← SEC 公告列表 | IPEXU SEC 公告 | Inflection Point Acquisition Corp. V（IPEXU）

重大事件 即時報告 8-K 2026-07-17

Inflection Point Acquisition Corp. V 修訂與 GOWell 合併協議，下調盈利門檻並上調費用上限

於 SEC 網站開啟原文

AI 繁中摘要

8-K 申報｜Inflection Point Acquisition Corp. V（IPEX）與 GOWell Technology Limited 修订業務合併協議 📄 申報類型：8-K 事件日期：2026年7月13日（申報日期：2026年7月17日） 重點摘要： Inflection Point Acquisition Corp. V（代號：IPEXU / IPEX / IPEXR）於2026年7月13日與目標公司 GOWell Technology Limited 簽訂《業務合併協議第二修正案》，對原有合併條款作出兩項關鍵調整： 1️⃣ **盈利支付（Earnout）條款修訂**：原先基於2026年EBITDA目標的盈利支付，僅在達成目標90%時可部分賺取；現新增80%達成門檻，即達到80%亦可按比例賺取部分盈利。此舉與2027年及2028年EBITDA目標的 earnout 結構看齊，降低早期業績不達標的風險，提升交易靈活性。 2️⃣ **SPAC交易費用上限上調**：SPAC交易費用總額上限由800萬美元提升至900萬美元。同時，某些特定費用（如法律、會計、顧問等）將從此上限中剔除，避免因雜項開支超出預算而影響交易完成。 其他背景：IPEX 早前於2025年10月13日與 GOWell 簽訂初始業務合併協議，其後於2025年12月22日作出首次修訂。本次第二修正案進一步完善條款，反映雙方對交易條件的微調。 對投資者的潛在影響： - 下調 earnout 門檻（80%而非90%）減低了 GOWell 管理層獲得盈利獎勵的難度，可能被視為對業務前景較為務實的預期，有助提高股東對合併後協同效應的信心。 - SPAC 費用上限調高至900萬美元，雖增加交易成本，但剔除特定費用後實際影響可控，市場應關注最終費用明細。 - 該 8-K 屬 Rule 425 下的書面通訊，旨在為合併事宜收集委託投票，投資者應細閱後續發佈的委託書/招股說明書。 文件亦包括標準的免責聲明及參與徵集人士資料，提醒股東及投資者應從 SEC 網站或直接向公司索取正式文件，以獲取完整資訊。 💼
展開英文正文 
false
 0002028355
 00-0000000
 
 
 
 
 
 
 
 0002028355
 
 
 2026-07-13
 2026-07-13
 
 
 
 
 0002028355
 
 IPEX:UnitsEachConsistingOfOneClassOrdinaryShareAndOneRightMember
 
 
 
 2026-07-13
 2026-07-13
 
 
 
 
 0002028355
 
 IPEX:ClassOrdinarySharesParValue0.0001PerShareMember
 
 
 
 2026-07-13
 2026-07-13
 
 
 
 
 0002028355
 
 IPEX:RightsEachRightEntitlingHolderToReceiveOnefifth15OfOneClassOrdinaryShareUponCompletionOfCompanysInitialBusinessCombinationMember
 
 
 
 2026-07-13
 2026-07-13
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported):
July 13, 2026

 

INFLECTION POINT ACQUISITION CORP. V

(Exact name of registrant as specified in its
charter)

 

 
 Cayman Islands
  
 001-42518
  
 N/A

 
 (State or other jurisdiction 

of incorporation)
  
 (Commission File Number)
  
 (I.R.S. Employer 

Identification No.)

 
 

167 Madison Ave, Suite 205 #1017

New York, NY 10016

(Address of principal executive offices, including
zip code)

 

212-476-6908

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 
 ☒
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
  
  

 
 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
  
  

 
 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
  
  

 
 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

Securities registered pursuant to Section 12(b)
of the Act:

 

 
 Title of each class
  
 Trading Symbol(s)
  
 Name of each exchange on which registered

 
 Units, each consisting of one Class A ordinary share and one right
  
 IPEXU
  
 The Nasdaq Stock Market LLC

 
 Class A ordinary shares, par value $0.0001 per share
  
 IPEX
  
 The Nasdaq Stock Market LLC

 
 Rights, each right entitling the holder to receive one-fifth (1/5) of one Class A ordinary share upon the completion of the Company’s initial business combination
  
 IPEXR
  
 The Nasdaq Stock Market LLC

 
 

Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

  

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

As previously disclosed, on October 13, 2025,
Inflection Point Acquisition Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (“IPEX”),
GOWell Technology Limited, a Cayman Islands exempted company (“GOWell”), GOWell Energy Technology, a Cayman Islands
exempted company (“PubCo”), and IPCV Merger Sub Limited, a Cayman Islands exempted company, entered into a Business
Combination Agreement (as amended on December 22, 2025, the “Business Combination Agreement”). Capitalized terms used
but not otherwise defined herein shall have the meaning ascribed to such term in the Business Combination Agreement, a copy of which was
filed as Exhibit 2.1 to the Current Report on Form 8-K filed by IPEX with the Securities and Exchange Commission (the “SEC”)
on October 13, 2025.

 

On July 13, 2026, IPEX and GOWell entered into
that certain Second Amendment to the Business Combination Agreement (the “Amendment”) to provide that the earnout based
on 2026 EBITDA can be partially earned at 80% achievement of the 2026 EBITDA Target, in addition to the partial earnout at 90% achievement
of the 2026 EBITDA Target, which mirrors the earnout structure of the earnout based on the 2027 EBITDA Target and 2028 EBITDA Target.
Additionally, the Amendment increases the cap on SPAC Transaction Expenses from $8,000,000 to $9,000,000 and carves out certain specified
expenses from such cap.

 

The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit
2.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Additional Information and Where to Find It

 

In connection with the proposed business combination
between IPEX and GOWell (the “Business Combination”), IPEX, GOWell and PubCo have prepared and filed with the SEC a
registration statement containing a preliminary proxy statement of IPEX and a preliminary prospectus of PubCo with respect to the securities
to be offered in the Business Combination. After the registration statement is declared effective, IPEX will mail a definitive proxy statement/prospectus
relating to the Business Combination to its shareholders as of a record date to be established for voting on the Business Combination
Agreement and the transactions contemplated thereby. Investors, shareholders and other interested persons are urged to read these documents
and any amendments thereto, as well as any other relevant documents filed with the SEC when they become available because they will contain
important information about IPEX, GOWell and the Business Combination. Investors and shareholders will also be able to obtain free copies
of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, once
available, without charge, at the SEC’s website located at www.sec.gov, or by directing a request to Inflection Point Acquisition
Corp. V, 167 Madison Avenue Suite 205 #1017, New York, NY 10016.

 

Participants in the Solicitation

 

IPEX, GOWell, and their directors and executive
officers and other persons may be deemed to be participants in the solicitations of proxies from IPEX’s shareholders in respect
of the Business Combination and the other matters set forth in the registration statement. Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests by security holdings or otherwise, are contained in
the preliminary proxy statement/prospectus relating to the Business Combination and will be contained in the definitive proxy statement/prospectus
when it becomes available.

 

No Offer or Solicitation

 

This Current Report on Form 8-K and the exhibit
hereto are for informational purposes only and are neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for
or buy any securities or the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise, nor shall
there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall
be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption
therefrom.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 
 Exhibit
  
 Description

 
 2.1*
  
 Amendment to Business Combination Agreement, dated as of July 13, 2026, by and among Inflection Point Acquisition Corp. V and GOWell Technology Limited.

 
  
  
  

 
 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 
 

*Certain of the schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted schedules to the
Securities and Exchange Commission upon its request.

 

 1

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
 Date: July 17, 2026

 
 

 
  
 INFLECTION POINT ACQUISITION CORP. V 

 
  
  
  

 
  
 By:
 /s/ Michael Blitzer

 
  
  
 Name: 
 Michael Blitzer

 
  
  
 Title:
 Chief Executive Officer

 
 

 2