Form 8-K

8-K — Inflection Point Acquisition Corp. V

Accession: 0001213900-26-095807

Filed: 2026-08-31

Period: 2026-08-31

CIK: 0002028355

SIC: 6770 (BLANK CHECKS)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0303966-8k425_inflection5.htm (Primary)

EX-2.1 — AMENDMENT TO BUSINESS COMBINATION AGREEMENT, DATED AS OF AUGUST 31, 2026, BY AND AMONG INFLECTION POINT ACQUISITION CORP. V AND GOWELL TECHNOLOGY LIMITED (ea030396601ex2-1.htm)

EX-10.1 — AMENDMENT TO SPAC HOLDERS SUPPORT AGREEMENT, DATED AS OF AUGUST 31, 2026, BY AND AMONG INFLECTION POINT FUND I, LP, MAYWOOD SPONSOR, LLC, COHEN & COMPANY CAPITAL MARKETS, A DIVISION OF J.V.B. FINANCIAL GROUP, LLC, SEAPORT GLOBAL SECURITIES LLC (ea030396601ex10-1.htm)

EX-10.2 — AMENDMENT TO AMENDED AND RESTATED LETTER AGREEMENT, DATED AS OF AUGUST 31, 2026, BY AND AMONG INFLECTION POINT ACQUISITION CORP. V, MAYWOOD SPONSOR LLC, INFLECTION POINT FUND I, LP, AND THE OTHER PARTIES THERETO (ea030396601ex10-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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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):

August 31, 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 and July 13, 2026, 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 August 31, 2026, IPEX and GOWell agreed

to terminate each and every post-closing transfer restriction applicable to Inflection Point Fund I, LP, a Delaware limited partnership

(“IPF”), Maywood Sponsor, LLC, a Delaware limited liability company (“Maywood Sponsor”, and together

with IPF, the “Sponsors”) Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“Cohen”),

and Seaport Global Securities LLC (“Seaport”, and together with Cohen, the “Representatives”). Accordingly,

on August 31, 2026, (i) IPEX and GOWell entered into the Third Amendment to the Business Combination Agreement (the “BCA

Amendment”), which removes the covenant requiring each Sponsor to enter into a Lock-Up Agreement with PubCo (the “Sponsor

Lock-Up Agreement”) at the closing of the Business Combination and delete the form of the Sponsor Lock-Up Agreement, (ii) IPEX,

GOWell, IPF, Maywood Sponsor, Cohen, and Seaport entered into an Amendment to SPAC Holders Support Agreement (the “Support Agreement

Amendment”), which removes in its entirety all references to the Sponsor Lock-Up Agreement, and (iii) IPEX, the Sponsors, the

Representatives, and the other parties to that certain Amended and Restated Letter Agreement, dated as of September 9, 2025 (the “Letter

Agreement”) entered into an omnibus amendment to the Letter Agreement and the Underwriting Agreement dated as of February 12,

2025, by and among IPEX, Maywood Sponsor and the Representative (the “Underwriting Agreement”) which terminates the

post-closing transfer restrictions set forth in the Letter Agreement and in the Underwriting Agreement (the “Omnibus Amendment”).

The effect of these amendments will be that an

aggregate of 3,337,500 PubCo Ordinary Shares collectively held by IPF, Maywood Sponsor, Cohen, and Seaport after the Closing will be freely

tradeable and not subject to lockup restrictions.

The foregoing descriptions of the BCA Amendment,

Support Agreement Amendment, and Omnibus Amendment do not purport to be complete and are qualified in their entirety by reference to the

full text of the BCA Amendment, Support Agreement Amendment, and Omnibus Amendment, which are filed as Exhibits 2.1, 10.1, and 10.2, respectively,

to this Current Report on Form 8-K and are incorporated herein by reference.

Item 8.01 Other Events

Supplemental Disclosures to Proxy Statement/Prospectus

As previously disclosed, an extraordinary general

meeting of the shareholders of IPEX will be held on September 3, 2026 to approve the Business Combination, which includes voting on the

proposals described in the definitive proxy statement/prospectus, filed by IPEX on August 11, 2026 (the “Proxy Statement/Prospectus”)

in order to consummate the Business Combination.

Additionally, in view of the parties’ entry

into the BCA Amendment, Support Agreement Amendment, and Omnibus Amendment, IPEX has determined to supplement certain information contained

in the Proxy Statement/Prospectus (the “Supplemental Disclosures”). The following Supplemental Disclosures should be

read in conjunction with the Proxy Statement/Prospectus, which should be read in its entirety. All page references are to pages in the

Proxy Statement/Prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the Proxy Statement/Prospectus.

Except as otherwise set forth below, the information set forth in the Proxy Statement/Prospectus remains unchanged.

New Redemption Deadline

Each reference to the redemption deadline as set

forth in the Proxy Statement/Prospectus is hereby amended to reflect the new deadline of 5:00 p.m. Eastern Time on September 2, 2025.

Proxy Statement/Prospectus Cover Page

The following updates and amends the first

and thirteenth paragraphs on the cover page to the Proxy Statement/Prospectus by (i) adding the double-underlined bolded text (indicated

textually in the same manner as the following example: underlined bolded text) and (ii) deleting the text with

strikethrough (indicated textually in the same manner as the following example: text with strikethrough), as set

forth below:

On October 13, 2025, the board of directors

(the “SPAC Board”) of Inflection Point Acquisition Corp. V, a Cayman Islands exempted company (formerly

known as Maywood Acquisition Corp., “SPAC”), unanimously approved the Business Combination Agreement, dated

October 13, 2025, by and among SPAC, GOWell Technology Limited, a Cayman Islands exempted company (the “Company”

or “GOWell”), GOWell Energy Technology, a Cayman Islands exempted company (“PubCo”),

and IPCV Merger Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of SPAC (“Merger Sub”)

(as amended on December 22, 2025, and July 13, 2026, and August 31 2026,

and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination

Agreement”), pursuant to which the following will occur: (a) SPAC will merge with and into PubCo, as a result of which

the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company (the “First Merger”

and the time of the First Merger, the “First Merger Effective Time”), and (b) Merger Sub will merge with

and into GOWell, as a result of which the separate corporate existence of Merger Sub will cease and GOWell will continue as the surviving

company and a wholly-owned direct subsidiary of PubCo (the “Second Merger,” together with the First Merger,

referred to collectively as the “Merger” or the “Business Combination,” and the time

of the Second Merger, the “Second Merger Effective Time”). The transactions contemplated by the Business Combination

Agreement are referred to herein as the “Transactions.” A copy of the Business Combination Agreement is attached

to the accompanying proxy statement/prospectus as Annex A.

In connection with the Closing, the Sponsors,

Representatives and certain other shareholders of SPAC who are members of the SPAC Board and/or management team (the “Insiders”)

will not be required to enter into any post-closing lock-up agreement with respect to the PubCo Ordinary Shares held by them as

of the Closing. will enter into an agreement (the “SPAC Lock-Up Agreement”) providing

that each of the Sponsors, Representatives and Insiders will not, subject to certain customary exceptions, transfer (i) the General

Lock-Up Securities (as defined below) during the period commencing from the Closing Date until the date that is the earlier of (x) six months

after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange,

reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common

stock for cash, securities or other property (the “General Lock-Up Period”) or (ii) the Private

Placement Lock-Up Securities (as defined below) during the period commencing from the Closing Date until the date that is the earliest

of (x) 30 days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger,

capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange

their shares of common stock for cash, securities or other property (the “Private Placement Lock-Up Period”).

For purposes of the SPAC Lock-Up Agreement, (a) the “General Lock-Up Securities” means the PubCo

Ordinary Shares issued to the Sponsors or Insiders in exchange for the SPAC Class A Shares and SPAC Class B Shares held by the

Sponsors (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged

or which are received in any recapitalization, share exchange, share conversion or similar transactions), and (b) the “Private

Placement Lock-Up Securities” means the PubCo Ordinary Shares issued to the Prior Sponsor and Representatives pursuant

to the terms of the Business Combination Agreement in exchange for the Private Placement Securities (as defined below) following the Unit

Separation (together with any dividends or distributions with respect to such securities or into which such securities are changed or

exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions). While the SPAC and

GOWell currently expect that all of the General Lock-Up Securities and Private Placement Lock-Up Securities held by the Sponsors,

Representatives, and Insiders will be subject to the above-described transfer restrictions, the SPAC and GOWell may mutually determine

to exclude from such lock-ups some or all of such securities if deemed necessary or desirable. If SPAC and GOWell waive any such

lock-up, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however you should know that

given such timing you may not be notified before the deadline for submitting redemption requests or the EGM. For more information, see

“Ancillary Documents — Lock-Up Agreements.”

Frequently Used Terms

The following updates and amends the terms

defined on pages xi through xv of the Proxy Statement/Prospectus by deleting the text with strikethrough (indicated textually in the same

manner as the following example: text with strikethrough), as set forth below:

“A&R Letter Agreement”

means the amended and restated letter agreement, dated September 9, 2025, as amended on August 31, 2026, by

and among the SPAC, Prior Sponsor, New Sponsor, and certain Insiders.

“Business Combination Agreement”

means the Business Combination Agreement, dated October 13, 2025, by and among SPAC, GOWell, PubCo and Merger Sub, as amended on

December 22, 2025, and July 13, 2026, and August 31 2026, and as it may be further

amended, restated, supplemented or otherwise modified from time to time.

“General Lock-Up Period”

means the period commencing from the Closing Date until the date that is the earlier of (x) six months after the Closing and

(y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other

similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities

or other property.

“General Lock-Up Securities”

means the PubCo Ordinary Shares issued to the Sponsors or Insiders in exchange for the SPAC Class A Shares and SPAC Class B

Shares held by the Sponsors (together with any dividends or distributions with respect to such securities or into which such securities

are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions).

“Private Placement Lock-Up Period”

means the period commencing from the Closing Date until the date that is the earliest of (x) 30 days after the Closing and (y) the

date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction

that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property.

“Private Placement Lock-Up Securities”

means the PubCo Ordinary Shares issued to the Prior Sponsor and Representatives pursuant to the terms of the Business Combination Agreement

in exchange for the Private Placement Securities (as defined below) following the Unit Separation (together with any dividends or distributions

with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization,

share exchange, share conversion or similar transactions).

“SPAC Holders Support Agreement”

means the support agreement, dated October 13, 2025, as amended on August 31, 2026, by and among the Sponsors,

Representatives, SPAC, GOWell and PubCo.

“SPAC Lock-Up Agreement”

means the lock-up agreement to be entered into at Closing, by and among the Sponsors, Representatives and Insiders.

Questions and Answers About the Business Combination

and the Extraordinary General Meeting

The following updates and amends the questions

and answers that appear on page xxvi of the Proxy Statement/Prospectus by deleting the text with strikethrough (indicated textually in

the same manner as the following example: text with strikethrough), as set forth below:

Q. How do the

SPAC Units offered in SPAC’s IPO differ from the Private Placement Units and what are the related risks for any holders

of SPAC Units after the Business Combination?

A. The Private Placement

Units are identical to the units sold in SPAC’s IPO in material terms and provisions, except that so long as they are held

by the Prior Sponsor, the Representatives or their respective permitted transferees, the Private Placement Units (including their

component securities) (i) may not be transferred, assigned or sold by the holders until the end of the Private Placement

Lock-Up Period and (ii) are entitled to registration rights.

Summary

The following updates and amends the Summary

of the Proxy Statement/Prospectus appearing on pages 1-2, 8-9 and 18-22 of the Proxy Statement/Prospectus by (i) adding the double-underlined

bolded text (indicated textually in the same manner as the following example: underlined bolded text) and (ii) deleting

the text with strikethrough (indicated textually in the same manner as the following example: text with strikethrough),

as set forth below:

SPAC

SPAC is a blank check company incorporated on

May 31, 2024 in the Cayman Islands as an exempted company, for the purpose of effecting a merger, share exchange, asset acquisition,

share purchase, reorganization or similar business combination with one or more businesses or entities.

On February 14, 2025, SPAC consummated its

IPO of 8,625,000 SPAC Units, including 1,125,000 SPAC Units subject to the underwriters’ over-allotment option. Each SPAC

Unit consists of one SPAC Class A Share and one SPAC Right, each SPAC Right entitling the holder thereof to receive one-fifth of

one SPAC Class A Share upon the completion of SPAC’s initial business combination. The Units were sold at an offering

price of $10.00 per Unit, generating gross proceeds of $86,250,000.

Simultaneously with the consummation of the IPO,

SPAC consummated a private placement of 265,625 Private Placement Units at a price of $10.00 per Private Placement Unit, generating

total proceeds of $2,656,250. The Private Placement Units were purchased by the Prior Sponsor and Representatives. The Private Placement

Units are identical to the Units sold in the IPO, except that they are subject to certain transfer restrictions and the holders

have been granted certain registration rights.

The SPAC Articles and the prospectus for its IPO

provide that the SPAC initially had 15 months from the closing its IPO (or up to 18 months if a definitive agreement for a business

combination is signed within 15 months but not yet consummated) to complete an initial business combination. Because the SPAC entered

into a definitive agreement for its initial business combination with GOWell in October 2025, the completion window was automatically

extended to 18 months from the closing of the IPO, or August 14, 2026. On July 20, 2026, SPAC filed a definitive proxy

statement seeking shareholder approval of an amendment to the SPAC Articles to extend the combination window from August 14, 2026

to August 31, 2026, and permit the SPAC Board to further extend such date up to four times in one month increments, to up to December 31,

2026. The holders of Public Shares will have the right to redeem their Public Shares in connection with such extension. On August

12, 2026, SPAC’s shareholders approved such amendment and shareholders holding an aggregate of 7,475,610 Public Shares exercised

their right to redeem their shares for approximately $10.59 per share of the funds held in the Trust Account, leaving approximately $12,166,471

in cash in the Trust Account after satisfaction of such redemptions. Following such redemptions, SPAC had an aggregate of 4,433,765 SPAC

Ordinary Shares outstanding, of which 3,443,765 were SPAC Class A Shares and 990,000 were SPAC Class B Shares.

The SPAC Class A Shares, SPAC Rights and

SPAC Units are listed on the Nasdaq Stock Market LLC under the symbols “IPEX”, “IPEXR and” “IPEXU,”

respectively.

SPAC’s principal executive offices are located

at 167 Madison Ave, Suite 205 #1017, New York, NY 10016 and its telephone number is (212) 476-6908. The mailing address

of SPAC’s registered office is Conyers Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman,

KY1-1111, Cayman Islands.

SPAC Holders Support Agreement

In connection with the execution of the Business

Combination Agreement, on October 13, 2025 as amended on August 31, 2026, SPAC entered into the SPAC Holders

Support Agreement with the Sponsors, Representatives, the Company and PubCo. Pursuant to the SPAC Holders Support Agreement, the

Sponsors and Representatives agreed to, among other things, (a) vote any SPAC Ordinary Shares held by such Sponsor or Representative,

as applicable, in favor of the Business Combination Agreement and the transactions contemplated thereby, (b) waive its anti-dilution rights

under the SPAC Articles, (c) waive its dissenter rights under Section 238 of the Cayman Companies Act and any other similar

statute, (d) be bound by certain other covenants and agreements related to the Transactions, and (e) be bound by certain transfer

restrictions with respect to the securities owned by such Sponsor or Representative, as applicable, in each case, on the terms and subject

to the conditions set forth in the SPAC Holders Support Agreement. The SPAC Holders Support Agreement also provides that each of the Sponsors

and Representatives has agreed irrevocably to waive its redemption rights in connection with the consummation of the Transactions with

respect to any SPAC Ordinary Shares they may hold. The SPAC Holders Support Agreement expires upon the earlier of the First Merger Effective

Time and the termination of the Business Combination Agreement. No consideration has been or will be paid by PubCo, SPAC or GOWell to

the Sponsors or Representatives in connection with such agreements. For more information, see “Ancillary Documents — SPAC

Holders Support Agreement.”

SPAC Lock-Up Agreement

In connection with the Closing, the Sponsors,

Representatives and Insiders will not be required to enter into any post-closing lock-up agreement with respect to the PubCo Ordinary

Shares held by them as of the Closing. enter into the SPAC Lock-Up Agreement providing that each of the Sponsors,

Representatives and Insiders will not, subject to certain customary exceptions, transfer (i) the General Lock-Up Securities

during the period commencing from the Closing Date until the date that is the earlier of (x) six months after the Closing and

(y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other

similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities

or other property or (ii) the Private Placement Lock-Up Securities during the period commencing from the Closing Date until

the date that is the earliest of (x) 30 days after the Closing and (y) the date following the Closing on which PubCo completes

a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having

the right to exchange their shares of common stock for cash, securities or other property. While the SPAC and GOWell currently expect

that all of the General Lock-Up Securities and Private Placement Lock-Up Securities held by the Sponsors, Representatives, and

Insiders will be subject to the above-described transfer restrictions, the SPAC and GOWell may mutually determine to exclude from

such lock-ups some or all of such securities if deemed necessary or desirable. If SPAC and GOWell waive any such lock-up, SPAC intends

to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you

may not be notified before the deadline for submitting redemption requests or the EGM. For more information, see “Ancillary Documents — Lock-Up Agreements.”

Interests of Certain SPAC Persons in the Business

Combination

In considering the unanimous recommendation of

the SPAC Board to vote in favor of the Business Combination Proposal, Merger Proposal, Advisory Organizational Documents Proposals, Incentive

Plan Proposal and Adjournment Proposal, shareholders should keep in mind that the Sponsors and SPAC’s officers and directors, and

entities affiliated with them, have interests in such proposals that are different from, or in addition to, the interests of the SPAC

Unaffiliated Shareholders.

The existence of financial and personal interests

of one or more of SPAC’s officers and directors may result in a conflict of interest on the part of such director(s) between

what he or they may believe is advisable and in the best interests of SPAC and its shareholders and what he or they may believe is best

for himself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsors have interests

in the Business Combination that may conflict with your interests as a shareholder.

The personal and financial interests of the Sponsors

and SPAC’s directors and officers may have influenced their motivation in identifying and selecting GOWell as a business combination

target, completing an initial business combination with GOWell and influencing the operation of the business following the Closing. In

considering the recommendation of the SPAC Board to vote for the proposals, SPAC’s shareholders should consider these interests.

These interests include, among other things:

● The Prior Sponsor holds 2,028,750 Founder Shares, initially purchased for $0.008 per share. Such 2,028,750

PubCo Ordinary Shares that the Prior Sponsor and its permitted transferees will receive upon conversion of such Retained Shares in the

Business Combination, if unrestricted and freely tradable, would have an aggregate value of approximately $21.44 million

based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior

to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions,

we believe such shares will have less value.

● The New Sponsor purchased 990,000 Founder Shares and the assignment of the Sponsor Loan for an aggregate

of $1,800,000, in a private placement consummated on September 9, 2025. Such 990,000 PubCo Ordinary Shares that the New Sponsor

and its permitted transferees will receive upon conversion of such Founder Shares in the Business Combination, if unrestricted

and freely tradable, would have an aggregate value of approximately $10.46 million based on the closing price of $10.57

per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus.

However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less

value.

● Given the differential in the purchase price that the each of the Sponsors paid for the Founder Shares

as compared to the price of the SPAC Class A Shares included in the SPAC Units sold in the IPO, the Sponsors may earn a positive

rate of return on its investment even if the PubCo Ordinary Shares trade below $10.00 per share and the Public Shareholders experience

a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsors diverge from the economic interests

of Public Shareholders because the Sponsors will realize a gain on their investment at times when the Public Shareholders realize a loss.

● The Prior Sponsor purchased 125,000 Private Placement Units for $1,250,000, or $10.00 per Private

Placement Unit, in a private placement that closed simultaneously with the IPO. Each Private Placement Unit consists of one SPAC

Class A Share and one SPAC Right exchangeable for one-fifth of one SPAC Class A Share. Following the Business Combination,

the 150,000 PubCo Ordinary Shares that the Prior Sponsor will receive upon conversion of such Private Placement Units, if unrestricted

and freely tradable, would have had an aggregate market value of approximately $1.59 million based on the closing price

of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy

statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such

shares will have less value.

● Each of the Sponsors will lose its entire investment in us, valued at approximately $1,275,000 for the

Prior Sponsor and $1,800,000 for the New Sponsor, if we do not complete a business combination within the completion window. If we do

not consummate a business combination by such date, as promptly as reasonable but not more than ten business days thereafter,

we will redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman

Islands law to provide for the claims of creditors and the requirements of other applicable law. In such event, the 2,153,750 and 990,000

SPAC Ordinary Shares held by the Prior Sponsor and the New Sponsor, respectively, may be worth very little, because following the redemption

of Public Shares, we would likely have few, if any, net assets and because the Sponsors have agreed to waive their rights to liquidating

distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period.

Additionally, in such event, the 125,000 SPAC Rights underlying the Private Placement Units held by the Prior Sponsor will expire

and become worthless.

● In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain

of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide

consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will

issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to

PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive

Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin,

Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company

Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing,

subject to continued service, and will not be subject to further lock-up. Following the Business Combination, the 4,481,250 PubCo Restricted

Shares received upon the conversion of such Company Restricted Shares, if unrestricted and freely tradable, would have had an aggregate

market value of approximately $47.37 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10,

2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Restricted Shares

will be subject to vesting, we believe such shares will have less value.

● Pursuant to the Signing PIPE Subscription Agreement, the New Sponsor purchased (i) 2,352,941 Company

Preferred Shares and (ii) Company Warrants exercisable for 980,392 Company Ordinary Shares, for an aggregate investment amount of

$20,000,000. At Closing, each of the Company Preferred Shares and the Company Warrants will be converted into the right to receive 2,464,986

PubCo Preferred Shares (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK

dividends, and using a Redemption Price of $10.50, representing the lesser of (a) $10.50 and (b) the per share amount held in the

SPAC’s trust account as of June 30, 2026) convertible into 2,156,863 PubCo Ordinary Shares (at an initial conversion price

of $12.00 per share) and 980,392 PubCo Warrants (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied

by 0.5) exercisable for 980,392 PubCo Ordinary Shares at an initial exercise price of $12.00. Calculated on an as-converted basis,

the 3,137,255 PubCo Ordinary Shares, would have an aggregate market value of approximately $32.56 million based on the closing price

of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this

proxy statement/prospectus, and such shares will not be subject to a lock-up. However, given such securities are not in-the-money as

of the date of this proxy statement/prospectus, we believe such securities will have less value.

● New Sponsor will receive its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate

Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing.

● The Sponsors and the SPAC’s officers and directors have agreed not to redeem any of the SPAC Ordinary

Shares held by them in connection with a shareholder vote to approve the Business Combination.

● If the Trust Account is liquidated, the New Sponsor has agreed to indemnify us to ensure that the proceeds

in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account

on the liquidation date, by the claims of prospective target businesses with which we have entered into a letter of intent, confidentiality

or similar agreement or business combination agreement or claims of any third party for services rendered or products sold to us (other

than our independent registered public accounting firm and the Representatives), but only if such a vendor or target business has not

executed a waiver of any and all rights to seek access to the Trust Account.

● The SPAC’s existing and former officers

and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability

insurance policy for a period of six (6) years after the Business Combination. Additionally, pursuant to the A&R Letter

Agreement and the Indemnification Agreement, the indemnification of the Prior Sponsor and New Sponsor, respectively, will survive the

Closing.

● In connection with the Closing, the New Sponsor

and the SPAC’s current officers and directors would be entitled to the repayment of any outstanding working capital loans and advances

that have been made to the SPAC. In order to finance transaction costs in connection with a business combination, the New Sponsor

or certain of the SPAC’s officers or directors may, but are not obligated to, loan the SPAC Working Capital Loans. In the event

that a business combination does not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay

the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of

such Working Capital Loans may be convertible into private placement units at $10.00 per unit at the option of the lender. The units would

be identical to the Private Placement Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans are outstanding.

● Additionally, the New Sponsor would be entitled

to the repayment of any loans that have been made to the SPAC pursuant to Sponsor Loan. In the event that a business combination does

not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay the Sponsor Loan, but no proceeds

from the Trust Account would be used to repay the Sponsor Loan. As of the date of this proxy statement/prospectus, $800,000 is outstanding

under the Sponsor Loan.

● Upon the Closing, subject to the terms and conditions

of the Business Combination Agreement, the New Sponsor, and the SPAC’s current officers and directors and their respective affiliates

may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating

an initial business combination, and repayment of any other loans. As of the date of this proxy statement/prospectus, no reimbursable

out-of-pocket expenses, advances, and other loans were outstanding.

● Pursuant to the Registration Rights Agreement,

the SPAC’s officers and directors, and the Sponsors and its members will have customary registration rights, including demand and

piggy-back rights, subject to cooperation and cut-back provisions with respect to the PubCo Ordinary Shares held

by such parties following the consummation of the Business Combination. It is estimated that each of the Prior Sponsor and New Sponsor

will hold 2,178,750 and 13,706,544 (excluding the PubCo Ordinary Shares underlying the PubCo Warrant) PubCo Ordinary Shares, respectively,

eligible for registration.

● The continued indemnification of former and current

directors and officers of SPAC and the New Sponsor and the continuation of directors’ and officers’ liability insurance after

the Business Combination.

● The fact that Kevin Shannon is expected to be

a director of PubCo following the Business Combination. As such, in the future, he may receive fees for his service as a director, which

may consist of cash or stock-based awards, and any other remuneration that the PubCo Board determines to pay its non-employee directors.

● The fact that the New Sponsor and SPAC’s

current directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination,

with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, which would cause the New Sponsor

to lose its entire investment. As a result, the New Sponsor may have a conflict of interest in determining whether GOWell is an appropriate

business with which to complete a business combination and/or in evaluating the terms of the Business Combination.

In addition, as a result of multiple business

affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require

our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity

rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe, however, that there were no such

corporate opportunities presented to our directors and officers which were not presented to the SPAC, and therefore that our directors’

and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a

business combination target. For more information, see “Information About the SPAC — Conflicts of Interest.”

Compensation to be Received by the Sponsors

and SPAC’s Officers and Directors in Connection with the Business Combination and Signing PIPE Investment

Set forth below is a summary of the amount of

compensation and securities received or to be received by the Sponsor and SPAC’s officers and directors in connection with the Business

Combination.

Securities to be Received

Other Compensation

New Sponsor

(i) 990,000 PubCo Ordinary Shares upon the exchange of 990,000 Founder Shares, which were initially purchased in the Sponsor Transaction for $1.31 per share, (ii) approximately 2,464,986 PubCo Preferred Shares upon the exchange of 2,352,941 Company Preferred Shares, which were initially purchased in the Signing PIPE Investment for $20 million (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026), (iii) PubCo Warrants upon the exchange of Company Warrants purchased in the Signing PIPE Investment (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied by 0.5) exercisable for 980,392 Company Ordinary Shares at an initial exercise price of $12.00, and (iv) its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing. Such securities will not be subject to any post-closing lock-up.

Repayment of the $800,000 principal amount outstanding

under the Sponsor Loan.

Continued indemnification and the continuation

of directors’ and officers’ liability insurance after the Business Combination.

Prior Sponsor

(i) 2,028,750 PubCo Ordinary Shares upon the exchange of 2,028,750 Retained Shares, which were initially purchased prior to the IPO for $0.008 per share, and (ii) 150,000 PubCo Ordinary Shares upon the exchange of 125,000 Private Placement Units purchased for $10.00 per Unit in a private placement. Such securities will not be subject to any post-closing lock-up.

Continued indemnification and the continuation of directors’ and officers’ liability insurance after the Business Combination.

SPAC Officers and Directors

In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up.

Kevin Shannon, the Chief Operating Officer of

the SPAC, is expected to serve as a director of PubCo after the Closing and, as such, in the future, may receive compensation for his

service as a director of PubCo as determined by the PubCo Board.

Reimbursement for any out-of-pocket expenses

incurred related to identifying, negotiating, investigating and completing the Business Combination; no such amounts are outstanding as

of the date of this proxy statement/prospectus.

Continued indemnification and the continuation

of directors’ and officer’s liability insurance after the Business Combination.

The securities to be issued to the Sponsors and

SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders.

None of the funds in the Trust Account will be used to compensate our officers or directors. Except as set forth above, no compensation

of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsors, SPAC’s officers and directors,

or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination.

However, as detailed above, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities

on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed

above. The reimbursement of expenses and advances to the Sponsors and SPAC’s officers and directors may result in a material dilution

of the equity interests of non-redeeming Public Shareholders.

Risk Factors

The following updates and amends page 64 of

the Proxy Statement/Prospectus by (i) adding the double-underlined bolded text (indicated textually in the same manner as the following

example: underlined bolded text) and (ii) deleting the text with strikethrough (indicated textually in the same

manner as the following example: text with strikethrough), as set forth below:

The A&R Letter Agreement with the Sponsors

and the SPAC’s officers and directors may be amended without shareholder approval.

The A&R Letter Agreement with the Sponsors,

Representatives and the SPAC’s officers and directors contains provisions relating to transfer restrictions of the Founder Shares,

Retained Shares and Private Placement Units, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating

distributions from the Trust Account. The A&R Letter Agreement may be amended without shareholder approval, and was amended and restated

in connection with the Sponsor Transaction. Additionally, on August 31, 2026, the parties thereto entered into an amendment

to the A&R Letter Agreement which terminates the post-closing lock-ups set forth in the A&R Letter Agreement. While the

SPAC does not expect the SPAC Board to approve any further amendments to the A&R Letter Agreement prior to the SPAC’s

initial business combination, it may be possible that the SPAC Board, in exercising its business judgment and subject to its fiduciary

duties, chooses to approve one or more amendments to the A&R Letter Agreement. Any such amendments to the A&R Letter Agreement

would not require approval from the SPAC Shareholders and may have an adverse effect on the value of an investment in the SPAC’s

securities. Concurrently with the execution of the Business Combination Agreement, the SPAC entered into the SPAC Holders’ Support

Agreement with the Sponsors and Representatives and GOWell, pursuant to which each of the Sponsors and Representatives agreed to vote

its shares in favor of all proposals being presented at the EGM. Amendment of the Sponsors and Representatives’ Support Agreement

would require approval from the SPAC, the Sponsors and Representatives, GOWell and PubCo, but would not require approval from the SPAC

Shareholders.

The Business Combination

The following updates and amends pages 103-104,

115, and 136-141 of the Proxy Statement/Prospectus by (i) adding the double-underlined bolded text (indicated textually in the same

manner as the following example: underlined bolded text) and (ii) deleting the text with strikethrough (indicated

textually in the same manner as the following example: text with strikethrough), as set forth below:

Ancillary Documents