business Combination is completed[104] Shareholder Information - The company issued 265,625 Class A ordinary shares, raising $2,656,250 in private placement[17] - The weighted average shares outstanding of Class A redeemable ordinary shares increased to 8,625,000 as of June 30, 2025, from 6,480,663 as of June 30, 2024[14] - The Class A ordinary shares subject to possible redemption are presented at a redemption value of $87,570,794 as temporary equity[49] - The public shares contain a redemption feature, allowing shareholders to redeem their shares in connection with liquidation or a business combination[34] 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 plans to take advantage of exemptions from various reporting requirements as an emerging growth company[126] - The Company is evaluating the impact of ASU 2023-09 on its financial statements, which requires disaggregated information about effective tax rate reconciliation[66] - The Company has no unrecognized tax benefits or amounts accrued for interest and penalties as of June 30, 2025[55] Operational Considerations - The geopolitical instability from the Russia-Ukraine conflict and the escalation in the Middle East may impact the Company's search for an initial Business Combination[79] - The company has identified only one operating segment, as reviewed by the Chief Operating Decision Maker[97] - The company has not made any changes to its internal control over financial reporting that materially affected its internal control during the most recent fiscal quarter[129] - The company has not commenced operations as of June 30, 2025, and will not generate operating revenues until a Business Combination is completed[104] - The company intends to assess the internal controls of target businesses prior to the completion of its initial business combination[127] - As of June 30, 2025, the company has not completed an assessment of internal controls, nor have auditors tested the systems[127]

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] IPO and Fundraising - 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[29][30] - 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] - The underwriters fully exercised their option to purchase an additional 1,125,000 Units, resulting in total gross proceeds of $11,250,000[68] - The Sponsor and underwriters purchased 265,625 Private Placement Units at a price of $10.00 per Unit, totaling $2,656,250[69] - 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] - The Company recognized an allocation of net income (loss) of $224,519 for Class A redeemable shares for the three months ended March 31, 2025[56] - The provision for income taxes was deemed de minimis for the period from May 31, 2024, through March 31, 2025[54] - 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 Company incurred $40,423 in formation and operating costs for the three months ended March 31, 2025[108] Cash Flow - Cash flows from operating activities showed a net cash used of $218,301 for the three months ended March 31, 2025[24] - Cash used in operating activities for the three months ended March 31, 2025, was $218,301, primarily due to changes in operating assets and liabilities[105] - The Company believes that available funds held outside the Trust Account will be sufficient to operate for at least the next 12 months[106] Business Combination - The company has a commitment to complete a business combination within 15 months from the IPO closing date, extendable to 18 months under certain conditions[33] - 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 its initial business combination as of the reporting date[27] - The Company is required to provide Class A ordinary shareholders the opportunity to redeem their shares upon completion of the Business Combination[36] - The Company has determined that if a Business Combination is not consummated within the required timeframe, there will be a mandatory liquidation[107] Shareholder Information - The Class A ordinary shares sold in the initial public offering are classified as temporary equity, with a redemption value of $86,667,209[49] - The weighted average shares outstanding for Class A redeemable shares was 4,360,955 for the same period[56] - As of March 31, 2025, the Company had 8,890,625 Class A ordinary shares issued and outstanding, including 8,625,000 from the IPO and 265,625 from private placements[87] - The Company is authorized to issue up to 500,000,000 Class A ordinary shares, with 8,890,625 shares outstanding as of March 31, 2025[86] Management and Future Outlook - 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 geopolitical instability from the Russia-Ukraine conflict and Middle East tensions may impact the Company's search for an initial Business Combination[78] - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements[43] - The Company is evaluating the impact of ASU 2023-09 on its financial statements, which requires detailed income tax disclosures effective for fiscal years beginning after December 15, 2024[65] Other Information - The Company incurred significant costs in pursuit of its financing and acquisition plans for a Business Combination[39] - The underwriters are entitled to a deferred fee of $3,450,000, payable only upon the successful completion of a Business Combination[112] - The Sponsor provided a non-interest bearing loan of $500,000, expected to be repaid upon the consummation of a Business Combination[103] - No relevant financial data or performance metrics were found in the provided documents[135][136][137][138][139]

IPO and Fundraising - The Company completed its IPO on February 14, 2025, issuing 8,625,000 units at a price of $10.00 per unit, generating gross proceeds of $86,250,000[49]. - A private placement of 265,625 units was also completed simultaneously, generating gross proceeds of $2,656,250[50]. - The Sponsor provided a $500,000 non-interest-bearing loan, which was deposited into the Trust Account to ensure $10.00 per public share was placed in trust[51]. - Following the IPO, the Company had access to approximately $305,000 of funds held outside the Trust Account for working capital needs[64]. - The deferred underwriting commission of $3,450,000 will be payable solely upon the consummation of the Company's initial Business Combination[67]. - The Company issued 8,050,000 Class B ordinary shares to the Sponsor for an aggregate purchase price of $25,000, resulting in a cost of approximately $0.003 per share[69]. - The Sponsor paid certain formation and operating expenses on behalf of the Company, totaling $131,602 from inception through December 31, 2024[73]. Financial Performance - As of December 31, 2024, the Company incurred a net loss of $(7,712), primarily due to formation and audit-related expenses[61]. - The Company had no cash as of December 31, 2024, and its liquidity needs prior to the IPO were satisfied through a $25,000 capital contribution from the Sponsor[62]. - As of December 31, 2024, the Company had no cash and cash equivalents[80]. - The provision for income taxes was deemed to be de minimis from May 31, 2024, through December 31, 2024[86]. - Net loss per common share is calculated by dividing net loss by the weighted average number of ordinary shares outstanding, with no dilutive securities affecting this calculation as of December 31, 2024[88]. Company Classification and Risk - The Company is classified as an "emerging growth company," allowing it to take advantage of certain exemptions from reporting requirements, which may affect the attractiveness of its securities to investors[76]. - The Company has not experienced losses on its cash account, which may exceed the Federal Depository Insurance Coverage of $250,000, indicating low credit risk[87]. Accounting and Financial Instruments - The fair value of the Company's financial instruments approximates their carrying amounts due to their short-term nature[91]. - Management does not anticipate that recently issued accounting standards will materially affect the Company's financial statements[92]. Business Combination Timeline - The Company will have 15 months (or up to 18 months with extensions) from the closing of the IPO to complete a Business Combination[57].

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 Registration No. 333- 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) 418 Broadway, #6441 Albany ...