Form 8-K

8-K — Inflection Point Acquisition Corp. V

Accession: 0001213900-26-039944

Filed: 2026-04-03

Period: 2026-04-02

CIK: 0002028355

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — ea0284917-8k425_inflection5.htm (Primary)

EX-10.1 — AMENDMENT NO. 2 TO PROMISSORY NOTE, DATED AS OF APRIL 2, 2026, BY AND BETWEEN INFLECTION POINT ACQUISITION CORP. V AND INFLECTION POINT FUND I LP (ea028491701ex10-1.htm)

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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):

April 2, 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.

On April 2, 2026, Inflection Point Acquisition

Corp. V (formerly known as Maywood Acquisition Corp.), a Cayman Islands exempted company (“SPAC”) and Inflection Point

Fund I LP, the sponsor of SPAC (“Sponsor”), entered into Amendment No. 2 (the “Promissory Note Amendment”)

to that certain promissory note dated as of February 12, 2025 and amended January 7, 2026 (as amended, the “Promissory Note”),

which increased the aggregate principal amount of the Promissory Note to $800,000 to reflect a $100,000 advance made by Sponsor to SPAC

for working capital.

The foregoing description of the Promissory Note

Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Promissory Note Amendment.

A copy of the Promissory Note Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information relating to the Promissory Note

Amendment contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required

herein.

Additional Information and Where to Find It

In connection with the proposed business combination

(the “Proposed Business Combination”) between SPAC and GOWell Technology Limited, a Cayman Islands exempted company

(the “Company”), pursuant to the Business Combination Agreement, dated October 13, 2025, by and among SPAC, the Company,

GOWell Energy Technology and IPCV Merger Sub Limited (as amended, the “Business Combination Agreement”), SPAC and the

Company have prepared and filed with the SEC a registration statement containing a preliminary proxy statement of SPAC and a preliminary

prospectus with respect to the securities to be offered in the Proposed Business Combination. After the registration statement is declared

effective, the SPAC will mail a definitive proxy statement/prospectus relating to the Proposed Business Combination to its shareholders

as of a record date to be established for voting on the Proposed Business Combination. 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 the SPAC, the Company and the Proposed 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

The SPAC, the Company, and their directors and

executive officers and other persons may be deemed to be participants in the solicitations of proxies from the SPAC’s shareholders

in respect of the Proposed 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, will be contained in the definitive proxy statement/prospectus relating to the Proposed Business Combination 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 Proposed 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

10.1

Amendment No. 2 to Promissory Note, dated as of April 2, 2026, by and between Inflection Point Acquisition Corp. V and Inflection Point Fund I LP.

104

Cover Page Interactive Data File (embedded within the Inline

XBRL document)

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: April 3, 2026

INFLECTION POINT ACQUISITION CORP. V

By:

/s/ Michael Blitzer

Name:

Michael Blitzer

Title:

Chief Executive Officer

EX-10.1 — AMENDMENT NO. 2 TO PROMISSORY NOTE, DATED AS OF APRIL 2, 2026, BY AND BETWEEN INFLECTION POINT ACQUISITION CORP. V AND INFLECTION POINT FUND I LP

EX-10.1

Filename: ea028491701ex10-1.htm · Sequence: 2

Exhibit 10.1

AMENDMENT

NO. 2 TO PROMISSORY NOTE

This Amendment No. 2 to Promissory

Note (this “Amendment”) is made and entered into as of April 2, 2026, by and between Inflection Point Acquisition Corp.

V (formerly known as Maywood Acquisition Corp., the “Maker”) and Inflection Point Fund I LP (the “Payee”).

Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Promissory Note (as defined below).

RECITALS

WHEREAS, Maker executed and

delivered a Promissory Note (as amended, the “Promissory Note”) dated as of February 12, 2025 in the original principal

amount of up to $500,000 for the benefit of Maywood Sponsor, LLC (“Prior Sponsor”);

WHEREAS, Prior Sponsor advanced

to Maker an aggregate of $500,000 pursuant to the Promissory Note;

WHEREAS, on September 9, 2025,

Prior Sponsor assigned, sold, transferred and set over to Payee the Prior Sponsor’s full right, title, benefit, privileges and interest

in and to the Promissory Note and, following such assignment, the Payee was and is the “Payee” as such term is used in the

Promissory Note;

WHEREAS, on January 7, 2026,

Maker and Payee entered into an Amendment to the Promissory Note which increased the Principal Amount of the Promissory Note from up to

Five Hundred Thousand Dollars ($500,000) to Seven Hundred Thousand Dollars ($700,000);

WHEREAS, Maker has requested

that Payee further increase the Principal Amount of the Promissory Note from Seven Hundred Thousand Dollars ($700,000) to Eight Hundred

Thousand Dollars ($800,000) (the “Principal Increase”), and Payee has agreed, subject to the terms, conditions, and

understandings expressed in this Amendment, to grant the Principal Increase; and

WHEREAS, the terms of the

Promissory Note may be amended with the written consent of Maker and Payee.

NOW, THEREFORE, for good and

valuable consideration, the receipt of which is hereby acknowledged, Maker and Payee agree as follows:

1. Amendments

to Promissory Note.

a. Recitals.

Each of Maker and Payee acknowledges and agrees that the recitals set forth above are true and correct and are hereby incorporated into

and made a part of this Amendment.

b. Principal

Increase. The Principal Amount of the Promissory Note is hereby increased to Eight Hundred Thousand Dollars ($800,000) to reflect

the Principal Increase. All references to the Principal Amount, principal sum, principal balance, or similar words used in the Promissory

Note shall be deemed to refer to refer to the Principal Amount as amended by this Amendment, as the same may be further amended, replaced,

supplemented or otherwise modified from time to time.

2. No

Further Amendment. Except as expressly amended and modified by this Amendment, the Promissory Note is and shall continue to be in

full force and effect in accordance with the terms thereof.

3. Counterparts.

This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall

constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Amendment

(or such party’s signature page thereof) will be deemed to be an executed original thereof.

4. Governing

Law. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS

MADE IN AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK, QITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.

5. Further

Assurances. Each party hereto shall do and perform or cause to be done and performed, all such further acts and things, and shall

execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order

to carry out the intent and accomplish the purposes of this Amendment and the consummation of the transactions contemplated hereby.

[signature pages follow]

IN WITNESS WHEREOF, the parties have executed this

Amendment as of the date first set forth above.

MAKER:

INFLECTION POINT ACQUISITION CORP. V

By:

/s/ Michael Blitzer

Name:

Michael Blitzer

Title:

Chief Executive Officer

PAYEE:

Inflection Point Fund I LP

By: INFLECTION POINT GP I LLC, its General Partner

By:

/s/ Michael Blitzer

Name:

Michael Blitzer

Title:

Managing Member of General Partner

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