Form 8-K

8-K — Inflection Point Acquisition Corp. V

Accession: 0001213900-26-079194

Filed: 2026-07-17

Period: 2026-07-13

CIK: 0002028355

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0298139-8k425_inflection5.htm (Primary)

EX-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 (ea029813901ex2-1.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):

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.

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

EX-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

EX-2.1

Filename: ea029813901ex2-1.htm · Sequence: 2

Exhibit 2.1

SECOND AMENDMENT TO BUSINESS COMBINATION AGREEMENT

This Second Amendment to Business

Combination Agreement (this “Amendment”), dated as of July 13, 2026 (the “Amendment Date”), amends

that certain Business Combination Agreement, dated as of October 13, 2025, as amended on December 22, 2025 (the “Agreement”),

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

GOWell Technology Limited, a Cayman Islands exempted company (the “Company”), GOWell Energy Technology, a Cayman Islands

exempted company and IPCV Merger Sub Limited, a Cayman Islands exempted company. All capitalized terms used in this Amendment but not

otherwise defined herein shall have the respective meanings ascribed to such terms in the Agreement.

WHEREAS, pursuant to Section

13.8 of the Agreement, SPAC and the Company (the “Parties”) may amend the Agreement by executing an amendment in

writing; and

WHEREAS, the Parties desire

to amend the Agreement as provided below.

NOW, THEREFORE, in consideration

of the foregoing and the promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency

of which are hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:

1. Amendment

to the Agreement.

(a). Section 2.10(a)(i)

of the Agreement is hereby deleted in its entirety and replaced with the following:

(i) If PubCo achieves 2026 EBITDA (x) equal to or greater than 80% of the 2026 EBITDA Target but less than

90% of the EBITDA Target, a one-time issuance of 2,890,000 Earnout Shares, (y) equal to or greater than 90% of the 2026 EBITDA Target

but less than 100% of the 2026 EBITDA Target, a one-time issuance of 3,330,000 Earnout Shares, or (z) equal to or greater than 100% of

the 2026 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares;

(b). Section 11.3

of the Agreement is hereby amended and restated as follows:

“Fees and Expenses. Subject

to Section 8.13(c), Section 8.14(g) and Section 12.1, unless otherwise expressly provided

for in this Agreement, all fees, debt, costs and expenses, and Taxes incurred in connection with entering into this Agreement shall be

paid by the Party incurring such fees, costs and expenses, and Taxes. For the avoidance of doubt, (a) if this Agreement is terminated

in accordance with its terms, (i) the Company shall pay, or cause to be paid, all unpaid Company Transaction Expenses and (ii) SPAC

shall pay, or cause to be paid, all unpaid SPAC Transaction Expenses and (b) if the Closing occurs, PubCo shall pay, or cause to be paid,

any unpaid Company Transaction Expenses and SPAC Transaction Expenses. Notwithstanding anything to the contrary in this Agreement, if

the Closing occurs, in no event shall the aggregate SPAC Transaction Expenses exceed $9,000,000, including, without limitation, any extension

payment deposited into the Trust Account in connection with any Extension pursuant to the SPAC Charter (as amended) or the IPO Prospectus.

For purposes of the foregoing cap, none of the following shall constitute a SPAC Transaction Expense: (i) the deferred underwriting commissions

set forth in Section ‎4.22 of the SPAC Disclosure Schedules, (ii) the non-cash advisory fees of Cohen &

Company Capital Markets, and (iii) any advisory fees incurred by SPAC payable to any financial or capital markets advisor providing the

services set forth on Schedule 11.3, including the cash advisory fees payable to Cohen & Company Capital Markets (subject

to an aggregate cap of $2,000,000, the amount of which shall be mutually determined by SPAC and the Company).”

(c). The Agreement is hereby

amended to add a new Schedule 11.3 thereto, in the form set forth on Schedule 11.3 attached to this Amendment, which Schedule 11.3 is

hereby incorporated into and made a part of the Agreement for all purposes.

2. Full

Force and Effect. Except as expressly amended hereby, the Agreement remains unchanged and in full force and effect, and this Amendment

shall be governed by the terms of the Agreement, as amended by this Amendment. From and after the date of this Amendment, each reference

in the Agreement to “this Agreement,” “hereof,” “hereunder” or words of like import, and all references

to the Agreement in any and all agreements, instruments, documents, notes, certificates and other writings of every kind of nature (other

than in this Amendment or as otherwise expressly provided) will be deemed to mean the Agreement, as amended by this Amendment, whether

or not this Amendment is expressly referenced.

3. Provisions

Incorporated by Reference. The provisions of Article XIII of the Agreement are incorporated herein by reference and shall apply

to this Amendment mutatis mutandis.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties have executed this

Amendment as of the Amendment Date.

SPAC:

INFLECTION POINT ACQUISITION CORP. V

By:

/s/ Michael Blitzer

Name:

Michael Blitzer

Title:

Chief Executive Officer

COMPANY:

GOWell Technology Limited

By:

/s/ Wenhua Liu

Name:

Wenhua Liu

Title:

Director

[Signature Page to Amendment

to Business Combination Agreement]

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