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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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, ~~2024~~2025

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ~~___________~~ to ~~____________~~

Commission File Number 001-42518

~~MAYWOOD~~ INFLECTION POINT ACQUISITION CORP. V (Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or Other Jurisdiction of Incorporation)		(I.R.S. ~~EmployerIdentification~~Employer Identification No.)
418 Broadway, #6441Albany, NY		12207
167 Madison Ave, Suite 205 #1017 New York, NY		10016
(Address of Principal Executive Offices)		(Zip Code)

(~~718~~212) ~~974~~476-~~6945~~6908 (Registrant’s Telephone Number, Including Area Code)

(Registrant’s Telephone Number, Including Area Code)

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	~~MAYAU~~IPEXU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	~~MAYA~~IPEX	The Nasdaq Stock Market LLC
Rights, each entitling the holder to one-fifth of one Class A ordinary share upon the completion of the Company’s initial business combination	MAYAR	The Nasdaq Stock Market LLC
Rights, each entitling the holder to 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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes ~~☐ No~~ ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, ~~2024~~2025, the last business day of the ~~registrant~~Registrant’s most recently completed second fiscal quarter, computed by reference to the ~~registrant’s~~closing ~~Class~~price Aof ~~ordinary~~the ~~shares~~Class ~~were~~A ~~not~~Ordinary ~~publicly~~Shares ~~traded.~~reported ~~Accordingly,~~on ~~there~~the ~~was~~Nasdaq noGlobal ~~market~~Market ~~value~~(“Nasdaq”) ~~for~~on ~~the~~June ~~registrant’s~~30, ~~Class~~2025, Aof ~~ordinary~~$10.09 ~~shares~~per onshare, ~~such~~was ~~date~~approximately $87,026,250.

As of ~~April~~ 15March 23, ~~2025~~2026, 1110,~~909~~919,375 Class A ~~ordinary~~Ordinary ~~shares~~Shares, par value $0.0001 per share, and 3990,~~018,750~~000 Class B ~~ordinary~~Ordinary ~~shares~~Shares, par value $0.0001 per share, were issued and outstanding.

Documents Incorporated by Reference: ~~The information contained in the registrant’s prospectus dated February 12, 2025, as filed with the Securities and Exchange Commission on February 13, 2025, pursuant to Rule 424(b)(4) (SEC File No~~None. ~~333-284082) is incorporated into certain portions of Parts I, II, and III, as disclosed herein..~~

~~MAYWOOD~~INFLECTION POINT ACQUISITION CORP. V FORM 10-K

~~FORM 10-K~~Table of Contents

TABLE OF CONTENTS

PART I		1
Item 1.	Business	1
Item 1A.	Risk factors	10
Item 1B.	Unresolved Staff Comments	40
Item 1C.	Cybersecurity	40
Item 2.	Property	40
Item 3.	Legal Proceedings	40
Item 4.	Mine Safety Disclosures	40
PART II		41
Item 5.	Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities	41
Item 6.	[Reserved]	42
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	44
Item 8.	Financial Statements and Supplementary Data	45
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	45
Item 9A.	Controls and Procedures	45
Item 9B.	Other Information	45
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	45
PART III		46
Item 10.	Directors and Executive Officers of the Registrant	46
Item 11.	Executive Compensation	52
Item 12.	Security Ownership of Certain Beneficial Owners and Management and related Shareholder Matters	53
Item 13.	Certain Relationships and Related Transactions, and Director Independence	54
Item 14.	Principal Accounting Fees and Services	57
PART IV		58
Item 15.	Exhibits, Financial Statements, and Schedules	58
Item 16.	Form 10-K Summary	59

PART I
Item 1.	Business	4
Item 1A.	Risk Factors	4
Item 1B.	Unresolved Staff Comments	4
Item 1C.	Cybersecurity	4
Item 2.	Properties	5
Item 3.	Legal Proceedings	5
Item 4.	Mine Safety Disclosures	5
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	6
Item 6.	[Reserved]	6
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 8.	Financial Statements and Supplementary Data	13
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	13
Item 9A.	Controls and Procedures	13
Item 9B.	Other Information	13
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	13
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	14
Item 11.	Executive Compensation	18
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	19
Item 13.	Certain Relationships and Related Transactions, and Director Independence	20
Item 14.	Principal Accountant Fees and Services	20
PART IV
Item 15.	Exhibits, Financial Statement Schedules	21
Item 16.	Form 10-K Summary	22

2 Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS; SUMMARY OF RISK FACTORS

Certain statements in this Annual Report on Form 10-K (the “Annual Report”) of ~~Maywood~~Inflection Point Acquisition Corp. V (the “Company,” “we,” “us,” “our” or “~~Maywood~~IPEX”) may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report may include, for example, statements about:

● our ability to ~~select~~complete anour ~~appropriate~~initial ~~target~~ business combination with GOWell (as defined herein), or ~~businesses~~any other business combination;

● our ~~ability~~expectations toaround ~~complete~~the ~~our~~performance ~~initial~~of GOWell or any other prospective target business ~~combination~~or businesses;

● our expectations around the performance of the prospective target business or businesses;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

●

our potential ability to obtain additional financing to complete our initial business combination;

●

our pool of prospective target businesses;

●

the ability of our officers and directors to generate a number of potential acquisition opportunities;

●

our public securities’ potential liquidity and trading;

● the ~~lack~~use of aproceeds ~~market~~not ~~for~~held ~~our~~in ~~securities~~the Trust Account (as defined below);

● the use of proceeds not held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

●

the Trust Account not being subject to claims of third parties; or

●

our financial performance.

The forward-looking statements contained in this Annual Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the section of this Annual Report entitled “Risk Factors”. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

3Risk Factor ~~Table of Contents~~Summary

●

Our Public Shareholders may not be afforded an opportunity to vote on our initial business combination, and even if we hold a vote, holders of our Founder Shares will participate in such vote, which means we may complete our initial business combination even though a majority of our Public Shareholders do not support such a combination.

●

Our Public Shareholders’ only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of their right to redeem their Public Shares from us for cash.

●

If we seek shareholder approval of our initial business combination, as we expect to do in connection with the Proposed Business Combination, the Sponsors and Representatives have agreed to vote in favor of the Proposed Business Combination, regardless of how our Public Shareholders vote.

●

The ability of our Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

●

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure.

●

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

●

If we do not complete the Proposed Business Combination, we may not be able to consummate our initial business combination within the completion window, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate.

●

We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our Public Shares, and the Public Rights may be worthless.

●

If we seek shareholder approval of our initial business combination, our Sponsors, directors, executive officers, and their affiliates may elect to purchase Public Shares or Public Rights from Public Shareholders, which may influence a vote on a proposed business combination and reduce the public “float” of our Class A Ordinary Shares or Rights.

●

If a shareholder fails to receive notice of our offer to redeem our Public Shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

●

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable to complete our initial business combination, our Public Shareholders may receive only their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders.

●

If the net proceeds of the IPO and simultaneous private placement not being held in the Trust Account are insufficient to allow us to operate until the completion of the business combination, we will depend on loans from the New Sponsor or management team to complete the business combination.

●

If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

●

Our directors may decide not to enforce the indemnification obligations of the New Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

●

Our shareholders may be held liable for claims by third parties against the Company to the extent of distributions received by them upon redemption of their shares.

●

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations, including the Proposed Business Combination.

●

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsors, officers, directors or existing holders which may raise potential conflicts of interest.

●

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders do not agree.

●

An investment in our securities may result in uncertain U.S. federal income tax consequences.

●

Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination, as members of our management team have in connection with the Proposed Business Combination, and a particular business combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.

●

You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or Public Rights, potentially at a loss.

●

We are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

●

Past performance by our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the Company.

iii

PART I

~~ITEM~~ Item 1. ~~BUSINESS~~Business

We are 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 (a “Business Combination”). General

OnWe are ~~February~~a ~~14,~~blank ~~2025,~~check ~~the~~company ~~Company~~incorporated ~~consummated~~on ~~its~~May ~~initial~~31, ~~public~~2024, ~~offering~~in ~~(“Initial~~the ~~Public~~Cayman ~~Offering”~~Islands oras ~~“IPO”)~~an ofexempted 8company,~~625,000~~ ~~Units~~for ~~(“Units” and, with respect to~~ the ~~Class~~purpose Aof ~~ordinary~~effecting ~~shares~~a merger, ~~included~~amalgamation, inshare ~~the Units being offered~~exchange, ~~the~~asset ~~“Public Shares”)~~acquisition, ~~including~~share 1purchase,~~125,000~~ ~~Units~~reorganization ~~subject~~or tosimilar ~~the~~business ~~underwriters’~~combination ~~over-allotment~~with ~~option.~~one ~~Each~~or ~~Unit~~more businesses ~~consists~~or ofentities. ~~one~~We ~~Class~~have Aneither ~~Ordinary~~engaged ~~Share~~in ~~and~~any ~~one~~operations ~~Right,~~nor ~~each~~generated ~~Right~~any ~~entitling~~revenue ~~the holder thereof~~ to ~~receive~~date. ~~one-fifth~~Based ofon ~~one~~our ~~Class~~business ~~A Ordinary Share upon~~ activities, the ~~completion~~Company ofis ~~the~~a ~~Company’s~~“shell ~~initial~~company” ~~business~~as ~~combination.~~defined ~~The~~under ~~Units~~the ~~were~~Exchange ~~sold~~Act atbecause anwe ~~offering~~have ~~price~~no ofoperations ~~$10.00~~and ~~per~~nominal ~~Unit,~~assets ~~generating~~consisting almost ~~gross~~entirely ~~proceeds~~ of ~~$86,250,000~~cash.

Simultaneously with the consummation of the IPO, the Company consummated a private placement (the “Private Placement”) of 265,625 units (“Private Placement Units”), at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,656,250. The Initial ~~Private~~Public Placement Units were purchased by Maywood Sponsor, LLC, the Company’s sponsor (the “Sponsor”), and the underwriters in the IPO. The Private Placement Units are identical to the Units sold in the IPO, subject to certain exceptions. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units (or underlying securities), subject to certain customary exceptions, until 30 days after the completion of the Company’s initial business combination. Offering

InOn June ~~addition~~1, ~~the~~2024, Maywood Sponsor ~~lent~~LLC (the ~~Company~~“Prior anSponsor”) ~~aggregate~~paid of $~~500~~25,000, asor ofapproximately ~~the~~$0.003 ~~closing~~per ~~date~~share, to cover certain of ~~the~~our ~~IPO~~offering ~~bearing~~and noformation ~~interest~~costs in exchange for 8,050,000 Class B ordinary shares, par value $0.0001 per share (the “~~Sponsor~~Class B ~~Loan~~Ordinary Shares” or the “Founder Shares”). ~~The~~On ~~proceeds~~December of19, 2024, the Prior Sponsor ~~Loan~~forfeited ~~were~~an ~~added~~aggregate of to5,031,250 ~~the~~Founder ~~trust~~Shares ~~account~~for ~~established~~no consideration, resulting in ~~connection~~there ~~with~~being ~~the~~an ~~IPO~~aggregate of 3,018,750 Founder Shares outstanding. The number ~~Sponsor~~of ~~Loan~~Founder ~~shall~~Shares beoutstanding ~~repaid~~was atdetermined based on the ~~closing~~expectation that the total size of anthe ~~initial~~IPO ~~business~~would ~~combination.~~be Ifa maximum of 8,625,000 Class A Ordinary Shares if the ~~Company~~Representatives’ ~~does~~(as ~~not~~defined ~~complete~~below) anover-allotment ~~initial~~option ~~business~~was ~~combination~~exercised in full, and therefore that such Founder Shares would represent approximately 26% of the ~~Company~~issued ~~will~~and ~~not~~outstanding ~~repay~~shares after the ~~Sponsor~~IPO. ~~Loan~~As ~~and~~such, ~~its~~up ~~proceeds~~to ~~will~~393,750 beFounder Shares ~~distributed~~were subject to ~~public~~surrender ~~shareholders.~~and ~~The~~forfeiture ~~Sponsor~~depending ~~has~~on ~~waived~~the ~~any~~extent ~~claims~~to ~~against~~which the ~~trust~~Representatives’ ~~account~~(as defined below) over-allotment option, as discussed in ~~connection~~further ~~with~~detail ~~the~~below, ~~Sponsor~~was ~~Loan~~exercised.

~~For~~On February ~~further~~14, ~~details~~2025, ~~regarding~~the ~~our~~Company ~~business~~consummated its initial public offering (the “Initial Public Offering” or “IPO”) of 8,625,000 ~~see~~Units (“Units”), including 1,125,000 Units subject to the ~~section~~underwriters’ ~~titled~~over-allotment option. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “~~Proposed~~Class ~~Business~~A Ordinary Shares”, ~~contained~~and the inClass ~~our~~A ~~prospectus~~ordinary ~~dated~~shares ~~February~~sold 12as part of the IPO, ~~2025~~the “Public Shares”, ~~incorporated~~and bythe ~~reference~~holders ~~herein~~of the Public Shares, the “Public Shareholders”) and one right, each right entitling the holder thereof to receive one-fifth of one Class A Ordinary Share upon the completion of the Company’s initial business combination (the “Rights”, and the Rights sold as part of the IPO, the “Public Rights”). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000.

~~ITEM~~Simultaneously with 1Athe consummation of the IPO, pursuant to the purchase agreements entered into with each of (i) the Prior Sponsor and (ii) Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen”), and Seaport Global Securities LLC (“Seaport”, and together with Cohen, the “Representatives”, and the agreements, the “Private Placement Units Purchase Agreement”), the Company completed the private sale of 265,625 units at a purchase price of $10.00 per ~~RISK~~Unit ~~FACTORS~~to the Prior Sponsor and the Representatives (the “Private Placement Units”), generating gross proceeds of $2,656,250 in the aggregate. Such Private Placement Units are identical to the Units sold in the IPO, except that, so long as they are held by the Sponsors, Representatives, and each of their permitted transferees: (i) they may not be transferred, assigned or sold by the holder until thirty (30) days after the completion of a business combination, and (ii) they are entitled to registration rights.

~~For~~In addition, the ~~risks~~Prior ~~relating~~Sponsor tolent ~~our~~us ~~operations~~an aggregate of $500,000 ~~see~~as of the ~~section~~closing ~~titled~~date ~~“Risk~~of ~~Factors~~the IPO bearing no interest (the “Sponsor Loan”) ~~contained~~pursuant into ~~our~~a ~~prospectus~~promissory note dated February 12, 2025 (as amended, ~~incorporated~~the by“Promissory ~~reference~~Note”). ~~herein~~The proceeds of the Sponsor Loan were added to the trust account established in connection with the IPO (the “Trust Account”). As ~~Since~~part ~~such~~of ~~date~~the Sponsor Transfer Transaction (as defined below), ~~there~~the ~~have~~Prior ~~been~~Sponsor noassigned ~~material~~its ~~changes~~rights and obligations under the Sponsor Loan to the ~~risks~~New ~~relating~~Sponsor (as defined below). On January 7, 2026, we and the New Sponsor entered into an amendment to ~~our~~the ~~operations~~Promissory Note, as described in further detail below.

~~ITEM~~A total 1Bof $86,250,000 of the net proceeds from the IPO, including proceeds of the sale of the Private Placement Units and the Sponsor Loan, was deposited in the Trust Account, located in the United States with Continental Stock Transfer & Trust Company (“Continental”) acting as trustee and will be held as cash or in demand deposit accounts or invested in U.S. ~~UNRESOLVED~~government ~~STAFF~~securities, ~~COMMENTS~~within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in direct U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company for taxes payable and up to $100,000 to pay dissolution expenses, the proceeds from the IPO, the sale of the Private Placement Units and the Sponsor Loan will not be released from the Trust Account until the earliest of (i) the completion of an initial business combination, (ii) the redemption of the Public Shares if we are unable to complete an initial business combination within the completion window, subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend our Articles (as defined below) to (A) modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to the Articles or to redeem 100% of our Public Shares if we have not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

~~Not applicable.~~1

~~ITEM~~The Sponsor ~~1C.~~Transfer ~~CYBERSECURITY~~Transaction

WeOn September ~~are~~9, 2025, the Prior Sponsor entered into a ~~blank~~securities ~~check~~transfer ~~company~~agreement (the “Securities Transfer Agreement” and the transactions contemplated thereunder, the “Sponsor Transfer Transaction”) with noInflection ~~business~~Point ~~operations.~~Fund ~~Since~~I ~~our~~LP (the ~~Initial~~“New ~~Public~~Sponsor,” ~~Offering~~together with the Prior Sponsor, ~~our~~the ~~sole~~“Sponsors”), ~~business~~pursuant ~~activity~~to ~~has~~which, ~~been~~on ~~identifying~~September 9, 2025, the Prior Sponsor sold, and ~~evaluating~~the ~~suitable~~New ~~target~~Sponsor ~~businesses~~purchased, an aggregate of 990,000 Founder Shares for aan ~~business~~aggregate ~~combination.~~purchase ~~Therefore~~price of $1,300,000, weor doat ~~not~~a ~~consider~~per-share ~~that~~price weof ~~face~~$1.31. ~~significant~~Simultaneously ~~cybersecurity~~with ~~risk.~~the ~~Nevertheless,~~sale weby ~~employ~~the ~~various~~Prior ~~procedures~~Sponsor ~~designed~~of tosuch ~~identify~~Founder Shares, ~~protect~~the Prior Sponsor converted the 2,028,750 ~~detect~~Founder ~~and~~Shares ~~respond~~retained toby ~~and~~it ~~manage~~on ~~reasonably~~a ~~foreseeable~~one-for-one ~~cybersecurity~~basis ~~risks~~into ~~and~~Class ~~threats~~A ~~given~~Ordinary ~~our~~Shares ~~limited~~(the ~~operations~~“Retained Shares”). ~~These~~Also ~~include~~pursuant to the Securities Transfer Agreement, ~~but~~the ~~are~~Prior ~~not~~Sponsor ~~limited~~assigned its rights and obligations under the Sponsor Loan to the New Sponsor for a purchase price of $500,000. ~~internal~~In ~~reporting~~connection with the Securities Transfer Agreement, ~~monitoring~~the ~~and~~Company ~~detection~~entered into ~~tools~~a ~~and~~termination ~~anti-virus~~agreement ~~software. We~~(the ~~also~~“Administrative ~~periodically~~Services ~~assess~~Termination ~~risks~~Agreement”) ~~from~~with ~~cybersecurity~~the ~~and~~Prior ~~technology~~Sponsor, ~~threats~~pursuant to ~~and~~which ~~monitor~~the ~~our~~Company ~~information~~terminated ~~systems~~the ~~for~~Administrative ~~potential~~Services ~~vulnerabilities~~Agreement, ~~including~~dated ~~those~~February ~~that~~12, ~~could~~2025 ~~arise~~(the ~~from~~“Administrative ~~internal~~Services Agreement”), ~~sources~~and the Prior Sponsor forgave and ~~external~~fully ~~sources~~discharged ~~such~~all outstanding fees thereunder as ~~third-party~~of ~~service~~the ~~providers~~date weof dothe ~~business~~Sponsor Transfer ~~with~~Transaction.

4In connection ~~Table~~with the Sponsor Transfer Transaction, the Prior Sponsor delivered executed resignation letters of ~~Contents~~each of the Company’s officers and directors (other than Zikang Wu, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer) to the New Sponsor. As a result and pursuant to the resignation letters, the Company’s existing officers and directors, other than Zikang Wu (in his capacities as Chief Financial Officer and director), were replaced with the persons indicated in “Item 10. Directors and Executive Officers of the Registrant” of this Annual Report. In connection with the appointments of the new officers and directors, the Company and each of the new officers and directors entered into a new form of Indemnification Agreement, a joinder to the Registration Rights Agreement entered into in connection with the IPO, originally dated February 12, 2025, and the A&R Letter Agreement (as defined below), and the New Sponsor entered into the Sponsor Indemnification Agreement (as defined below).

ToFor more ~~date,~~information weon ~~have~~the ~~not~~Sponsor ~~experienced~~Transfer ~~any cybersecurity attacks. However~~Transaction, ~~any~~See ~~such~~“Item ~~attack could adversely affect our business~~13. ~~Further,~~ aCertain ~~penetration~~Relationships ~~of our systems or a third-party’s systems or other misappropriation or misuse of personal information could subject us to business, regulatory, litigation~~ and ~~reputation~~Related ~~risk~~Transactions, ~~which could have a negative effect on our business, financial condition~~ and ~~results of operations~~Director Independence”.

~~The~~Proposed Business ~~Audit~~Combination ~~Committee~~with ofGOWell the Board oversees our cybersecurity risk and receives regular reports from our management team on various potential cybersecurity matters, including areas of emerging risks, incidents and industry trends, and other areas of importance. We may in the future engage an assessor(s), consultant(s), auditor(s) or other third party(s) to supplement our existing cybersecurity processes.

~~ITEM~~On October 213, 2025, we entered into the Business Combination Agreement with 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 and wholly-owned subsidiary of the Company (“Merger Sub”) (as amended on December 22, 2205, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”, and the transactions contemplated thereby, the “Proposed Business Combination”). Pursuant ~~PROPERTY~~to the Business Combination Agreement, the following will occur: (a) the Company will merge with and into PubCo, as a result of which the separate corporate existence of the Company will cease and PubCo will continue as the surviving company (the “First Merger”), 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”).

WeGOWell Technology ~~currently~~Limited ~~utilize~~is ~~office~~an ~~space~~international atcompany ~~418~~that ~~Broadway,~~provides ~~#6441,~~a ~~Albany,~~wide NYrange ~~12207~~of innovative well logging technologies and ~~our~~distributed ~~telephone~~sensing solutions ~~number~~for isenergy ~~(718)~~companies ~~974-6945~~globally. The ~~office~~Company ~~space~~maintains wea ~~utilize~~multi-disciplinary isresearch ~~provided~~and todevelopment usteam bywith ~~our~~a ~~Sponsor~~robust ~~pursuant~~patent portfolio of technology aimed to ansolve ~~administrative~~complex ~~services~~industry ~~agreement~~challenges. We ~~will~~GOWell’s ~~reimburse~~solutions ~~our~~can ~~Sponsor~~be inapplied anto ~~amount~~a ~~equal~~wide range of wells from traditional energy to ~~$1,667~~energy ~~per~~transition. ~~month~~GOWell ~~for~~has ~~office~~a ~~space~~global, ~~utilities~~diverse ~~and~~customer ~~secretarial~~base ~~and~~with ~~administrative~~long-term ~~support~~relationships ~~made~~with ~~available~~the tokey usmajor oil service companies and operators in the energy sector. ~~Upon~~Headquartered ~~completion~~in ofSingapore, ~~our~~GOWell ~~initial~~has ~~business~~a ~~combination~~global ormanufacturing ~~our~~and ~~liquidation~~procurement network, wewith ~~will~~regional ~~cease~~hubs ~~paying~~in ~~these~~the ~~monthly~~United States ~~fees~~and UAE in addition to regional operations that cover more than 50 countries.

WeThe closing ~~consider~~of ~~our~~the ~~current~~Proposed ~~office~~Business ~~space~~Combination is subject to required approval by the Company’s shareholders, ~~combined~~GOWell’s ~~with~~shareholders, and the ~~other~~fulfilment ~~office~~of ~~space~~certain ~~otherwise~~other ~~available~~terms toand ~~our~~conditions ~~executive~~set ~~officers,~~forth ~~adequate~~in ~~for~~the ~~our~~Business ~~current~~Combination ~~operations~~Agreement.

~~ITEM~~For more 3information on the Proposed Business Combination, see the Company’s Current Report on Form 8-K (File No. ~~LEGAL~~001-42518), ~~PROCEEDINGS~~filed with the SEC on October 14, 2025.

~~There~~Name Change isExtraordinary noGeneral ~~material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.~~Meeting

~~ITEM~~On November 419, 2025, we held an extraordinary general meeting to approve (i) a proposal to change the name from “Maywood Acquisition Corp.” ~~MINE~~to ~~SAFETY~~“Inflection ~~DISCLOSURES~~Point Acquisition Corp. V” (the “Name Change Proposal”) and (ii) a proposal that the Company’s third amended and restated memorandum and articles of association (as may be amended from time to time, our “Articles”) be adopted in substitution for, and to the exclusion of, the existing second amended and restated memorandum and articles of association, to reflect the change of name. The Name Change Proposal was proposed to reflect that the Company is now led and back by the management team of Inflection Point Asset Management, LP. Each of the proposals was approved by the requisite vote of our shareholders.

~~Not applicable.~~2

5Amendment to ~~Table~~Sponsor ~~of Contents~~Loan

~~PART~~On January II7, 2026, we and the New Sponsor entered into an amendment to the Promissory Note, which increased the aggregate principal amount of the Promissory Note to $700,000 to reflect a $200,000 advance made by the New Sponsor to us for working capital (the “Amendment to the Sponsor Loan”). The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 loan, only upon the closing of our initial business combination and, with respect to the additional $200,000 loan, upon the earlier of the closing of our initial business combination and its liquidation. We may not prepay the Promissory Note. For more information, see “—Item 13. Certain Relationships and Related Transactions, and Director Independence.”

~~ITEM~~Business Combination ~~5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES~~Criteria

~~Market~~At the ~~Information~~time of our IPO, we identified several general criteria that we believed would be are important in evaluating prospective target businesses. In connection with the Proposed Business Combination, we utilized, and if we do not complete the Proposed Business Combination and instead seek to complete another initial business combination, we will utilize our experience and general criteria outlined below when evaluating acquisition opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these goals and criteria. Our criteria include:

~~Our~~● ~~Class~~Substantial Aopportunity ~~Ordinary~~for ~~Shares,~~growth ~~Rights~~following a business combination. Favorable sector and ~~units~~market ~~are~~dynamics ~~listed~~including onlarge ~~the~~unmet ~~Nasdaq~~demand, ~~Stock~~which ~~Market~~may ~~LLC~~drive ~~under~~organic ~~the~~growth ~~symbols~~with ~~“MAYA”,~~additional ~~“MAYAR~~opportunities ~~and”~~for ~~“MAYAU,”~~add-on ~~respectively~~acquisitions.

~~Holders~~● Leadership position. Defensible or disruptive niche, differentiated technology, competitive advantages.

As● ofTrack ~~March 31, 2025, there were 4 holders of~~ record of ~~our units, 1holder of record of our Class A Ordinary Shares, 1 holder of record of our Class B Ordinary Shares and 1 holder of record of our Rights~~profitability. We ~~believe~~Long-term wesustainable ~~have~~cash inflows ~~excess~~from ofcompetitive ~~300 beneficial holders of our securities~~advantages.

~~Dividends~~● Public company readiness. Proven public-ready management team, corporate governance, and reporting policies.

We● ~~have~~Strong ~~not~~& ~~paid~~qualified ~~any~~management ~~cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination~~team. ~~Further,~~Teams ~~if we incur any indebtedness in connection~~ with ~~our~~proven ~~initial~~track ~~business~~records ~~combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. The payment~~ of ~~cash~~driving ~~dividends~~revenue ~~in the future will be dependent upon our revenues~~ and ~~earnings,~~value ifcreation ~~any,~~for ~~capital requirements and general financial condition subsequent to completion of our initial business combination~~shareholders. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law.

~~Recent~~● ~~Sales~~Initial ofenterprise ~~Unregistered~~value. ~~Securities;~~Enterprise ~~Use~~value of ~~Proceeds~~between ~~from~~$200 ~~Registered~~million ~~Securities~~— $2 billion with readiness to grow.

On● ~~June~~Revenues. 1,Revenues ~~2024,~~of ~~Maywood~~between ~~Sponsor, LLC paid~~ $~~25,000,~~50 ormillion ~~approximately~~— $~~0.003~~500 ~~per share, to cover certain of our offering costs in exchange for 8,050,000 Class B ordinary shares~~million. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On December 19, 2024, the Sponsor forfeited an aggregate of 5,031,250 Class B ordinary shares for no consideration, resulting in there being an aggregate of 3,018,750 Class B ordinary shares outstanding.

OnThe criteria ~~February~~mentioned ~~14,~~above ~~2025,~~are ~~the~~not ~~Company~~intended ~~consummated~~to ~~its~~be ~~IPO~~exhaustive. ofAny ~~8,625,000~~evaluation ~~Units,~~relating ~~including 1,125,000 Units subject~~ to the ~~underwriters’~~merits ~~over-allotment option. Each Unit consists~~ of ~~one~~a ~~Class~~particular Ainitial ~~Ordinary~~business ~~Share~~combination may ~~and~~be ~~one Right~~based, ~~each Right entitling the holder thereof~~ to ~~receive one-fifth of one Class A Ordinary Share upon~~ the ~~completion~~extent ofrelevant, ~~the~~on ~~Company’s~~these ~~initial~~general ~~business~~criteria ~~combination.~~as ~~The~~well ~~Units~~as ~~were~~other ~~sold~~considerations atand anfactors ~~offering~~that ~~price~~our ofmanagement ~~$10.00~~team may ~~per~~deem ~~Unit, generating gross proceeds of $86,250,000~~relevant.

~~Cohen~~We expect &that ~~Company~~our ~~Capital~~management ~~Markets,~~team awill ~~division~~engage ofwith ~~J.V.B.~~their ~~Financial~~network ~~Group,~~of ~~LLC,~~relationships ~~acted~~to asarticulate ~~the~~our ~~lead~~initial ~~book-running~~business ~~manager~~combination ~~for the offering~~ criteria and ~~Seaport~~initiate ~~Global Securities acted as joint-book-runner for the offering. The securities in the offering were registered under the Securities Act on~~ a ~~registration~~disciplined ~~statement~~and onthorough ~~Form~~process ~~S-1~~of ~~(No.~~pursuing ~~333-284082). The Securities~~ and ~~Exchange~~evaluating ~~Commission~~prospective ~~declared~~target ~~the registration statement effective on February 12, 025~~businesses.

~~Simultaneously~~In evaluating ~~with~~GOWell ~~the~~as ~~consummation of the IPO, the Company consummated~~ a ~~Private~~target ~~Placement~~business ofwe ~~265~~conducted,~~625~~ ~~Private~~and ~~Placement~~if ~~Units,~~we atdo anot ~~price~~complete ofthe ~~$10.00~~Proposed ~~per~~Business ~~Private~~Combination ~~Placement~~and ~~Unit,~~instead ~~generating~~seek ~~total~~to complete ~~proceeds~~another ofinitial $2business combination,~~656,250.~~ ~~The Private Placement Units were purchased by the Sponsor and the underwriters~~ in ~~the~~evaluating ~~IPO.~~such ~~The~~other ~~Private~~prospective ~~Placement~~target ~~Units~~business, ~~are~~we ~~identical~~expect to ~~the~~conduct ~~Units~~a ~~sold~~thorough due indiligence ~~the~~review ~~IPO,~~that ~~subject~~will toencompass, ~~certain~~among ~~exceptions.~~other ~~The~~things, ~~purchasers~~meetings ofwith ~~the~~incumbent ~~Private~~management ~~Placement~~and ~~Units~~employees, ~~have~~document ~~agreed not to transfer~~reviews, ~~assign or sell any~~ interviews of ~~the~~customers ~~Private~~and ~~Placement Units (or underlying securities)~~suppliers, ~~subject~~inspection toof ~~certain customary exceptions~~facilities, ~~until~~as 30well ~~days~~as ~~after~~reviewing ~~the~~financial ~~completion~~and ofother ~~the~~information ~~Company’s~~that ~~initial~~will ~~business~~be ~~combination. The issuance was~~ made ~~pursuant~~ available to ~~the exemption from registration contained in Section 4(a)(2) of the Securities Act~~us.

~~An aggregate~~ Sourcing of ~~$86,250,000~~Potential ~~has~~Target ~~been deposited in the Trust Account established with Continental Stock Transfer & Trust Company acting as trustee in connection with the Initial Public Offering.~~Business

~~Transaction costs~~As described ~~amounted~~above, we intend to $5complete the Proposed Business Combination with GOWell. However,~~974~~ if we do not complete the Proposed Business Combination and instead seek another initial business combination,~~093,~~ ~~consisting~~we believe that the operational and transactional experience of $2our management team,~~156,250~~ ofcombined ~~cash~~with ~~underwriting~~their ~~fees,~~global ~~$3,450,000~~network of ~~deferred~~contacts, ~~underwriting~~will ~~commission~~provide ~~and~~us ~~$367,789~~with a number of ~~other~~potential ~~offering~~target ~~costs~~businesses to evaluate. ~~These~~ We ~~costs~~anticipate ~~were~~that ~~charged~~potential target businesses will be brought to ~~additional~~our ~~paid-in~~attention ~~capital~~by orvarious ~~accumulated~~sources ~~deficit~~within totheir ~~the~~network, ~~extent~~including ~~additional~~industry participants, ~~paid-in~~private ~~capital~~equity isfunds, ~~fully~~investment ~~depleted~~banks ~~upon~~and ~~completion~~business ofenterprises ~~the~~seeking ~~IPO~~to divest non-core assets or divisions.

~~ITEM~~We are 6not restricted from pursuing an initial business combination with a target business affiliated with our Sponsors or management team members, or making the acquisition through a joint venture or other shared ownership structure. ~~[RESERVED]~~If we seek to complete our initial business combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or a firm that commonly renders valuation opinions regarding the fairness of the transaction from a financial perspective. The Proposed Business Combination is not a transaction with a company that is affiliated with our Sponsors, or any of our officers or directors.

~~Not applicable.~~3

6Our directors ~~Table~~and ofofficers ~~Contents~~may have fiduciary or contractual obligations to other entities, which could require them to present acquisition opportunities to such entities before us. Nevertheless, given our management team’s network and sourcing capabilities, we believe these obligations will not materially undermine our ability to complete an initial business combination.

~~ITEM~~Effecting Our 7.Initial ~~MANAGEMENT’S~~Business ~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Combination

~~All~~We are ~~statements~~not ~~other~~presently ~~than~~engaged ~~statements~~in ofany ~~historical~~business ~~fact~~operation ~~included~~and inwe ~~this~~will ~~Form~~not ~~10-K~~engage ~~including,~~in ~~without~~any ~~limitation,~~business ~~statements~~operations ~~under~~for ~~“Management’s~~an ~~Discussion~~indefinite ~~and~~period ~~Analysis~~ of ~~Financial~~time. We ~~Condition~~intend ~~and~~to ~~Results~~effectuate ofour ~~Operations”~~initial ~~regarding~~business ~~the~~combination ~~Company’s~~using ~~financial~~cash ~~position,~~from ~~business~~the ~~strategy~~proceeds ~~and~~of the ~~plans~~IPO and ~~objectives~~the ofprivate ~~management~~placement ~~for~~of ~~future~~the ~~operations~~Private Placement Units, ~~are~~the ~~forward-looking~~proceeds ~~statements.~~of ~~When~~the ~~used~~sale of our securities in ~~this~~connection ~~Form~~with ~~10-K,~~our ~~words~~initial ~~such~~business ascombination ~~“anticipate,”~~(including ~~“believe,”~~pursuant ~~“estimate,”~~to forward ~~“expect,”~~purchase ~~“intend”~~agreements ~~and~~or ~~similar~~backstop ~~expressions,~~agreements aswe ~~they~~may ~~relate~~enter tointo usfollowing orthe consummation of the ~~Company’s~~IPO ~~management~~or otherwise), ~~identify~~securities issued ~~forward-looking~~to ~~statements.~~the ~~Such~~owners ~~forward-looking~~of ~~statements~~the ~~are~~target, ~~based~~debt onissued to bank or other lenders or the ~~beliefs~~owners of ~~management~~the target, asother ~~well~~securities asissuances, ~~assumptions~~or a ~~made~~combination ~~by,~~of ~~and~~the ~~information~~foregoing. ~~currently~~We ~~available~~may seek to, ~~the~~complete ~~Company’s~~our ~~management.~~initial ~~Actual~~business ~~results~~combination ~~could~~with ~~differ~~a ~~materially~~company ~~from~~or ~~those~~business ~~contemplated~~that bymay ~~the~~be ~~forward-looking~~financially unstable ~~statements~~or asin aits ~~result~~early stages of ~~certain~~development ~~factors~~or ~~detailed~~growth, inwhich ~~our~~would ~~filings~~subject ~~with~~us to the ~~SEC~~numerous risks inherent in such companies and businesses.

~~The~~Nasdaq 80% ~~following~~Fair ~~discussion~~Value and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.Test

~~Overview~~Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) on the date of the execution of a definitive agreement for such business combination. In connection with the Proposed Business Combination, our board of directors determined that the value of GOWell exceeded such 80% test on the date that the Business Combination Agreement was executed. If we pursue an alternate target, then our board of directors will make the determination as to the fair market value of our initial business combination. In the event that we seek to complete our initial business combination with a company that is affiliated with our Sponsors, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another independent firm that commonly renders valuation opinions or from an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

~~Maywood~~The Proposed ~~Acquisition~~Business ~~Corp.~~Combination ~~(the~~contemplates “our Company”) ismerging with and into a ~~blank~~newly ~~check~~formed holding company, ~~incorporated~~followed asby a ~~Cayman~~merger ~~Islands~~subsidiary of ~~exempted~~such holding company onmerging ~~May~~with 31and into GOWell, ~~2024~~resulting in the holding company acquiring 100% of the equity interests of GOWell. If ~~The~~we ~~Company~~do ~~was~~not ~~formed~~consummate the Proposed Business Combination and instead pursue an alternate initial business combination, we anticipate structuring our initial business combination so that the post-transaction company in which our Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the ~~purpose~~post transaction company owns or acquires 50% or more of ~~effecting~~the outstanding voting securities of the target or otherwise acquires a ~~merger~~controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our ~~share~~shareholders ~~exchange~~prior to the business combination may collectively own a minority interest in the post transaction company, ~~asset~~depending on ~~acquisition~~valuations ascribed to the target and us in the business combination. For example, ~~share~~we ~~purchase~~could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, ~~reorganization~~shares or ~~similar~~other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination ~~with~~could ~~one~~own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or ~~more~~assets of a target business or businesses ~~(“Business~~are ~~Combination”)~~owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of the 80% fair market value test described above. If the business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses.

~~Although~~Members of ~~the~~our ~~Company~~management isteam ~~not~~will ~~limited~~directly toor indirectly own Founder Shares and/or Private Placement Units and, accordingly, may have a conflict of interest in determining whether a particular ~~industry~~target business is an appropriate business with which to effectuate our initial business combination. The low price that our Sponsors, executive officers and directors (directly or ~~geographic~~indirectly) ~~region~~paid for ~~purposes~~the ofFounder ~~consummating~~Shares creates an incentive whereby our officers and directors could potentially make a ~~Business~~substantial ~~Combination~~profit even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders. If we are unable to complete our initial business combination within the completion window, the ~~Company~~Founder ~~intends~~Shares and Private Placement Units may be worthless, except to ~~focus~~the onextent ~~businesses~~they ~~with~~receive ~~enterprise~~liquidating distributions ~~values~~from ofassets ~~approximately~~outside ~~$250~~the ~~million~~Trust Account, which could create an incentive for our Sponsors, executive officers and directors to $1complete ~~billion.~~a ~~The~~transaction ~~Company~~even isif we select an ~~early~~acquisition ~~stage~~target ~~and~~that ~~emerging~~subsequently ~~growth~~declines ~~company~~in value and, asis ~~such~~unprofitable for Public Shareholders. Further, iteach isof ~~subject~~our toofficers ~~all~~and directors may have a conflict of interest with respect to evaluating a particular business combination if the ~~risks~~retention ~~associated~~or ~~with~~resignation ~~early~~of ~~stage~~any such officers and ~~emerging~~directors ~~growth~~was ~~companies~~included by a target business as a condition to any agreement with respect to our initial business combination.

As of December 31, 2024, the Company had not yet commenced any operations. All activity through December 31, 2024 relates to the Company’s formation, initial capitalization, and activities in preparation for its initial public offering (“IPO”), which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination. The Company expects to generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds of the IPO. The Company has selected December 31 as its fiscal year end.4

OnEach of ~~February~~our ~~14,~~officers ~~2025,~~and ~~the~~directors ~~Company~~presently ~~consummated~~has, ~~its~~and ~~IPO~~any of ~~8,625,000~~them ~~units~~in (the ~~“Units”),~~future ~~including~~may 1have additional,~~125~~ fiduciary,~~000~~ ~~Units~~contractual ~~issued~~or other obligations or duties to one or more other entities pursuant to ~~the~~which ~~full~~such ~~exercise~~officer ofor ~~the~~director ~~underwriters’~~is ~~over-allotment~~or ~~option,~~will atbe required to present a ~~price~~business ofcombination opportunity ~~$10.00~~to ~~per~~such ~~Unit~~entities. Accordingly, ~~generating~~if ~~gross~~any ~~proceeds~~of our officers or directors becomes aware of ~~$86~~a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations,~~250~~ he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity,~~000~~ subject to their fiduciary duties under Cayman Islands law. ~~Each~~Our ~~Unit~~amended ~~consists~~and restated memorandum and articles of ~~one~~association ~~Class~~provide Athat, ~~ordinary~~to ~~share~~the fullest extent permitted by law: (i) no individual serving as a director or an officer, ~~par~~among ~~value~~other ~~$0.0001~~persons, ~~per~~shall ~~share~~have any duty, except and ~~one~~to ~~right (~~the ~~“Public~~extent ~~Right”)~~expressly assumed by contract, ~~with~~to ~~each~~refrain ~~Public~~from ~~Right~~engaging ~~entitling~~directly or indirectly in the ~~holder~~same or similar business activities or lines of business as us, and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to ~~receive~~participate ~~one-fifth~~in, any potential transaction or matter which (~~1/5~~a) ofmay be a corporate opportunity for any director or officer, on the one ~~Class~~hand, Aand ~~ordinary~~us, ~~share~~on ~~upon~~the other or (b) the ~~consummation~~presentation of which would breach an existing legal obligation of a ~~Business~~director ~~Combination~~or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination.

~~Simultaneously~~In addition, ~~with~~our ~~the~~Sponsors ~~closing~~and ofour ~~the~~officers ~~IPO,~~and ~~the~~directors ~~Company~~have ~~consummated~~sponsored aand ~~private~~may ~~placement~~sponsor ofor ~~265,625~~form ~~units~~other ~~(the~~special ~~“Private~~purpose ~~Placement~~acquisition ~~Units”)~~companies similar atto aours ~~price~~or ofmay ~~$10.00~~pursue ~~per~~other ~~unit,~~business ~~generating~~or ~~gross~~investment ~~proceeds~~ventures ofduring ~~$2,656,250.~~the ~~The~~period ~~Private~~in ~~Placement~~which ~~Units~~we ~~were~~are ~~purchased~~seeking byan ~~the~~initial ~~Company’s~~business ~~sponsor,~~combination. As ~~Maywood~~a ~~Sponsor~~result, ~~LLC~~our ~~(the “Sponsor”)~~sponsor, officers and ~~the~~directors ~~underwriters.~~could ~~Each~~have ~~Private~~conflicts ~~Placement~~of ~~Unit~~interest ~~consists~~in ofdetermining ~~one~~whether ~~Class~~to Apresent ~~ordinary~~business ~~share~~combination opportunities ~~and~~to ~~one~~us ~~right~~or ~~(the~~to ~~“Private~~any ~~Right”)~~other special purpose acquisition company with which they may become involved. ~~The~~Any ~~Private~~such ~~Placement~~companies, ~~Units~~businesses or ~~are~~investments ~~substantially~~may ~~similar~~present toadditional ~~the~~conflicts ~~Units~~of ~~sold~~interest in ~~the~~pursuing ~~IPO~~an initial business combination target. However, ~~subject~~we todo ~~certain~~not ~~limited~~believe that ~~exceptions~~any ~~regarding~~such ~~transfer~~potential ~~restrictions~~conflicts ~~and~~would ~~liquidation~~materially ~~rights~~affect our ability to complete our initial business combination.

~~Additionally,~~Potential Purchases the Sponsor loaned the Company $500,000 (the “Sponsor Loan”), which was deposited into the trust account established in connection with the IPO (the “Trust Account”) to ensure that the amount in trust was equal to $10.00 per public share sold in the IPO. The Sponsor Loan bears no interest, is repayable upon consummation of aPublic ~~Business Combination, and will be forfeited if the Company does not complete a Business Combination. The Sponsor has waived any claims against the Trust Account in connection with the Sponsor Loan.~~Shares

~~The~~At any time prior to an extraordinary general meeting to approve an initial business combination, during a period when they are not then aware of any material nonpublic information regarding the Company’s ~~Units~~or its securities, ~~Class~~the ASponsors ~~ordinary~~or ~~shares~~our directors, managers, officers, advisors and their affiliates may purchase Public Shares or Public Rights ~~were~~in ~~approved~~privately ~~for~~negotiated ~~listing~~transactions or in the open market, or take other actions to incentivize non-redemption, although they are under no obligation to do so. There is no limit on the ~~Nasdaq~~number of ~~Global~~Public ~~Market~~Shares (“or Public Rights that such persons may purchase in such transactions, subject to compliance with applicable law and Nasdaq”) rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and ~~commenced~~have ~~trading~~not onformulated ~~March~~any 7terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Rights in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, ~~2025~~although still the record holder of our securities, ~~under~~is no longer the ~~symbols~~beneficial ~~“MAYAU~~owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsors or our directors,” ~~“MAYA~~managers,” officers, advisors and ~~“MAYAR~~their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights,” ~~respectively.~~such selling shareholders would be required to revoke their prior elections to redeem their shares.

~~Substantially~~The purpose ~~all~~ of ~~the~~any ~~net~~such ~~proceeds~~transactions ~~from~~could ~~the~~be ~~IPO,~~to ~~Private~~(1) increase ~~Placement,~~the ~~and~~likelihood ~~Sponsor~~of ~~Loan~~obtaining ~~are~~the ~~held~~shareholder inapproval of the ~~Trust~~initial ~~Account~~business combination, ~~which~~(2) ~~will~~reduce bethe ~~invested~~amount inof ~~U.S.~~redemptions ~~government securities with a maturity~~ of ~~185~~Public ~~days or less~~Shares, or in(3) reduce ~~money~~the ~~market~~number ~~funds~~of ~~that~~Public ~~comply~~Rights ~~with~~outstanding. ~~Rule~~Any ~~2a-7~~such purchases of ~~the~~our ~~Investment~~securities ~~Company~~may ~~Act,~~result ~~until~~in the ~~earlier of: (i) the~~ completion of ~~a Business Combination or (ii)~~ the ~~distribution~~business ofcombination ~~the~~that ~~funds~~may innot ~~the~~otherwise ~~Trust~~have ~~Account~~been ~~to the Company’s public shareholders~~possible.

7In addition, ~~Table~~if such purchases are made, the public “float” of ~~Contents~~our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsors ~~Company~~or ~~will~~our ~~provide~~directors, ~~its~~managers, ~~public~~officers, ~~shareholders~~advisors ~~with~~and ~~the~~their ~~opportunity~~affiliates towill ~~redeem~~be ~~all~~restricted orfrom amaking ~~portion~~purchases of ~~their~~shares ~~Class~~if Athe purchases ~~ordinary~~would ~~shares~~violate ~~upon~~Section 9(a)(2) or Rule 10b-5 of the ~~completion~~Exchange Act. ofAny asuch ~~Business~~purchases ~~Combination,~~will ~~either:~~be ~~(i)~~reported pursuant into ~~connection~~Section 13 ~~with~~and aSection 16 ~~general~~of ~~meeting~~the ~~called~~Exchange Act to ~~approve~~the extent such ~~Business~~purchasers ~~Combination~~are orsubject ~~(ii)~~to bysuch ~~means~~reporting requirements. ofAdditionally, ain ~~tender~~the ~~offer.~~event Ifthe Sponsors or the Company’s ~~seeks~~directors, ~~shareholder~~managers, ~~approval~~officers, itadvisors ~~will~~and ~~proceed~~their ~~with~~affiliates were ato ~~Business~~purchase ~~Combination~~Public ~~only~~Shares ifor itPublic ~~receives~~Rights, ansuch ~~ordinary~~purchases ~~resolution~~would ~~under~~be ~~Cayman~~structured ~~Islands~~in ~~law,~~compliance ~~which~~with ~~requires~~ the ~~affirmative~~requirements ~~vote~~ of ~~holders~~Rule 14e-5 under the ofExchange Act aincluding, ~~majority~~in ofpertinent ~~the~~part, ~~shares~~through ~~represented~~adherence atto athe ~~general meeting.~~following:

If● ~~the~~this ~~Company~~Annual ~~seeks~~Report ~~shareholder~~discloses ~~approval~~the ofpossibility athat ~~Business~~the ~~Combination~~Sponsors ~~and~~or ~~does~~our ~~not~~directors, ~~conduct~~managers, ~~redemptions pursuant to the tender offer rules~~officers, ~~the~~advisors ~~Company’s amended~~ and ~~restated~~their ~~memorandum~~affiliates ~~and~~may ~~articles~~purchase ofPublic ~~association~~Shares ~~provide that a public shareholder, together with any affiliate~~ or ~~any~~Public ~~other~~Rights ~~person~~from ~~acting~~Public asShareholders aoutside ~~“group” (as defined under Section 13 of~~ the ~~Exchange~~redemption ~~Act)~~process, ~~will~~along ~~be restricted from seeking redemption rights~~ with ~~respect~~the topurpose ~~more than 15%~~ of ~~the~~such ~~Public Shares without the Company’s prior written consent.~~ purchases;

The Sponsor, officers, and directors (the “Initial Shareholders”) have agreed: (a) to vote their Founder Shares and any public shares they acquire in favor of a Business Combination; (b) not to propose any amendment to the Company’s charter to affect the timing or substance of the redemption obligation unless public shareholders are offered an opportunity to redeem; (c) not to redeem any shares in connection with a shareholder vote to approve a Business Combination; and (d) to waive rights to liquidating distributions with respect to the Founder Shares and Private Placement Shares if no Business Combination is completed within the required timeframe.5

~~The~~● ~~Company~~if ~~will~~the ~~have~~Sponsors ~~15 months (~~or upour todirectors, 18managers, ~~months~~officers, ~~with~~advisors ~~extensions)~~and ~~from~~their ~~the~~affiliates ~~closing~~were ~~of the IPO~~ to ~~complete~~purchase aPublic ~~Business~~Shares ~~Combination~~from ~~(the~~Public ~~“Combination Period”). If the Company fails to complete a Business Combination within the Combination Period~~Shareholders, itthey ~~will:~~would ~~(i)~~do ~~cease~~so ~~all operations except for the purpose of winding up; (ii) redeem the public shares~~ at a ~~per-share~~ price ~~equal~~no tohigher ~~the~~than ~~amount then held in~~ the ~~Trust~~price ~~Account~~at ~~(net~~which ofPublic ~~permitted~~Shares ~~withdrawals),~~may ~~and~~be ~~(iii) as promptly as reasonably possible, subject to applicable law and approval of the Company’s board of directors, liquidate and dissolve.~~redeemed;

~~There~~● ~~will~~any beof noour ~~redemption~~securities ~~rights~~purchased orby ~~liquidating~~the ~~distributions~~Sponsors ~~with~~or ~~respect~~our todirectors, ~~the~~managers, ~~rights~~officers, oradvisors ~~private~~and ~~placement~~their ~~units,~~affiliates ~~which~~ will ~~expire~~not ~~worthless~~be ifvoted ain ~~Business~~favor ~~Combination~~of isthe ~~not~~initial ~~completed.~~business combination;

~~The~~● ~~Sponsor has agreed that it will be liable to~~ the ~~Company,~~Sponsors ~~if and to the extent any claims by a vendor for services rendered~~ or ~~products~~our ~~sold to the Company~~directors, ~~or a prospective target business with which the Company has discussed entering into a transaction agreement~~managers, ~~reduce the amounts in the Trust Account to below $10.10 per share~~officers, ~~except~~advisors ~~as to any claims by a third party who executed a waiver of any~~ and ~~all~~their ~~rights~~affiliates to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not bepossess ~~responsible to the extent of~~ any ~~liability~~redemption ~~for~~rights ~~such~~with ~~third-party~~respect ~~claims. The Company will seek~~ to ~~reduce~~our ~~the~~securities ~~possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses~~ or ~~other entities with which the Company does business~~, ~~execute~~if ~~agreements~~they ~~with~~do ~~the~~acquire ~~Company~~and ~~waiving~~possess ~~any~~redemption ~~right~~rights, ~~title,~~they ~~interest~~would orwaive ~~claim~~such ofrights; ~~any kind in or to monies held in the Trust Account.~~and

~~Results~~● ofwe ~~Operations~~will disclose in a Form 8-K, before the extraordinary general meeting, the following material items:

As○ ofthe ~~December~~amount ~~31,~~of ~~2024,~~securities ~~the~~purchased ~~Company~~outside ~~has~~of ~~not~~the ~~commenced~~redemption ~~any~~offer ~~operations.~~by ~~The~~the ~~only~~Sponsors ~~activity~~or ~~through~~the ~~December 31~~Company’s, ~~2024~~the Company’s, ~~was~~or the ~~formation~~target ofbusiness’ ~~the~~directors, ~~Company~~managers, officers, advisors and ~~preparation~~their ~~for~~affiliates, along with the ~~IPO.~~purchase price;

~~For~~○ the ~~period~~purpose ~~from~~of ~~May~~the ~~31,~~purchases ~~2024~~by ~~(inception)~~the toSponsors ~~December~~or ~~31,~~the ~~2024~~Company’s, the Company’s, ~~incurred~~or athe ~~net~~target ~~loss~~business’ ofdirectors, ~~$(7~~managers,~~712)~~ officers, ~~primarily~~advisors ~~consisting of formation~~ and ~~audit-related~~their ~~expenses.~~affiliates;

~~Liquidity~~○ the impact, if any, of the purchases by the Sponsors or our directors, managers, officers, advisors and ~~Capital~~their ~~Resources~~affiliates on the likelihood that the initial business combination will be approved;

As○ ofthe ~~December~~identities ~~31,~~of ~~2024,~~ the ~~Company~~security ~~had~~holders nowho ~~cash~~sold ~~and~~to ~~had~~the ~~not~~Sponsors ~~yet~~or ~~consummated~~the ~~its initial public offering (“IPO”). The~~ Company’s ~~liquidity~~directors, ~~needs~~managers, ~~prior~~officers, toadvisors ~~the~~and ~~IPO~~their ~~were~~affiliates ~~satisfied~~(if ~~through~~not apurchased ~~$25,000~~on ~~capital contribution from~~ the ~~Sponsor~~open inmarket) ~~exchange~~or ~~for Founder Shares. Further,~~ the ~~Sponsor~~nature ~~agreed~~of toour ~~provide~~security upholders ~~to $300~~(e.g.,~~000~~ ~~under~~5% asecurity ~~non-interest-bearing~~holders) ~~promissory~~who ~~note~~sold to ~~fund~~the ~~offering~~Sponsors, ~~and~~the ~~formation costs~~Company’s, noor ~~amounts had been drawn under~~ the ~~note~~target asbusiness’ ~~of December 31~~directors, ~~2024. Additionally~~managers, ~~the Sponsor paid certain offering and formation expenses on behalf of the Company totalling $111~~officers,~~190,~~ ~~which~~advisors ~~are non-interest-bearing~~ and ~~payable~~their onaffiliates; ~~demand.~~and

8○ ~~Table~~the number of ~~Contents~~Public Shares for which the Company has received redemption requests pursuant to its redemption offer.

OnLiquidation if ~~February~~No 14, 2025, the Company consummated its IPO of 8,625,000 units, including 1,125,000 units issued pursuant to the underwriters’ full exercise of their over-allotment option, generating gross proceeds of $86,250,000. Simultaneously with the closing of the IPO, the Company completed a private placement of 265,625 units at a price of $10.00 per unit, generating gross proceeds of $2,656,250. In addition, the Sponsor provided a $500,000 non-interest-bearing loan (the “Sponsor Loan”), which was deposited into the Trust Account to ensure that $10.00 per public share was placed in trust. The Sponsor Loan will be repaid upon the completion of a Business Combination~~. If a Business Combination is not completed, the Sponsor has waived any claims against the Trust Account, and the funds will be distributed to public shareholders.~~

~~Following~~The Articles provide that we have until the date that is 15 months from the consummation of the IPO (or up to 18 months from the consummation of the IPO if we have executed a definitive agreement for an initial business combination within 15 months from the consummation of the IPO but have not consummated an initial business combination within such 15-month period) (the “completion window”). If we have not completed our initial business combination within such time period and ~~after~~shareholders ~~payment~~have not otherwise approved an amendment to the Articles to extend such time period, we will (i) cease all operations except for the purpose of ~~offering~~winding ~~expenses~~up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the ~~Company~~Public ~~had~~Shares, ~~access~~at a per-share price, payable in cash, equal to ~~approximately~~the ~~$305~~aggregate amount then on deposit in the Trust Account,~~000~~ ofincluding interest earned on the funds held ~~outside~~in the Trust Account (which interest shall be net of taxes payable and up to ~~fund~~$100,000 ~~working~~of ~~capital~~interest ~~needs.~~to ~~The~~pay ~~Sponsor~~dissolution expenses), andivided ~~affiliate~~by the number of ~~the~~then-outstanding ~~Sponsor~~Public Shares, orwhich ~~certain~~redemption will ofcompletely ~~the~~extinguish ~~Company~~Public Shareholders’s ~~officers~~rights ~~and~~as ~~directors~~shareholders ~~may,~~(including ~~but~~the ~~are~~right ~~not~~to ~~obligated~~receive further liquidating distributions, if any), subject to applicable law, ~~provide~~and ~~additional~~(iii) as ~~working~~promptly ~~capital~~as ~~loans~~reasonably possible following such redemption, subject to ~~finance~~the ~~transaction~~approval of ~~costs~~our remaining shareholders and board of directors, liquidate and dissolve, subject in ~~connection~~each ~~with~~case ato ~~Business~~our ~~Combination~~obligations ~~(the~~under ~~“Working~~Cayman ~~Capital~~Islands law ~~Loans”).~~to Asprovide for claims of creditors and the ~~date~~requirements of ~~this~~other ~~filing,~~applicable law. There will be no ~~Working~~redemption ~~Capital~~rights ~~Loans~~or ~~have~~liquidating distributions ~~been~~with ~~issued~~respect to our rights, which will expire worthless if we fail to complete our initial business combination within the completion window.

~~Management~~In connection ~~believes~~with ~~that~~the IPO, our Prior Sponsor and prior officers and directors entered into the ~~funds~~Letter ~~held~~Agreement, ~~outside~~dated February 12, 2025. In connection with the Sponsor Transfer Transaction, on September 9, 2025, our Sponsors, officers and directors entered into the A&R Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial business combination within the completion window, although they will be ~~sufficient~~entitled to ~~fund~~liquidating distributions from assets outside the ~~Company’s~~Trust ~~operations~~Account. ~~for~~Such atredemption ~~least~~rights waiver was provided without any separate consideration paid in connection with providing such waiver. However, if our Sponsors or management team acquire Public Shares in or after the ~~next~~IPO, 12they ~~months~~will be entitled to liquidating distributions from the ~~issuance~~Trust ~~date~~Account ofwith ~~these~~respect ~~financial~~to ~~statements~~such Public Shares if we fail to complete our initial business combination within the completion window.

~~Off-Balance~~The Representatives ~~Sheet~~have ~~Arrangements~~agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event we do not complete our initial business combination within the completion window and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of our Public Shares.

AsOur Sponsors, ofofficers ~~December~~and 31directors have agreed, ~~2024~~pursuant to the A&R Letter Agreement, that they will not propose any amendment to the Articles ~~Company~~(A) to ~~did~~modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or certain amendments to our charter or to redeem 100% of our Public Shares if we do not ~~have~~complete our initial business combination within the completion window or (B) with respect to any ~~off~~other material provisions relating to shareholders’ rights or pre-~~balance~~initial business ~~sheet~~combination ~~arrangements~~activity, asin ~~defined~~each case unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in ~~Item~~cash, ~~303~~equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (awhich interest shall be net of taxes payable)~~(4)(ii)~~, divided by the number of ~~Regulation~~then ~~S-K~~outstanding Public Shares.

~~Contractual Obligations~~6

AsWe expect ofthat ~~December~~all ~~31,~~costs ~~2024~~and expenses associated with implementing our plan of dissolution, will be paid using available borrowing capacity under the ~~Company~~Promissory ~~had~~Note, ~~not~~as ~~yet~~well ~~consummated~~as ~~its~~payments ~~initial~~to ~~public~~any ~~offering~~creditors, ~~and~~although ~~therefore~~we ~~had~~cannot ~~not~~assure ~~entered~~you ~~into~~that ~~any~~there ~~material~~will ~~contractual~~be ~~obligations~~sufficient funds for such purpose. However, ~~upon~~if those funds are not sufficient to cover the ~~closing~~costs and expenses associated with implementing our plan of dissolution, to the ~~Company’s~~extent ~~initial~~that ~~public~~there ~~offering~~is onany ~~February~~interest ~~14,~~accrued ~~2025,~~in the ~~Company~~Trust ~~became~~Account ~~subject~~not required to pay taxes, we may request the ~~following~~trustee ~~material~~to ~~contractual~~release to ~~obligations:~~us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

●If we ~~Registration~~were ~~Rights~~to ~~Agreement:~~expend ~~Holders~~all of the ~~Founder~~net ~~Shares,~~proceeds ~~Private~~of ~~Placement~~the ~~Units~~IPO, ~~and~~sale ~~any units issuable upon conversion~~ of ~~Working~~Private ~~Capital~~Placement ~~Loans~~Units, ~~are~~and ~~entitled~~loans tounder ~~registration~~the ~~rights~~Sponsor ~~pursuant to a registration rights agreement. The agreement provides for demand and “piggy-back” registration rights~~Loan, ~~subject~~other tothan ~~certain~~the proceeds ~~conditions.~~deposited ~~The~~in ~~Company will bear~~ the ~~expenses~~Trust ~~associated~~Account, ~~with~~and ~~the~~without ~~registration~~taking ofinto ~~such~~account ~~securities.~~interest, ●if ~~Underwriting~~any, ~~Agreement:~~earned ~~Upon~~on the ~~closing~~Trust ofAccount ~~the~~less ~~IPO~~taxes ~~and full exercise of~~ payable, the ~~underwriters’ over~~per-~~allotment~~share ~~option,~~redemption ~~the~~amount ~~underwriters~~received ~~became~~by ~~entitled~~shareholders toupon aour ~~deferred~~dissolution ~~underwriting~~would ~~commission~~be ofapproximately $~~3,450,000~~10.00. The ~~deferred~~proceeds ~~underwriting~~deposited ~~commission~~in the ~~will~~Trust beAccount ~~payable~~could, ~~solely~~however, ~~upon~~become ~~the~~subject ~~consummation~~to of the ~~Company’s~~claims ~~initial~~of ~~Business~~our ~~Combination~~creditors ~~and~~which ~~will~~would behave ~~paid~~higher ~~from~~priority than the ~~funds~~claims ~~held~~of inour Public ~~the Trust Account~~Shareholders. ●We ~~Administrative~~cannot ~~Services~~assure ~~Agreement:~~you ~~Concurrent~~that ~~with~~ the ~~closing~~actual ofper-share ~~the~~redemption ~~IPO,~~amount ~~the~~received ~~Company~~by ~~entered~~shareholders ~~into~~will annot ~~administrative~~be ~~services~~substantially less ~~agreement~~than ~~with~~$10.00. ~~the~~While ~~Sponsor,~~we ~~pursuant~~intend to ~~which the Company will~~ pay ~~the~~such ~~Sponsor $1~~amounts,~~667~~ ~~per~~if ~~month for office space~~any, ~~utilities,~~we ~~and~~cannot ~~administrative~~assure ~~support.~~you ~~This~~that ~~agreement~~we will ~~terminate~~have ~~upon~~funds ~~the~~sufficient ~~earlier~~to ofpay ~~the consummation of a Business Combination~~ or ~~the~~provide for ~~Company~~all creditors’s ~~liquidation~~claims.

~~Related~~Although we ~~Party~~will ~~Transactions~~seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be advisable and in the best interests of the Company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Bush & Associates CPA LLC, our independent registered public accounting firm, and the Representatives will not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, the New Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the Company’s independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the Representatives against certain liabilities, including liabilities under the Securities Act. However, we have not asked the New Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the New Sponsor have sufficient funds to satisfy its indemnity obligations. Therefore, we cannot assure you that the New Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Founder~~In the ~~Shares~~event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the New Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our Independent Directors would determine whether to take legal action against the New Sponsor to enforce its indemnification obligations. While we currently expect that our Independent Directors would take legal action on our behalf against the New Sponsor to enforce its indemnification obligations to us, it is possible that our Independent Directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the Independent Directors to be too high relative to the amount recoverable or if the Independent Directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

On June 1, 2024, the Company issued an aggregate of 8,050,000 Class B ordinary shares (the “Founder Shares”) to Maywood Sponsor, LLC (the “Sponsor”) for an aggregate purchase price of $25,000 in cash, or approximately $0.003 per share. On December 19, 2024, the Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in the Sponsor holding 3,018,750 Founder Shares. The Founder Shares include an aggregate of up to 393,750 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment option is not exercised in full or in part, so that the Initial Shareholders will collectively own approximately 26% of the Company’s issued and outstanding shares after the IPO (assuming the Initial Shareholders do not purchase any Public Shares in the IPO and excluding the securities underlying the Private Placement Units).7

9If we ~~Table~~file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of ~~Contents~~third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.00 per share to our Public Shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or bankruptcy or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

~~The~~Our Public ~~Initial~~ Shareholders ~~have~~will ~~agreed~~be ~~not~~entitled to ~~transfer,~~receive ~~assign~~funds orfrom ~~sell~~the ~~any~~Trust Account only (i) in the event of the ~~Founder~~redemption of our Public Shares if we do not complete our initial business combination within the completion window, (~~except~~ii) in connection with a shareholder vote to ~~certain~~amend ~~permitted~~the ~~transferees~~Articles (A) to ~~until~~modify the ~~earlier~~substance or timing of ~~(i)~~our ~~one~~obligation ~~year~~to ~~after~~allow redemption in connection with our initial business combination or certain amendments to the ~~completion~~Articles or to redeem 100% of ~~the~~our ~~Company’s~~Public Shares if we do not complete our initial ~~Business~~business combination ~~Combination,~~within the completion window or (iiB) with ~~the~~respect ~~date~~to onany ~~which~~other ~~the~~material ~~Company~~provisions ~~completes~~relating ato ~~liquidation,~~shareholders’ ~~merger,~~rights or ~~share~~pre-initial ~~exchange~~business combination activity or ~~other~~(iii) if ~~similar~~they ~~transaction~~redeem ~~that~~their ~~results~~respective inshares ~~all~~for ofcash upon the ~~Company’s~~completion ~~public~~of ~~shareholders~~our initial ~~having~~business ~~the~~combination. ~~right~~In tono ~~exchange~~other ~~their~~circumstances ~~Class~~will Aa ~~ordinary~~shareholder ~~shares~~have ~~for~~any ~~cash,~~right ~~securities~~or interest of any kind to or ~~other~~in ~~property~~the Trust Account. ~~Notwithstanding~~In the ~~foregoing,~~event ifthat ~~the~~we ~~closing~~seek ~~price~~shareholder ofapproval ~~the~~in ~~Company~~connection with our initial business combination, a shareholder’s ~~Class~~voting in Aconnection ~~ordinary~~with ~~shares~~the ~~equals~~business orcombination ~~exceeds~~alone ~~$12.00~~will ~~per~~not ~~share~~result ~~(as~~in ~~adjusted~~a ~~for~~shareholder’s ~~share~~redeeming ~~splits,~~its ~~share~~shares ~~dividends,~~to ~~reorganizations~~us ~~and~~for ~~recapitalizations)~~an ~~for~~applicable pro rata ~~any~~share 20of ~~trading~~the ~~days~~Trust ~~within~~Account. ~~any~~Such ~~30-trading~~shareholder ~~day~~must ~~period~~have ~~commencing~~also atexercised ~~least~~its ~~150~~redemption ~~days~~rights ~~after~~described ~~the~~above. ~~Company’s~~These ~~initial~~provisions of ~~Business~~the ~~Combination~~Articles, ~~the~~like ~~Founder~~all ~~Shares~~provisions ~~will~~of the Articles, may be ~~released~~amended ~~from~~with ~~the~~a ~~lock-up~~shareholder ~~restrictions~~vote.

~~Administrative~~Redemption Rights ~~Services~~for ~~Agreement~~Public Shareholders upon Completion of our Initial Business Combination

~~Upon~~We will provide our Public Shareholders with the ~~closing~~opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their Public Shares upon the ~~IPO~~completion of our initial business combination at a per-share price, payable in cash, equal to the ~~Company~~aggregate ~~entered~~amount ~~into~~then anon ~~administrative~~deposit ~~services~~in ~~agreement~~the ~~with~~Trust Account calculated as of two business days prior to the ~~Sponsor~~consummation ~~pursuant~~of the initial business combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then outstanding Public Shares, subject to ~~which~~the limitations and on the ~~Company~~conditions ~~will~~described ~~pay~~herein. The amount in the ~~Sponsor~~Trust Account was initially $~~1,667~~10.00 per ~~month~~Public ~~for~~Share ~~office~~as ~~space~~of ~~and~~immediately ~~administrative~~following ~~support~~our ~~services~~IPO. ~~This~~The ~~arrangement~~per share amount we will distribute ~~terminate~~to ~~upon~~investors who properly redeem their shares will not be reduced by the ~~earlier~~deferred ofunderwriting commissions we will pay to the ~~completion~~underwriters. ofOur aSponsors, ~~Business~~officers ~~Combination~~and ordirectors have entered into the ~~Company’s~~A&R ~~liquidation~~Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, shares underlying the Private Placement Units and any Public Shares they may hold in connection with the completion of our initial business combination.

~~Promissory~~Limitation on ~~Note~~Redemption —Upon ~~Related~~Completion ~~Party~~of our Initial Business Combination if We Seek Shareholder Approval

OnIf we ~~June~~seek 1,shareholder ~~2024,~~approval ~~the~~of ~~Sponsor~~our ~~agreed~~initial tobusiness ~~loan~~combination ~~the~~and ~~Company~~we updo not conduct redemptions in connection with our initial business combination pursuant to ~~$300~~the tender offer rules,~~000~~ ~~under~~our Articles provide that a ~~non-interest-bearing~~Public ~~promissory~~Shareholder, ~~note~~together towith ~~cover~~any ~~expenses~~affiliate ~~related~~of tosuch ~~the~~shareholder or ~~Proposed~~any ~~Public~~other ~~Offering.~~person ~~The~~with ~~promissory~~whom ~~note~~such ~~was~~shareholder ~~payable~~is onacting ~~December~~in ~~31,~~concert ~~2024.~~or Asas a “group” (as defined under Section 13 of the ~~December~~Exchange 31Act), ~~2024~~will be restricted from seeking redemption rights with respect to Excess Shares without our prior consent. Absent this provision, a ~~total~~public shareholder holding more than an aggregate of ~~Nil~~15% ~~was~~of ~~outstanding~~the ~~under~~shares sold in the ~~note~~IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsors or our management at a premium to the then-current market price or on other undesirable terms.

~~Advances from Related Party~~Competition

~~The~~We have ~~Sponsor~~entered ~~paid~~into ~~certain~~the ~~formation,~~Business ~~deferred~~Combination ~~offering,~~Agreement ~~and~~with ~~operating~~GOWell. ~~expenses~~If onwe ~~behalf~~do ofnot consummate the ~~Company~~Proposed Business Combination and instead pursue an alternative initial business combination opportunity, ~~totaling~~then ~~$131~~in identifying,~~602~~ evaluating and selecting a target business for ~~the~~our initial ~~period~~business combination, we may encounter competition from ~~May~~other 31entities having a business objective similar to ours, ~~2024~~including other ~~(inception)~~special ~~through~~purpose ~~December~~acquisition 31companies, ~~2024~~private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. ~~These~~Many ~~advances~~of these entities are ~~non-interest-bearing~~well established and ~~payable~~have onextensive ~~demand~~experience identifying and effecting business combinations directly or through affiliates. AsMoreover, many of ~~December~~these 31competitors possess similar or greater financial, ~~2024~~technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the ~~outstanding~~acquisition ~~balance~~of ~~due~~a target business. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may reduce the ~~Sponsor~~resources ~~was~~available ~~$131~~to us for our initial business combination and our issued and outstanding rights,~~602~~ and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

~~Critical Accounting Policies~~8

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We had identified the following as its critical accounting policies:Facilities

~~Basis~~We maintain ofexecutive ~~Presentation~~offices at 167 Madison Avenue Suite 205 #1017, New York, NY 10016 provided by the New Sponsor. We consider our current office space, combined with the office space otherwise available to our executive officers, adequate for our current operations.

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC.Employees

~~Emerging~~We currently ~~Growth~~have ~~Company~~three officers: Michael Blitzer, our Chief Executive Officer, Zikang Wu, our Chief Financial Officer, and Kevin Shannon, our Chief Operating Officer. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed an initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for an initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of an initial business combination.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, it is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Company’s securities less attractive as a result, there may be a less active trading market for its securities and the prices of its securities may be more volatile.Periodic Reporting

We are required to file Annual Reports on Form 10-K ~~Table~~and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at www.sec.gov. In addition, the Company will provide copies of ~~Contents~~these documents without charge upon request from us in writing at 167 Madison Ave, Suite 205 #1017, New York, NY 10016 or by telephone at +1 (212) 476-6908.

InWe are ~~addition~~a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, ~~Section~~as ~~107~~such, are exempted from complying with certain provisions of the ~~JOBS~~Companies Act ~~also~~(As ~~provides~~Revised) ~~that~~of anthe Cayman Islands as the same may be amended from time to time (the “~~emerging~~Companies ~~growth~~Act”). As an exempted company”, ~~can~~we ~~take~~have ~~advantage~~applied offor and received a tax exemption undertaking from the ~~extended~~Cayman ~~transition~~Islands ~~period~~government ~~provided~~that, in accordance with Section ~~7(a)(2)(B)~~ 6 of the ~~Securities~~Tax Concessions Act (As Revised) of the Cayman Islands, for ~~complying~~a ~~with~~period ~~new~~of or20 ~~revised~~years ~~accounting~~from ~~standards.~~the Andate ~~“emerging~~of ~~growth~~the ~~company”~~undertaking, ~~can~~no ~~delay~~law which is enacted in the ~~adoption~~Cayman ofIslands ~~certain~~imposing any ~~accounting~~tax ~~standards~~to ~~until~~be ~~those~~levied ~~standards~~on ~~would~~profits, ~~otherwise~~income, gains or appreciations will apply to ~~private~~us ~~companies.~~or ~~This~~our ~~may~~operations ~~make~~and, ~~comparison~~in ofaddition, ~~the~~that ~~Company’s~~no ~~financial~~tax ~~statements~~to ~~with~~be levied ~~another~~on ~~public~~profits, ~~company~~income, gains or appreciations or which is ~~neither~~in anthe ~~emerging~~nature ~~growth~~of ~~company~~estate ~~nor~~duty anor ~~emerging~~inheritance ~~growth~~tax ~~company~~will ~~which~~be ~~has~~payable ~~opted~~(i) ~~out~~on or in respect of ~~using~~our ~~the~~shares, ~~extended~~debentures ~~transition~~or ~~period~~other ~~difficult~~obligations or ~~impossible~~(ii) ~~because~~by way of the ~~potential~~withholding ~~differences~~in whole or in ~~accounting~~part ~~standard~~of ~~used.~~a ~~The~~payment ~~Company~~of ~~intends~~dividend or other distribution of income or capital by us to ~~take~~our ~~advantage~~shareholders ofor ~~the~~a ~~benefits~~payment of ~~this~~principal ~~extended~~or ~~transition~~interest ~~period~~or other sums due under a debenture or other obligation of us.

~~Use~~We are an “emerging growth company,” as defined in Section 2(a) of ~~Estimates~~the Securities Act of 1933, as amended (the “Securities Act”), as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

~~The~~In addition, ~~preparation~~Section 107 of the ~~financial~~JOBS ~~statements~~Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in ~~conformity~~Section 7(a)(2)(B) of the Securities Act for complying with ~~GAAP~~new ~~requires~~or ~~management~~revised toaccounting ~~make~~standards. ~~estimates~~In ~~and~~other words, ~~assumptions~~an ~~that~~“emerging ~~affect~~growth ~~the~~company” ~~reported~~can ~~amounts~~delay the adoption of ~~assets~~certain ~~and~~accounting ~~liabilities~~standards ~~and~~until ~~disclosure~~those ofstandards ~~contingent~~would ~~assets~~otherwise apply ~~and~~to ~~liabilities~~private atcompanies. ~~the~~We ~~date~~intend to take advantage of the ~~financial~~benefits ~~statements~~of this extended transition period.

~~Making~~We will ~~estimates~~remain ~~requires~~an ~~management~~emerging togrowth ~~exercise~~company ~~significant~~until ~~judgment.~~the Itearlier isof at(1) ~~least~~the ~~reasonably~~last ~~possible~~day ~~that~~of the ~~estimate~~fiscal ofyear (a) following the ~~effect~~fifth anniversary of the acompletion ~~condition,~~of ~~situation~~the orIPO, ~~set~~(b) ofin ~~circumstances~~which ~~that~~we ~~existed~~have attotal ~~the~~annual ~~date~~gross revenue of ~~the~~at ~~financial~~least ~~statement~~$1.07 billion, or (c) in which ~~management~~we ~~considered~~are indeemed ~~formulating~~to be ~~its~~a ~~estimate,~~large ~~could~~accelerated ~~change~~filer, inwhich means the ~~near~~market ~~term~~value ~~due~~of toour ~~one~~Class orA ~~more~~Ordinary ~~future~~Shares ~~confirming~~that ~~events.~~are ~~Accordingly~~held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the ~~actual~~date ~~results~~on ~~could~~which ~~differ~~we ~~significantly~~have ~~from~~issued ~~those~~more ~~estimates~~than $1.0 billion in non-convertible debt during the prior three-year period.

~~Cash and Cash Equivalents~~9

~~The~~Additionally, we ~~Company~~are ~~considers~~“smaller ~~all~~reporting ~~short~~company” as defined in Item 10(f)(1) of Regulation S-~~term~~K. ~~investments~~Smaller ~~with~~reporting ancompanies ~~original~~may ~~maturity~~take advantage of ~~three~~certain ~~months~~reduced ordisclosure ~~less~~obligations, ~~when~~including, ~~purchased~~among toother bethings, ~~cash~~providing ~~equivalents~~only two years of audited financial statements. ~~The~~We will ~~Company~~remain ~~had~~a nosmaller ~~cash~~reporting ~~and~~company ~~cash~~until ~~equivalents~~the last day of the fiscal year in which (1) the market value of our Class A Ordinary Shares held by non-affiliates equals or exceeds $250 million as of ~~December~~the 31end of that year’s second fiscal quarter, ~~2024~~or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

~~Deferred~~Item 1A. ~~Offering~~Risk ~~Costs~~factors

~~Deferred~~An investment ~~offering~~in ~~costs~~our ~~consist~~securities ofinvolves ~~legal,~~a ~~accounting~~high ~~and~~degree ~~other~~of ~~expenses~~risk. ~~incurred~~You ~~through~~should ~~the~~consider ~~balance~~carefully ~~sheet~~all ~~date that are directly related to the Proposed Public Offering. Upon completion~~ of the ~~Proposed~~risks ~~Public~~described ~~Offering~~below, ~~offering costs associated~~ together with the ~~ordinary~~other ~~shares~~information ~~and~~contained ~~the~~in ~~rights~~this ~~will~~Annual beReport. ~~charged~~If toany ~~stockholder’s~~of ~~equity~~the ~~since~~following ~~both~~events ~~the~~occur, ~~public~~our ~~and~~business, ~~private~~financial ~~units~~condition ~~are~~and operating ~~expected~~results tomay ~~qualify~~be ~~for~~materially ~~equity~~adversely ~~classification~~affected. ~~Should~~In ~~the~~that ~~Proposed~~event, ~~Public~~the ~~Offering~~trading ~~prove~~price toof beour ~~unsuccessful,~~securities ~~these~~could ~~deferred costs~~decline, asand ~~well~~you ascould lose ~~additional~~all ~~expenses~~or topart beof ~~incurred,~~your ~~will be charged to operating expenses~~investment.

~~Ordinary~~Risks Relating ~~Shares~~to ~~Subject~~Our toBusiness ~~Possible~~and ~~Redemption~~the Initial Business Combination

~~The~~Our Public ~~Company~~Shareholders ~~accounts~~may ~~for~~not ~~its~~be ~~ordinary~~afforded ~~shares~~an ~~subject~~opportunity to ~~possible~~vote ~~redemption~~on inour ~~accordance~~initial ~~with~~business ~~the guidance in Accounting Standards Codification (“ASC”) Topic 480~~combination, ~~“Distinguishing~~and ~~Liabilities~~even ~~from~~if ~~Equity.”~~we ~~Ordinary~~hold ~~shares subject to mandatory redemption are classified as~~ a ~~liability~~vote, ~~instrument~~holders of ~~and~~our ~~are~~Founder ~~measured at fair value.~~ Shares ofwill ~~conditionally~~participate ~~redeemable~~in ~~ordinary~~such ~~shares~~vote, ~~(including~~which ~~ordinary~~means ~~shares~~we ~~that~~may ~~features~~complete ~~redemption~~our ~~rights~~initial ~~that~~business ~~are~~combination ~~either~~even ~~within~~though ~~the~~a ~~control~~ majority of ~~the~~our ~~holder~~Public orShareholders ~~subject~~do ~~to redemption upon the occurrence of uncertain events~~ not ~~solely~~support ~~within~~such ~~the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as~~ a ~~component of stockholder’s equity~~combination. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, upon completion of the Proposed Public Offering, the Class A ordinary shares will be presented at redemption value as temporary equity, outside of the stockholder’s equity section of the Company’s balance sheet.

~~The~~While we ~~Class~~plan Bto ~~ordinary~~hold ~~shares~~a ~~are~~shareholder ~~classified~~meeting to approve the Proposed Business Combination, if we do not complete the Proposed Business Combination and instead search for an alternate initial business combination opportunity, we may choose not to hold a shareholder vote to approve our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirement. Except for as required by applicable law or stock exchange requirement, the decision as to whether we will seek shareholder approval of an initial business combination or will allow shareholders to sell their shares to us in a ~~component~~tender offer will be made by us, solely in our discretion, and will be based on a variety of ~~stockholder’s~~factors, ~~equity~~such ~~since~~as ~~they~~the ~~are~~timing ~~not~~of ~~subject~~the transaction and whether the terms of the transaction would otherwise require us to ~~possible~~seek ~~redemption~~shareholder ~~outside~~approval. Even if we seek shareholder approval of our initial business combination, the ~~Company’s~~Sponsors ~~control~~will participate in the vote on such approval. Accordingly, we may complete our initial business combination even if a majority of our Public Shareholders do not approve of the business combination we complete.

~~Income~~Our Public ~~Taxes~~Shareholders’ only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of their right to redeem their Public Shares from us for cash.

~~The~~At the ~~Company~~time ~~accounts~~of ~~for~~investment ~~income~~in ~~taxes~~us, ~~under~~our ~~ASC~~Public ~~740,~~Shareholders ~~“Income~~were ~~Taxes”~~not ~~(“ASC~~provided ~~740”).~~with ~~ASC~~an ~~740~~opportunity ~~requires~~to evaluate the ~~recognition~~specific ofmerits ~~deferred~~or ~~tax~~risks of ~~assets~~our ~~and~~initial ~~liabilities~~business ~~for~~combination. ~~both~~Since ~~the~~our ~~expected~~board ~~impact~~ of ~~differences~~directors ~~between~~may ~~the~~complete ~~financial~~a ~~statement~~business ~~and~~combination ~~tax~~without ~~basis~~seeking ofshareholder ~~assets~~approval, Public ~~and~~Shareholders ~~liabilities~~may ~~and~~not ~~for~~have the ~~expected~~right ~~future~~or ~~tax~~opportunity ~~benefit~~ to bevote ~~derived~~on ~~from~~the ~~tax~~business ~~loss~~combination, ~~and~~unless ~~tax~~we ~~credit~~seek ~~carry~~such ~~forwards~~shareholder vote. Accordingly, ~~ASC~~their ~~740~~only ~~additionally~~opportunity ~~requires~~to aaffect ~~valuation~~the ~~allowance~~investment decision regarding our initial business combination may be limited to exercising their redemption rights within the period of time (which will be ~~established~~at ~~when~~least it20 isbusiness ~~more~~days) ~~likely~~set ~~than~~forth ~~not~~in ~~that~~our ~~all~~tender oroffer adocuments ~~portion~~mailed to ofour ~~deferred~~Public ~~tax~~Shareholders ~~assets~~in ~~will~~which ~~not~~we bedescribe ~~realized~~our initial business combination.

11If we ~~Table~~seek shareholder approval of ~~Contents~~our initial business combination, as we expect to do in connection with the Proposed Business Combination, the Sponsors and Representatives have agreed to vote in favor of the Proposed Business Combination, regardless of how our Public Shareholders vote.

~~ASC~~As of ~~740~~December ~~also~~31, ~~clarifies~~2025, the ~~accounting~~Sponsors ~~for~~and ~~uncertainty~~Representatives inown ~~income~~27.6% ~~taxes~~of ~~recognized~~our inissued anand ~~enterprise’s~~outstanding ~~financial~~ordinary ~~statements~~shares. ~~and~~The ~~prescribes~~Sponsors, aRepresentatives and ~~recognition~~management ~~threshold~~team ~~and~~may ~~measurement~~from ~~process~~time ~~for~~to ~~financial~~time ~~statement~~purchase ~~recognition~~Class ~~and~~A ~~measurement~~Ordinary ofShares aprior ~~tax~~to ~~position~~our ~~taken~~initial orbusiness ~~expected~~combination. toThe beArticles ~~taken~~provide that, inif awe ~~tax~~seek ~~return.~~shareholder ~~For~~approval ~~those~~of ~~benefits~~an toinitial bebusiness ~~recognized~~combination, asuch ~~tax~~initial ~~position~~business ~~must~~combination berequires ~~more-likely-than-not~~an toordinary beresolution which ~~sustained~~is ~~upon~~the ~~examination~~affirmative vote (in person (including virtually) or by ~~taxing~~proxy) ~~authorities.~~of ~~The~~holders ~~Company~~of ~~recognizes~~a ~~accrued~~majority ~~interest~~of ~~and~~the ~~penalties~~outstanding ~~related~~Ordinary toShares that ~~unrecognized~~are ~~tax~~entitled ~~benefits~~to asvote ~~income~~and ~~tax~~are ~~expense~~voted. ~~There~~As ~~were~~a noresult, ~~unrecognized~~in ~~tax~~addition ~~benefits~~to ~~and~~the noSponsors’ ~~amounts~~and ~~accrued~~Representatives’ ~~for~~Founder ~~interest~~Shares and Private ~~penalties~~Placement asUnits, ofwe ~~December~~would ~~31,~~not ~~2024.~~need ~~The~~any ~~Company~~of isthe ~~currently~~8,625,000 ~~not~~Public ~~aware~~Shares ofoutstanding ~~any~~to ~~issues~~be ~~under~~voted ~~review~~in ~~that~~favor ~~could~~of ~~result~~an initial business combination in ~~significant~~order ~~payments,~~to ~~accruals~~have orour ~~material~~initial ~~deviation~~business ~~from~~combination ~~its~~approved ~~position.~~(assuming ~~The~~that ~~Company~~only isthe ~~subject~~holders toof ~~income~~3,969,793 ~~tax~~ordinary ~~examinations~~shares, representing bya ~~major~~quorum ~~taxing~~under ~~authorities~~the ~~since~~Articles, ~~inception~~are voted).

~~The provision for income taxes was deemed to be de minimis for the period from May 31, 2024 (inception) through December 31, 2024.~~10

~~Concentration~~The ability of ~~Credit~~our ~~Risk~~Public Shareholders to redeem their Public Shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

~~Financial~~The consummation ~~instruments~~of ~~that~~the ~~potentially~~Proposed ~~subject~~Business Combination is conditioned on the ~~Company~~aggregate amount in the Trust Account and the proceeds from potential or actual PIPE investments being equal to ~~concentrations~~or ofexceeding ~~credit~~$50,000,000 ~~risk~~(the ~~consist~~“Closing Cash”) at any time on or prior to the closing of athe ~~cash~~Proposed ~~account~~Business Combination (the “Minimum Cash Condition”). We expect the Minimum Cash Condition to be satisfied based on anticipated proceeds from PIPE investments to be consummated in aconnection ~~financial~~with ~~institution,~~the ~~which,~~Proposed atBusiness ~~times~~Combination. If we do not complete the Proposed Business Combination and instead seek to complete another initial business combination, we may ~~exceed~~seek to enter into an initial business combination with a minimum cash requirement for (i) cash consideration to be paid to the ~~Federal~~target or ~~Depository~~its ~~Insurance~~owners, ~~Coverage~~(ii) cash for working capital or other general corporate purposes or (iii) the retention of ~~$250,000~~cash to satisfy other conditions. ~~The~~If ~~Company~~too ~~has~~many Public Shareholders exercise their redemption rights, we would not ~~experienced~~be ~~losses~~able onto ~~this~~meet ~~account~~such closing condition and, ~~management~~as ~~believes~~a result, would not be able to proceed with the ~~Company~~business iscombination. ~~not~~Consequently, ~~exposed~~if accepting all properly submitted redemption requests would make us unable to ~~significant~~satisfy ~~risks~~a onminimum cash condition as described above, we would not proceed with such ~~account~~redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

~~Net~~The ability ~~Loss~~of ~~Per~~our ~~Common~~Public ~~Share~~Shareholders to exercise redemption rights with respect to a large number of our Public Shares and the amount of deferred underwriting compensation may not allow us to complete the most desirable business combination or optimize our capital structure.

~~Net~~At the ~~loss~~time ~~per~~we ~~common~~entered ~~share~~into isthe ~~computed~~Business byCombination ~~dividing~~Agreement ~~net~~with ~~loss~~GOWell, bywe ~~the~~did ~~weighted~~not ~~average~~know ~~number~~— ofand, ~~ordinary~~if ~~shares~~we ~~outstanding~~do ~~during~~not complete the ~~period~~Proposed Business Combination and instead enter into an agreement for an alternate initial business combination opportunity, ~~excluding~~we ~~ordinary~~will ~~shares~~not ~~subject~~know — how many shareholders may exercise their redemption rights, and therefore will need to ~~forfeiture.~~structure ~~Weighted~~the ~~average~~transaction based on our expectations as to the number of shares ~~were~~that ~~reduced~~will be submitted for redemption. If our initial business combination agreement requires us to use a portion of the ~~effect~~cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of ancash ~~aggregate~~at closing, as the Proposed Business Combination does, we will need to reserve a portion of ~~393~~the cash in the Trust Account to meet such requirements,~~750~~ or ~~Class~~arrange Bfor ~~ordinary~~third ~~shares~~party ~~that~~financing. In addition, if a larger number of shares are ~~subject~~submitted for redemption than we initially expected, we may need to ~~forfeiture~~restructure ifthe transaction to reserve a greater portion of the ~~over~~cash in the Trust Account or arrange for third party financing. Raising additional third-~~allotment~~party ~~option~~financing ismay ~~not~~involve ~~exercised~~dilutive byequity issuances or the ~~underwriters~~incurrence ~~(see~~of ~~Notes~~indebtedness 5at ~~and~~higher 7)than desirable levels. AtFurthermore, ~~December~~this ~~31,~~dilution ~~2024,~~would increase to the ~~Company~~extent ~~did~~that ~~not~~the ~~have~~anti-dilution provision ~~any~~of ~~dilutive~~the ~~securities~~Class ~~and~~B ~~other~~Ordinary ~~contracts~~Shares results ~~that~~in ~~could,~~the ~~potentially,~~issuance beof ~~exercised~~Class orA ~~converted~~Ordinary ~~into~~Shares ~~ordinary~~on ~~shares~~a greater than one-to-one basis upon conversion of the Class B Ordinary Shares at the time of our initial business combination, though each of the Sponsors and ~~then~~Representatives ~~share~~have agreed to waive its anti-dilution rights under the Articles in connection with the ~~earnings~~Proposed ofBusiness Combination. The above considerations may limit our ability to complete the ~~Company~~most desirable business combination available to us or optimize our capital structure. As a result, ~~diluted~~our ~~loss~~obligations ~~per~~to ~~common~~redeem ~~share~~Public Shares for which redemption is requested and to pay the ~~same~~deferred asunderwriting ~~basic~~commissions ~~loss~~may ~~per~~not ~~common~~allow ~~share~~us ~~for~~to complete the ~~period~~most ~~presented~~desirable business combination or optimize our capital structure.

~~Fair~~In addition, ~~Value~~raising ~~Measurements~~additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provisions of the Class B Ordinary Shares result in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the Class B Ordinary Shares at the time of our business combination. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure and may result in substantial dilution from your purchase of our Class A Ordinary Shares. The effect of this dilution will be greater for our Public Shareholders than holders of our Founder Shares. The amount of the deferred underwriting compensation payable to the underwriter will not be adjusted for any shares that are redeemed in connection with an initial business combination, which may further dilute your investment. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting compensation and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting compensation. We may not be able to generate sufficient value from the completion of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur a net loss on your investment.

~~Fair~~The ability ~~value~~of isour ~~defined~~Public asShareholders ~~the~~to ~~price~~exercise ~~that~~redemption ~~would~~rights bewith ~~received~~respect ~~for~~to ~~sale~~a oflarge annumber ~~asset or paid for transfer~~ of aour ~~liability,~~shares incould anincrease ~~orderly transaction between market participants at~~ the ~~measurement~~probability that ~~date.~~our ~~GAAP~~initial ~~establishes~~business acombination ~~three-tier~~would ~~fair~~be ~~value~~unsuccessful ~~hierarchy,~~and ~~which~~that ~~prioritizes~~you ~~the~~would ~~inputs~~have ~~used in measuring fair value. The hierarchy gives the highest priority~~ to ~~unadjusted~~wait ~~quoted~~for ~~prices~~liquidation in ~~active~~order ~~markets for identical assets or liabilities (Level 1 measurements) and the lowest priority~~ to ~~unobservable~~redeem ~~inputs~~your ~~(Level 3 measurements)~~shares. ~~These tiers include:~~

·The Business ~~Level~~Combination 1,Agreement ~~defined~~requires asus ~~observable~~to ~~inputs~~have ~~such~~a asminimum ~~quoted~~amount ~~prices~~of cash at closing. We expect to satisfy this minimum cash condition through proceeds from a private investment in public equity (~~unadjusted~~“PIPE”) ~~for~~financing, ~~identical~~rather ~~instruments~~than from funds held in ~~active~~the Trust ~~markets;~~Account. ·However, ~~Level~~if 2the PIPE financing is not completed or yields insufficient proceeds, ~~defined~~and asa ~~inputs~~significant ~~other~~number ~~than~~of ~~quoted~~shareholders exercise ~~prices~~their redemption rights, we may fail to satisfy the minimum cash condition, in ~~active~~which ~~markets~~case ~~that~~the ~~are~~Proposed ~~either~~Business ~~directly~~Combination may ornot ~~indirectly~~be ~~observable~~completed. ~~such~~Similarly, asif ~~quoted~~we ~~prices~~do ~~for~~not ~~similar~~complete ~~instruments~~the inProposed ~~active~~Business ~~markets~~Combination orand ~~quoted~~instead ~~prices~~enter into an agreement for ~~identical~~an oralternate initial ~~similar~~business ~~instruments~~combination inopportunity, ~~markets~~such ~~that~~agreement ~~are~~may ~~not~~also ~~active;~~require us to have a minimum amount of cash at closing, and ·we ~~Level~~may face 3the same risk. If our initial business combination is unsuccessful, ~~defined~~you aswould ~~unobservable~~not ~~inputs~~receive your pro rata portion of the funds in the ~~which~~Trust ~~little~~Account oruntil nowe ~~market~~liquidate ~~data~~the ~~exists,~~Trust ~~therefore~~Account. ~~requiring~~If anyou ~~entity~~are in need of immediate liquidity, you could attempt to ~~develop~~sell ~~its~~your ~~own~~shares in ~~assumptions~~the open market; however, at such astime ~~valuations~~our ~~derived~~shares ~~from~~may ~~valuation~~trade ~~techniques~~at a discount to the pro rata amount per share in ~~which~~the ~~one~~Trust orAccount. ~~more~~In either ~~significant~~situation, ~~inputs~~you may suffer a material loss on your investment or ~~significant~~lose ~~value~~the ~~drivers~~benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are ~~unobservable~~able to sell your shares in the open market.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.11

12The requirement ~~Table~~that ofwe ~~Contents~~complete our initial business combination within the completion window may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

~~Fair~~We are ~~Value~~required to enter into an initial business combination within the completion window. At the time we entered into negotiations with GOWell, we had sufficient time remaining in the completion window, and we were able to conduct comprehensive due diligence and negotiate the Business Combination Agreement on terms we considered favorable. However, if we do not complete the Proposed Business Combination and instead seek an alternate initial business combination opportunity, any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination within the completion window. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation. The length of ~~Financial~~time ~~Instruments~~it may take us to complete our diligence and negotiate a business combination may reduce the amount of time available for us to ultimately complete an initial business combination should such diligence or negotiations not lead to a consummated initial business combination.

~~The~~Our search ~~fair~~for ~~value~~a ofbusiness ~~the~~combination, ~~Company’s~~and ~~assets~~any ~~and~~target ~~liabilities,~~business with which ~~qualify~~we asultimately ~~financial~~consummate ~~instruments~~a ~~under~~business ~~FASB~~combination, ~~ASC~~may ~~Topic~~be ~~820,~~materially adversely ~~“Fair~~affected ~~Value~~by ~~Measurement,”~~events ~~approximates~~that ~~the~~are ~~carrying~~outside ~~amounts~~of ~~represented~~our incontrol, ~~the~~such ~~accompanying~~as ~~balance~~increased ~~sheet~~geopolitical unrest, ~~primarily~~pandemic ~~due~~outbreaks toand ~~their~~volatility in ~~short-term~~the ~~nature.~~debt and equity markets.

~~Recently~~Our ability ~~issued~~to ~~accounting~~find ~~standard~~a potential target business and the business of any potential business with which we may consummate a business combination could be materially and adversely affected by events that are outside of our control. For example, geopolitical unrest (such as the ongoing military conflict between Russia and Ukraine, the ongoing conflicts in the Middle East, including hostilities with Iran and other current or future conflicts), including war, terrorist activity and acts of civil or international hostility are increasing. In particular, although the length, impact and outcome of the ongoing military conflict in Ukraine and the recent conflicts in the Middle East is highly unpredictable, these conflicts could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.

~~Management~~Similarly other ~~does~~events ~~not~~outside ~~believe~~of ~~that~~our control, including natural disasters, climate-related events pandemic or health crises (such as the COVID-19 pandemic) may arise from time to time, any ~~recently~~such ~~issued~~events may cause significant volatility and declines in the global markets, ~~but~~disproportionate impacts ~~not~~to ~~yet~~certain ~~effective~~industries or sectors, ~~accounting~~disruptions ~~pronouncements~~to commerce (including to economic activity, iftravel ~~currently~~and ~~adopted~~supply chain), ~~would~~loss ~~have~~of life and property damage, and may adversely affect the global economy or capital markets, and the business of any potential target business with which we may consummate a ~~material~~business ~~effect~~combination and could be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ~~Company’s~~ability ~~financial~~to ~~statements~~raise equity and debt financing which may be impacted by these and other events, including as a result of increased market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable or at all.

~~ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~12

~~Not~~Changes in ~~required~~international trade policies, tariffs and treaties affecting imports and exports may have a material adverse effect on our search for ~~smaller~~an ~~reporting~~initial ~~companies~~business combination target if we do not complete the Proposed Business Combination, our ability to complete the Proposed Business Combination or another initial business combination, and/or our business, financial condition and results of operations following completion of the Proposed Business Combination or another initial business combination.

~~ITEM~~There have 8recently been significant changes to international trade policies and tariffs affecting imports and exports. ~~FINANCIAL~~The ~~STATEMENTS~~U.S. ~~AND~~has ~~SUPPLEMENTARY~~implemented a ~~DATA~~range of new tariffs and increases to existing tariffs, and, in response to the tariffs announced by the U.S., other countries have imposed new or increased tariffs on certain exports from the United States. There is currently significant uncertainty about the future relationship between the United States and other countries with respect to trade policies, government regulations and tariffs. We cannot predict whether, and to what extent, current tariffs will continue or trade policies will change in the future. Any significant increases in tariffs on goods or materials or other changes in trade policy, or the perception that such changes could occur, could negatively affect our search for a target business if we do not complete the Proposed Business Combination and/or our ability to complete the Proposed Business Combination or another initial business combination. For example, if we pursue a target company which sources or manufactures material components outside of the U.S., these changes could materially impact such target company’s business and financial performance. Similarly, if we pursue a target company which exports products outside of the U.S., retaliatory tariff and trade measures imposed by other countries could affect such target’s ability to export products and therefore adversely affect its sales. We may not be able to adequately address the risks presented by these tariffs or other potential trade policy changes. As a result, if we do not complete the Proposed Business Combination, we may deem it costly, impractical or risky to complete an initial business combination with a particular target or with a target in a particular industry or from a particular country. Consequently, the pool of potential target companies may be reduced, which could impair our ability to identify a suitable target and to complete an initial business combination. The business prospects of GOWell or another target company could change even after we enter into a business combination agreement, as a result of tariffs or the threat of tariffs that may have a material impact on GOWell’s or such other target’s business. Accordingly, changes in trade and tariff policies could prevent or make it difficult or more expensive for us to complete the Proposed Business Combination or another initial business combination. Tariffs and threats of tariffs and other potential trade policy changes could also lead to material adverse effects on Holdco or another post-business combination company.

~~This~~If we ~~information~~do ~~appears~~not ~~following~~complete ~~Item~~the 15Proposed Business Combination, we may not be able to consummate our initial business combination within the completion window, in which case we would cease all operations except for the purpose of ~~this~~winding ~~Report~~up and iswe ~~included~~would ~~herein~~redeem byour ~~reference~~Public Shares and liquidate.

~~ITEM~~We have 9entered into a Business Combination Agreement with GOWell. ~~CHANGES~~However, INif ~~AND~~we ~~DISAGREEMENTS~~do ~~WITH~~not ~~ACCOUNTANTS~~complete ONthe ~~ACCOUNTING~~Proposed ~~AND~~Business ~~FINANCIAL~~Combination ~~DISCLOSURE~~and seek an alternative initial business combination opportunity, we may not be able to find a suitable target business and complete our initial business combination within the completion window. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our rights, which will expire worthless if we fail to complete our initial business combination within the completion window.

~~None~~We may decide not to extend the term we have to consummate our initial business combination, in which case we would redeem our Public Shares, and the Public Rights may be worthless.

~~ITEM~~We have 9Auntil August 14, 2026 or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. ~~CONTROLS~~If ~~AND~~we ~~PROCEDURES~~anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval to amend our Articles to extend the date by which we must consummate our initial business combination. However, we may decide not to seek to extend the date by which we must consummate our initial business combination. If we do not seek to extend the date by which we must consummate our initial business combination, and we are unable to consummate our initial business combination within the applicable time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable, interest released to us for working capital purposes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, the Rights may be worthless.

~~Evaluation of Disclosure Controls and Procedures~~13

~~Disclosure~~If we ~~controls~~seek ~~and~~shareholder ~~procedures~~approval ~~are~~of ~~designed~~our toinitial ~~ensure~~business ~~that~~combination, ~~information required to be disclosed by us in~~ our ~~Exchange Act reports is recorded~~Sponsors, ~~processed~~directors, ~~summarized~~executive officers, and ~~reported~~their ~~within~~affiliates ~~the~~may elect ~~time~~to ~~periods~~purchase ~~specified~~Public inShares ~~the~~or ~~SEC’s~~Public ~~rules~~Rights ~~and~~from ~~forms~~Public Shareholders, ~~and~~which ~~that~~may ~~such~~influence ~~information~~a isvote ~~accumulated~~on ~~and~~a ~~communicated~~proposed tobusiness ~~our~~combination and ~~management,~~reduce ~~including~~the ~~our~~public ~~principal~~“float” ~~executive~~of ~~officer~~our ~~and~~Class ~~principal~~A ~~financial~~Ordinary ~~officer~~Shares or ~~persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure~~Rights.

AsIf we ~~required~~seek byshareholder ~~Rules~~approval ~~13a-15~~of our initial business combination and ~~15d-15~~we ~~under~~do not conduct redemptions in connection with our initial business combination pursuant to the ~~Exchange~~tender ~~Act~~offer rules, the Sponsors or our ~~Principal~~directors, ~~Executive~~managers, ~~and~~officers, ~~Financial~~advisors and ~~Accounting~~their ~~Officer~~affiliates ~~carried~~may purchase ~~out~~Public anShares ~~evaluation~~or ofPublic ~~the~~Rights ~~effectiveness~~in ofprivately negotiated transactions or in the ~~design~~open ~~and~~market, ~~operation~~or take other actions to incentivize non-redemption, although they are under no obligation to do so. There is no limit on the number of ~~our~~Public ~~disclosure~~Shares ~~controls~~or Public Rights that such persons may purchase in such transactions, subject to compliance with applicable law and ~~procedures~~Nasdaq rules. However, other than as ofexpressly stated ~~December~~herein, 31they have no current commitments, ~~2024~~plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. ~~Based~~None onof ~~this~~the ~~evaluation~~funds in the Trust Account will be used to purchase Public Shares or Public Rights in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our ~~Principal~~securities, ~~Executive~~is ~~and~~no ~~Financial~~longer the beneficial owner thereof and ~~Accounting~~therefore ~~Officer~~agrees ~~concluded~~not to exercise its redemption rights. In the event that the Sponsors or the our ~~disclosure~~directors, ~~controls~~managers, officers, advisors and ~~procedures~~their ~~were~~affiliates ~~effective~~purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares.

~~Management’s~~The purpose ~~Report~~of onany ~~Internal~~such ~~Controls~~transactions ~~Over~~could ~~Financial~~be ~~Reporting~~to (1) increase the likelihood of obtaining the shareholder approval of the proposed business combination, (2) reduce the amount of redemptions, or (3) reduce the number of Public Rights outstanding. Any such purchases of our securities may result in the completion of the proposed business combination that may not otherwise have been possible.

~~This~~In addition, ~~annual~~if ~~report~~such ~~does~~purchases ~~not~~are ~~include~~made, athe ~~report~~public “float” of ~~management's~~our ~~assessment~~securities ~~regarding~~may ~~internal~~be ~~control~~reduced ~~over~~and ~~financial~~the ~~reporting~~number orof anbeneficial ~~attestation~~holders of ~~report~~our ofsecurities ~~the~~may ~~company's~~be ~~registered~~reduced, ~~public~~which ~~accounting~~may ~~firm~~make ~~due~~it difficult to amaintain ~~transition~~or ~~period~~obtain ~~established~~the byquotation, ~~rules~~listing ofor ~~the~~trading ~~Securities~~of ~~and~~our ~~Exchange~~securities on ~~Commission~~a ~~for~~national ~~newly~~securities ~~public companies~~exchange.

~~Changes~~The Sponsors or our directors, managers, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in ~~Internal~~the ~~Control~~event the ~~over~~Sponsors, ~~Financial~~the ~~Reporting~~Company’s or the target’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares or Public Rights, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

~~There~~● ~~were~~this noAnnual ~~changes~~Report indiscloses ~~our~~the ~~internal~~possibility ~~control~~that ~~over~~the ~~financial~~Sponsors ~~reporting~~or ~~during~~our ~~the~~directors, ~~most~~managers, ~~recent~~officers, ~~fiscal~~advisors ~~quarter~~and ~~that~~their ~~have~~affiliates ~~materially~~may ~~affected,~~purchase Public Shares or ~~are~~Public ~~reasonably~~Rights ~~likely~~from toPublic ~~materially~~Shareholders ~~affect~~outside the redemption process, ~~our~~along ~~internal~~with ~~control~~the ~~over~~purpose ~~financial~~of ~~reporting.~~such purchases;

~~ITEM~~● ~~9B.~~if ~~OTHER~~the ~~INFORMATION~~Sponsors or the our directors, managers, officers, advisors and their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the price at which Public Shares may be redeemed;

~~During~~● ~~the quarter ended December 31, 2024, no director or officer adopted or terminated~~ any ~~(i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a)~~ of ~~Regulation~~our ~~S-K~~securities ~~intending~~purchased toby ~~satisfy~~ the ~~affirmative~~Sponsors ~~defense conditions of Rule 10b5–1(c)~~ or ~~(ii)~~our ~~“non-Rule~~directors, ~~10b5-1~~managers, ~~trading arrangement~~officers,” asadvisors ~~defined in Item 408(a) of Regulation S-K;~~ and ~~(ii)~~their ~~there~~affiliates ~~was~~will nonot ~~information that was required to~~ be ~~disclosed~~voted onin afavor ~~Current~~of ~~Report~~approving onthe ~~Form~~proposed ~~8-K~~business ~~during such quarter that was not so disclosed.~~combination;

~~ITEM~~● ~~9C.~~the ~~DISCLOSURE~~Sponsors ~~REGARDING~~or ~~FOREIGN~~our ~~JURISDICTIONS~~directors, ~~THAT~~managers, ~~PREVENT~~officers, ~~INSPECTIONS~~advisors and their affiliates will not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

~~Not~~● ~~applicable.~~we will disclose in a Form 8-K, before the shareholder meeting to approve the proposed business combination, the following material items:

13○ ~~Table~~the amount of ~~Contents~~securities purchased outside of the redemption offer by the Sponsors or the Company, the Company’s, or target’s directors, managers, officers, advisors and their affiliates, along with the purchase price;

~~PART~~○ ~~III~~the purpose of the purchases by the Sponsors or the Company, the Company’s, or target’s directors, managers, officers, advisors and their affiliates;

~~ITEM~~○ ~~10.~~the ~~DIRECTORS~~impact, ~~AND~~if ~~EXECUTIVE~~any, ~~OFFICERS~~of OFthe ~~THE~~purchases ~~REGISTRANT~~by the Sponsors or our directors, managers, officers, advisors and their affiliates on the likelihood that the proposed business combination will be approved;

~~Directors~~○ the identities of the security holders who sold to the Sponsors or our directors, managers, officers, advisors and ~~Executive~~their ~~Officers~~affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the Sponsors, the Company’s, or the target’s directors, managers, officers, advisors and their affiliates; and

~~Our~~○ ~~current~~the ~~directors~~number ~~and~~of ~~executive~~Public ~~officers~~Shares ~~are~~for aswhich ~~follows:~~we have received redemption requests pursuant to its redemption offer.

Name	Age	Position
Zikang Wu	31	Chairman, Chief Executive Officer and Chief Financial Officer
Zixun Jin	36	Director
Hao Tian	31	Director
Chao Yang	36	Director

~~Zikang~~If a ~~Wu,~~shareholder ~~our~~fails ~~Chairman,~~to ~~Chief~~receive ~~Executive~~notice ~~Officer and Chief Financial Officer, is the founder and president~~ of ~~First~~our ~~Cover,~~offer ~~Inc.,~~to aredeem ~~New~~our ~~York-based~~Public ~~risk,~~Shares ~~compliance, and corporate services provider formed~~ in ~~April~~connection ~~2021.~~with Atour ~~First~~initial ~~Cover,~~business ~~Mr. Wu has advised numerous publicly traded companies~~combination, ~~emphasizing~~or fails ~~his expertise in public company listings, particularly within the SPAC sector. From June 2023~~ to ~~December~~comply ~~2023, Mr. Wu served as Chief Executive Officer, Chief Financial Officer, and Chairman of Healthcare AI Acquisition Corp., a SPAC that has entered into a business combination agreement~~ with ~~Leading Group Limited, a provider of insurance products in~~ the ~~People’s~~procedures ~~Republic~~for ofsubmitting ~~China. Additionally,~~or ~~Mr.~~tendering Wuits ~~is the Chief Executive Officer of Tigerless Health~~shares, ~~Inc.,~~such ashares USmay ~~direct-to-consumer~~not ~~Insurtech~~be ~~company that he founded in September 2018~~redeemed. Mr. Wu holds a Bachelor’s degree in accounting and finance from Lehigh University. We believe that Mr. Wu is well qualified to serve on the board of directors due to his experience in the SPAC industry and his relationships and contacts.

~~Zixun~~We will ~~Jin, a~~comply ~~member~~with ofthe ~~our~~proxy ~~board~~rules ofor ~~directors,~~tender ~~has~~offer ~~over~~rules, aas ~~decade~~applicable, ofwhen ~~experience~~conducting redemptions in ~~operations~~connection ~~management~~with ~~and~~our ~~data~~initial ~~analysis~~business combination. ~~From~~Despite ~~2013~~our tocompliance ~~2015,~~with ~~Mr.~~these ~~Jin~~rules, ~~demonstrated~~if ~~leadership~~a asshareholder ~~Operations~~fails ~~Manager~~to atreceive ~~European~~our ~~Dismantler~~proxy ~~Inc.,~~materials ~~where~~or hetender ~~oversaw~~offer ~~operations~~documents, as ~~developed~~applicable, ~~strategic~~such ~~plans,~~shareholder ~~and~~may ~~optimized~~not ~~workflows.~~become ~~From~~aware ~~2015~~of the opportunity to ~~2017~~redeem its shares. In addition, heproxy ~~served~~materials or tender offer documents, as aapplicable, ~~Unit~~that ~~Supply~~we ~~Specialist~~will furnish to holders of our Public Shares in connection with our initial business combination will describe the USvarious ~~Army~~procedures ~~25th~~that ~~Infantry~~must ~~Division.~~be ~~From~~complied ~~July~~with ~~2018~~in order to ~~April~~validly ~~2022~~tender or submit Public Shares for redemption. For example, hewe ~~was~~intend anto ~~Analyst~~require atour ~~Jeffrey~~public ~~Court~~shareholders ~~Inc.,~~seeking ~~and~~to ~~since~~exercise ~~May~~their ~~2022~~redemption rights, hewhether ~~has~~they ~~been~~are arecord ~~Senior~~holders ~~Analyst~~or hold attheir ~~Niagara~~shares ~~Bottling~~in ~~LLC.~~“street ~~Additionally~~name,” ~~Mr.~~to, ~~Jin~~at ~~worked~~the asholder’s aoption, ~~Data~~either ~~Mining~~deliver ~~Analyst~~their atshare ~~Lehigh~~certificates ~~University.~~to ~~Since~~our ~~January 2024~~transfer agent, ~~Mr.~~or ~~Jin~~to ~~has~~deliver ~~served~~their asshares anto ~~independent~~our ~~director~~transfer ofagent ~~Battery~~electronically ~~Future~~prior ~~Acquisition~~to ~~Corp.,~~the adate ~~SPAC~~set ~~that~~forth ~~has~~in ~~executed~~the aproxy ~~definitive~~materials ~~agreement~~or ~~for~~tender aoffer documents, ~~business~~as ~~combination~~applicable. ~~with~~In ~~Class~~the ~~Over~~case ~~Inc.~~of proxy materials, anthis ~~online~~date ~~education~~may ~~provider.~~be Heup ~~was~~to ~~previously~~two anbusiness ~~independent~~days ~~director~~prior ofto ~~Healthcare~~the AIscheduled ~~from~~vote ~~June~~on ~~2023~~the proposal to ~~December~~approve ~~2023.~~the Mrinitial business combination. ~~Jin~~In ~~holds~~addition, aif ~~Master’s~~we ~~degree~~conduct redemptions in ~~Industrial~~connection ~~and~~with ~~Systems~~a ~~Engineering~~shareholder ~~from~~vote, ~~Lehigh~~we intend ~~University~~to ~~and~~require a ~~Bachelor’s~~public ~~degree~~shareholder inseeking ~~Mechanical~~redemption ~~Engineering~~of ~~from~~its ~~Hefei~~Public ~~University~~Shares ofto ~~Technology.~~also Wesubmit ~~believe~~a ~~that~~written ~~Mr.~~request ~~Jin~~for isredemption ~~well~~to ~~qualified~~our transfer agent two business days prior to ~~serve~~the onscheduled vote in which the ~~board~~name of ~~directors~~the ~~due~~beneficial owner of such shares is included. In the event that a shareholder fails to ~~his~~comply ~~experience~~with these or any other procedures disclosed in ~~operations~~the ~~management~~proxy ~~and~~or ~~his~~tender ~~relationships~~offer ~~and~~materials, ~~contacts~~as applicable, its shares may not be redeemed.

~~Hao~~You will ~~Tian, a~~not ~~member~~be ofentitled ~~our board of directors, is a risk manager at Amazon.com, Inc. (“Amazon”), bringing professional experience in due diligence investigation, anti-money laundering and sanctions compliance. Prior~~ to ~~joining~~protections ~~Amazon,~~normally ~~Mr.~~afforded ~~Tian was a lead associate at Kroll, LLC (formerly Duff & Phelps), an investigation and financial risk advisory firm headquartered in New York, working in its Toronto and Reston, VA offices, from 2018~~ to ~~2021.~~investors ~~He began his career with the corporate security division at the World Bank Group based in Washington, D.C. Since January 2024, Mr. Tian has served as an independent director~~ of ~~Battery~~other ~~Future.~~blank Hecheck ~~was~~companies ~~previously~~subject ~~an independent director of Healthcare AI from June 2023~~ to ~~December~~Rule ~~2023. Mr.~~419 ~~Tian holds a Master’s degree from Georgetown University’s School~~ of ~~Foreign Service and a Bachelor’s degree in international relations and French studies from Lehigh University. We believe that Hao Tian is well qualified to serve on~~ the ~~board of directors due to his experience in financial risk and compliance matters~~Securities Act.

14Since the ~~Table~~net proceeds of ~~Contents~~the IPO and the sale of the Private Placement Units are intended to be used to complete one or more initial business combinations with a target business or businesses, we may be deemed to be a “blank check” company under the United States securities laws. We have entered into the Business Combination Agreement with GOWell as our proposed initial business combination; however, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means we will have a longer period of time to complete our initial business combinations than do companies subject to Rule 419. Moreover, if the IPO had been subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us or in connection with our completion of an initial business combination.

~~Chao~~If we ~~Yang, a~~seek ~~member~~shareholder approval of our ~~board~~initial ofbusiness ~~directors,~~combination ~~has eight years of experience serving as the founder~~ and ~~Chief~~we ~~Executive~~do ~~Officer~~not ofconduct ~~TechWithU~~redemptions ~~LLC,~~pursuant ato ~~consulting and recruiting firm for companies in~~ the ~~financial~~tender ~~services,~~offer ~~information technology~~ rules, and ~~financial~~if ~~technology~~you ~~sectors. In~~or ~~his~~a ~~position~~“group” ~~with~~of ~~TechWithU~~shareholders ~~LLC,~~are ~~Mr.~~deemed ~~Yang~~to ~~supervised~~hold ~~the consulting teams~~ in ~~launching~~excess ~~and~~of ~~executing~~15% ~~large-scale projects, including anti-money laundering (AML) systems~~ of ~~banking~~our ~~clients~~Class ~~and bank M&~~A ~~projects.~~Ordinary ~~Mr.~~Shares, ~~Yang~~you ~~received~~will alose the ~~master’s~~ability ~~degree~~to inredeem ~~electrical~~all ~~engineering~~such ~~from~~shares ~~Steven Institute of Technology~~ in ~~2014,~~excess ~~and a Bachelor’s Degree in Electronical Engineering from Henan University~~ of ~~Urban~~15% ~~Construction in 2011. We believe Mr. Yan is well qualified to serve on its board~~ of ~~directors~~our ~~due~~Class toA ~~his~~Ordinary ~~relationships, contacts and experience~~Shares.

~~Number~~If we seek shareholder approval of our initial business combination, as we will in connection with the Proposed Business Combination, and we ~~terms~~do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Articles provides that a public shareholder, together with any affiliate of ~~office~~such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of ~~officers~~the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as the “Excess Shares”, without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and ~~directors~~you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

~~Our board~~ Because of ~~directors consists~~our oflimited ~~four~~resources ~~members~~ and is ~~divided~~the ~~into~~significant ~~three~~competition ~~classes with only one class of directors being appointed in each year, and with each class (except~~ for ~~those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial~~ business combination, only holders of our Class B ordinary shares will be entitled to vote on the appointment and removal of directors or continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documentsopportunities, init ~~each~~may ~~case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our public shares will not~~ be ~~entitled~~more todifficult ~~vote~~for onus ~~such matters during such time. These provisions of our amended and restated memorandum and articles of association relating~~ to these rights of holders of Class B ordinary shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of complete our initial business combination~~, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company~~. InIf ~~accordance with Nasdaq corporate governance requirements,~~ we are ~~not~~unable ~~required~~ to ~~hold~~complete ~~an annual general meeting until one year after~~ our ~~first~~initial ~~fiscal~~business ~~year end following our listing on Nasdaq. The term of office of the first class of directors~~combination, ~~which will consist of Chao Yang, will expire at~~ our ~~first~~public ~~annual~~shareholders ~~general~~may ~~meeting.~~receive only ~~The~~their ~~term~~pro ofrata ~~office~~portion of the ~~second~~funds ~~class~~in ~~of directors, which will consist of Hao Tian, will expire at~~ the ~~second~~Trust ~~annual~~Account ~~general~~that ~~meeting.~~are ~~The~~available ~~term~~for ofdistribution ~~office~~to ofpublic ~~the third class of directors, which will consist of Zikang Wu and Zixun Jin will expire at the third annual general meeting~~shareholders.

~~Our~~We have ~~officers~~entered into a Business Combination Agreement with GOWell. However, if we do not complete the Proposed Business Combination and seek an alternative initial business combination opportunity, we expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are ~~appointed~~well-established byand have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net ~~board~~proceeds of ~~directors~~the IPO and ~~serve~~the atsale of the ~~discretion~~Private Placement Units if the Proposed Business Combination does not close, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the ~~board~~acquisition of ~~directors~~certain target businesses. Furthermore, we ~~rather~~are ~~than~~obligated to offer holders of our Public Shares the right to redeem their shares for ~~specific~~cash ~~terms~~at the time of ~~office~~our initial business combination in conjunction with a shareholder vote or via a tender offer. ~~Our~~Target ~~board~~companies ofwill ~~directors~~be isaware ~~authorized~~that this may reduce the resources available to ~~appoint~~us ~~officers~~for asour itinitial ~~deems~~business ~~appropriate~~combination. ~~pursuant~~Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our ~~amended~~initial ~~and~~business ~~restated~~combination, ~~memorandum~~our ~~and~~public ~~articles~~shareholders may receive only their pro rata portion of ~~association~~the funds in the Trust Account that are available for distribution to Public Shareholders, and our Rights will expire worthless.

~~Executive officer and director compensation~~15

~~After~~ If the ~~completion~~net ofproceeds ~~our initial business combination, directors or members~~ of ~~our management team who remain with us may be paid consulting or management fees from~~ the ~~combined~~IPO ~~company.~~and ~~All~~simultaneous ofprivate ~~these~~placement ~~fees~~not ~~will~~being beheld ~~fully disclosed to stockholders, to the extent then known,~~ in the ~~proxy~~Trust ~~solicitation~~Account ~~materials~~are orinsufficient ~~tender~~to ~~offer~~allow ~~materials~~us ~~furnished~~ to ~~our~~operate until ~~stockholders~~the incompletion ~~connection~~an ~~with~~initial ~~a proposed~~ business combination., Wewe ~~have~~will ~~not~~depend ~~established any limit~~ on ~~the~~loans ~~amount~~from ~~of such fees that may be paid by~~ the ~~combined~~New ~~company~~Sponsor ~~to our directors~~ or ~~members of~~ management. Itteam isto ~~unlikely~~complete the ~~amount of such compensation will be known at the time of the proposed~~ business combination~~, because the directors of the post-combination business will be responsible for determining executive officer and director compensation~~. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

WeAs of doDecember ~~not~~31, ~~intend~~2025, we had $25,745 held outside of the Trust Account and a working capital deficit of $2,079,709. Subsequent to ~~take~~December 31, ~~any~~2025, ~~action~~we entered into the Amendment to ~~ensure~~the Sponsor Loan, which increased the aggregate principal amount of the Promissory Note to $700,000 to reflect a $200,000 advance made by the New Sponsor to us for working capital. While we believe that ~~members~~the funds available to us outside of ~~our~~the ~~management~~Trust ~~team~~Account ~~maintain~~will ~~their~~be ~~positions~~sufficient ~~with~~to allow us ~~after~~to operate until at least the ~~consummation~~completion of ~~our~~an initial business combination, we ~~although~~cannot itassure you that our estimate is ~~possible~~accurate. ~~that~~Neither ~~some~~the orSponsors, ~~all~~members of our ~~executive~~management ~~officers~~team ~~and~~nor ~~directors~~any ~~may~~of ~~negotiate~~their ~~employment~~affiliates is orunder ~~consulting~~any ~~arrangements~~obligation to ~~remain~~advance ~~with~~funds to us ~~after~~in ~~our~~such ~~initial~~circumstances. ~~business~~Any ~~combination.~~such ~~The~~advances ~~existence~~would orbe ~~terms~~repaid ofonly ~~any~~from ~~such~~funds ~~employment~~held outside the Trust Account or ~~consulting~~from ~~arrangements~~funds released to ~~retain~~us ~~their~~upon ~~positions~~the ~~with~~Closing. usUp ~~may~~to ~~influence~~$1,500,000 ~~our~~of ~~management’s~~any ~~motivation~~loans inmay ~~identifying~~be orconvertible ~~selecting~~into Private Placement Units at a ~~target~~price ~~business~~of ~~but~~$10.00 weper doPrivate ~~not~~Placement ~~believe~~Unit ~~that~~at the ~~ability~~option of ~~our~~the ~~management~~lender. Prior to ~~remain~~the ~~with~~closing usof ~~after~~the Proposed Business Combination, we do not expect to seek loans from parties other than the ~~consummation~~New Sponsor or an affiliate of ~~our~~the ~~initial~~New ~~business~~Sponsor ~~combination~~as we do not believe third parties will be willing to loan such funds and provide a ~~determining~~waiver ~~factor~~against any and all rights to seek access to funds in our ~~decision~~Trust toAccount. If ~~proceed~~we ~~with~~are ~~any~~unable ~~potential~~to complete an initial business combination. Wewithin ~~are~~the required time period because we do not ~~party~~have sufficient funds available to ~~any~~us, ~~agreements~~we ~~with~~will ~~our~~be ~~executive~~forced ~~officers~~to cease operations and ~~directors~~liquidate ~~that~~the ~~provide~~Trust ~~for~~Account. ~~benefits~~Consequently, ~~upon~~our ~~termination~~Public Shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of ~~employment~~our Public Shares. The Public Rights may expire worthless.

15If third ~~Table~~parties ofbring ~~Contents~~claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

~~Committees~~Our placing of funds in the ~~Board~~Trust Account may not protect those funds from third party claims against us. Although we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements waiving any right, title, interest or claim of ~~Directors~~any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be advisable and in the best interests of the Company under the circumstances. Bush & Associates CPA LLC, our independent registered public accounting firm, and the underwriters of the IPO will not execute agreements with the Company waiving such claims to the monies held in the Trust Account.

~~Our~~Examples of ~~board~~possible instances where we may engage a third party that refuses to execute a waiver include the engagement of ~~directors~~a ~~has~~third-party ~~established~~consultant whose ~~two~~particular ~~standing~~expertise ~~committees:~~or anskills ~~audit~~are ~~committee~~believed ~~and~~by management to be significantly superior to those of other consultants that would agree to execute a ~~compensation~~waiver ~~committee~~or in cases where management is unable to find a service provider willing to execute a waiver. ~~Subject~~In addition, there is no guarantee that such entities will agree to ~~phase-~~waive any claims they may have in ~~rules~~the future as a result of, ~~the~~or ~~rules~~arising out of, any ~~Nasdaq~~negotiations, contracts or agreements with us and ~~Rule 10A-3~~will not seek recourse against the Trust Account for any reason. Upon redemption of the ~~Exchange~~Public ~~Act~~Shares, ~~require~~if ~~that~~we are unable to complete the ~~audit~~Proposed ~~committee~~Business Combination or another initial business combination within the prescribed timeframe, or upon the exercise of a ~~listed~~redemption ~~company~~right in connection with the Proposed Business Combination or another initial business combination, we will be ~~comprised~~required ~~solely~~to provide for payment of ~~independent~~claims ~~directors~~of creditors that were not waived that may be brought against us within the 10 years following redemptions of the Public Shares. ~~Each~~Accordingly, ~~committee~~the ~~will~~per-share ~~operate~~redemption ~~under~~amount areceived ~~charter~~by Public Shareholders could be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the A&R Letter Agreement, the New Sponsor has agreed that it will be ~~approved~~liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for our ~~board~~independent auditors), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked the ~~composition~~New Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the New Sponsor has sufficient funds to satisfy its indemnity obligations. Therefore, we cannot assure you that the New Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Proposed Business Combination or another initial business combination and ~~responsibilities~~redemptions ~~described~~could ~~below~~be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete the Proposed Business Combination or another initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Audit Committee~~16

Our directors ~~board~~may ofdecide ~~directors~~not ~~has~~to ~~established~~enforce anthe ~~audit~~indemnification ~~committee~~obligations of the ~~board~~New ~~of directors. Zixun Jin~~Sponsor, ~~Hao~~resulting ~~Tian~~in ~~and~~a ~~Chao~~reduction ~~Yang,~~in ~~each an independent director, will serve as~~ the ~~members~~amount of ~~our~~funds in ~~audit committee. Under~~ the ~~Nasdaq~~Trust ~~listing~~Account ~~standards~~available ~~and~~for ~~applicable~~distribution ~~SEC rules, we are required~~ to ~~have three members of~~ the ~~audit~~Public ~~committee, all of whom must be independent~~Shareholders.

~~Each~~In the ~~member~~event that the proceeds in the Trust Account are reduced below the lesser of: (i) $10.00 per Public Share; and (ii) the ~~audit~~actual ~~committee~~amount per isPublic ~~financially~~Share ~~literate~~held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the New Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our ~~board~~independent directors would determine whether to take legal action against the New Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against the New Sponsor to enforce the New Sponsor’s indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to ~~has~~be ~~determined~~too high relative to the amount recoverable or if the independent directors determine that ~~Chao~~a ~~Yang~~favorable ~~qualifies~~outcome asis annot ~~“audit~~likely. ~~committee~~If our ~~financial~~independent ~~expert”~~directors aschoose ~~defined~~not to enforce these indemnification obligations, the amount of funds in ~~applicable~~the ~~SEC~~Trust ~~rules~~Account available for distribution to our Public Shareholders may be reduced below $10.00 per share.

We may ~~will~~not ~~adopt~~have ansufficient ~~audit~~funds ~~committee~~to ~~charter,~~satisfy ~~which~~indemnification ~~will~~claims ~~detail~~of ~~the~~our ~~principal~~Sponsors, ~~functions~~directors ofand ~~the~~officers. ~~audit committee, including:~~

·We have ~~assisting~~agreed ~~board~~to ~~oversight~~indemnify ofeach ~~(1) the integrity~~ of our ~~financial~~Sponsors ~~statements,~~and ~~(2)~~ our ~~compliance~~officers ~~with legal~~ and ~~regulatory~~directors; ~~requirements~~however, ~~(3) our independent registered public accounting firm’s qualifications and independence, and (4)~~ the ~~performance~~scope of our ~~internal~~indemnification ~~audit~~obligations ~~function~~differs between ~~and~~them. ~~independent~~Our ~~registered~~obligations ~~public~~to ~~accounting~~indemnify ~~firm;~~ the ~~appointment,~~New ~~compensation,~~Sponsor ~~retention, replacement,~~ and ~~oversight~~our ofexisting ~~the~~directors ~~work~~officers ofare ~~the~~broader ~~independent~~in ~~registered~~scope: ~~public~~we ~~accounting~~have ~~firm~~agreed ~~and~~to indemnify ~~any~~the ~~other~~New ~~independent~~Sponsor ~~registered~~and ~~public~~its ~~accounting~~affiliates ~~firm~~against ~~engaged~~any byclaims ~~us;~~arising ·out ~~pre-approving~~of ~~all~~or ~~audit~~relating ~~and non-audit services~~ to beour ~~provided~~operations, byNew ~~the~~Sponsor’s ~~independent~~ownership of ~~registered~~equity ~~public~~interests ~~accounting~~in ~~firm~~us, or any ~~other~~claim ~~registered~~alleging ~~public~~management ~~accounting~~or ~~firm~~control ~~engaged~~of byour usactivities, ~~and~~subject ~~establishing~~only ~~pre~~to carve-~~approval~~outs ~~policies~~for ~~and~~willful ~~procedures;~~misconduct, gross ~~reviewing~~negligence, ~~and~~bad ~~discussing~~faith, ~~with~~or ~~the~~breach ~~independent~~of ~~registered~~a ~~public~~separate ~~accounting~~agreement. ~~firm~~Our ~~all~~obligation ~~relationships~~to ~~the~~indemnify ~~independent~~our ~~registered~~Prior ~~public~~Sponsor ~~accounting~~and ~~firm~~prior ~~have~~officers ~~with~~and directors usis inmore ~~order~~limited: toindemnification ~~evaluate~~is ~~their~~available ~~continued~~only ~~independence;~~to ·the ~~setting~~fullest ~~clear~~extent ~~policies~~permitted ~~for~~by ~~audit partner rotation in compliance with~~ applicable ~~laws~~law, and ~~regulations;~~is ~~obtaining~~subject ~~and~~to ~~reviewing~~ a ~~report,~~good faith atstandard ~~least~~and ~~annually,~~additional ~~from~~statutory ~~the~~exclusions. ~~independent~~In ~~registered~~each ~~pubic~~case, ~~accounting~~our ~~firm~~Sponsors, ~~describing~~officers ~~(1)~~and ~~the~~directors ~~independent~~have ~~registered~~agreed ~~public~~to ~~accounting~~waive ~~firm’s internal quality-control procedures and (2)~~ any ~~material issues raised by the most recent internal quality-control review~~right, title, interest or ~~peer~~claim ~~review,~~ of ~~the~~any ~~independent~~kind ~~registered~~in ~~public accounting firm,~~ or byto any ~~inquiry~~monies orin ~~investigation by governmental or professional authorities, within~~ the ~~preceding~~Trust ~~five~~Account ~~years~~and ~~respecting~~to ~~one~~not orseek ~~more~~recourse ~~independent~~against ~~audits carried out by~~ the ~~firm~~Trust ~~and~~Account for any ~~steps~~reason ~~taken~~whatsoever. toAccordingly, ~~deal~~any ~~with~~indemnification ~~such~~provided ~~issues;~~will ·be ~~meeting~~able to ~~review~~be ~~and~~satisfied ~~discuss~~by ~~our~~us ~~annual~~only ~~audited~~if: ~~financial~~(i) ~~statements~~we ~~and~~have ~~quarterly~~sufficient ~~financial~~funds outside ~~statements~~of ~~with management and~~ the ~~independent~~Trust ~~registered~~Account; ~~public~~or ~~accounting~~(ii) ~~firm,~~we ~~including~~consummate ~~reviewing~~an ~~our~~initial ~~specific~~business ~~disclosures~~combination. ~~under~~Our ~~“Management’s~~obligation ~~Discussion~~to ~~and~~indemnify ~~Analysis~~our ofSponsors, ~~Financial Condition~~ officers and ~~Results~~directors ofmay ~~Operations”;~~discourage ~~reviewing~~shareholders ~~and~~from ~~approving~~bringing ~~any~~a ~~related~~lawsuit ~~party~~against ~~transaction~~our ~~required~~officers toor bedirectors ~~disclosed~~for ~~pursuant~~breach toof ~~Item~~their ~~404~~fiduciary ofduty. These ~~Regulation~~provisions ~~S-K~~also ~~promulgated~~may byhave the ~~SEC~~effect ~~prior~~of toreducing usthe ~~entering~~likelihood ~~into~~of ~~such~~derivative ~~transaction;~~litigation ~~and~~against ·our ~~reviewing with management~~Sponsors, ~~the~~officers ~~independent registered public accounting firm,~~ and ~~our legal advisors~~directors, even asthough ~~appropriate,~~such ~~any~~an ~~legal~~action, ~~regulatory~~if ~~or compliance matters~~successful, ~~including~~might ~~any~~otherwise ~~correspondence~~benefit ~~with~~us ~~regulators or government agencies~~ and ~~any~~our ~~employee~~shareholders. ~~complaints~~Furthermore, ora ~~published~~shareholder’s ~~reports~~investment may ~~that~~be ~~raise~~adversely ~~material~~affected ~~issues~~to ~~regarding~~the ~~our~~extent ~~financial~~we ~~statements~~pay orthe ~~accounting~~costs ~~policies~~of settlement and ~~any~~damage ~~significant~~awards ~~changes~~against inour ~~accounting standards or rules promulgated by the Financial Accounting Standards Board~~Sponsors, ~~the~~officers ~~SEC~~and ordirectors pursuant ~~other~~to ~~regulatory~~these ~~authorities~~indemnification provisions.

16If, before ~~Table~~distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of ~~Contents~~creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

~~Compensation~~If, before ~~Committee~~distributing the proceeds in the Trust Account to the Public Shareholders, the Company files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in the Company’s bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

~~Our~~If, after ~~board~~we ofdistribute ~~directors~~the ~~has~~proceeds ~~established~~in athe ~~compensation~~Trust ~~committee~~Account ofto our ~~board~~Public ofShareholders, ~~directors~~we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, ~~all~~a ofbankruptcy ~~whom~~or ~~will~~insolvency becourt ~~independent.~~may ~~The~~seek to recover such proceeds, and the members of our ~~compensation~~board ~~committee~~of ~~will~~directors may be ~~Zixun~~viewed ~~Jin,~~as ~~Hao~~having ~~Tian~~breached ~~and~~their ~~Chao~~fiduciary ~~Yang.~~duties Weto ~~will~~us ~~adopt~~or aour ~~compensation committee charter~~creditors, ~~which~~thereby exposing ~~will~~the ~~detail~~members of the ~~principal~~board ~~functions~~ of ~~the~~directors ~~compensation~~and ~~committee,~~us ~~including:~~to claims of punitive damages.

·If, after ~~reviewing~~we ~~and~~distribute ~~approving~~the onproceeds anin ~~annual~~the ~~basis~~Trust ~~the~~Account ~~corporate~~to ~~goals~~our ~~and~~Public ~~objectives~~Shareholders, ~~relevant~~we tofile ~~our~~a ~~chief~~bankruptcy ~~executive~~or ~~officer’s~~insolvency ~~compensation,~~petition ~~evaluating~~or ~~our~~an ~~chief~~involuntary bankruptcy ~~executive~~or ~~officer’s~~insolvency ~~performance~~petition inis ~~light~~filed ofagainst ~~such~~us ~~goals~~that ~~and~~is ~~objectives~~not ~~and~~dismissed, ~~determining~~any distributions received by shareholders could be viewed under applicable debtor/creditor and/or ~~approving~~bankruptcy ~~the~~laws ~~remuneration~~as ~~(if~~either ~~any)~~a of“preferential ~~our~~transfer” ~~chief~~or ~~executive~~a ~~officer’s~~“fraudulent ~~based~~conveyance”. As ona ~~such~~result, ~~evaluation;~~a ·bankruptcy ~~reviewing~~or ~~and~~insolvency ~~making~~court ~~recommendations~~could seek to recover some or all amounts received by our shareholders. In addition, the board of directors ~~with~~may ~~respect~~be viewed as having breached its fiduciary duty to ~~the~~us ~~compensation,~~or our creditors and/or ~~any~~having ~~incentive~~acted ~~compensation~~in bad faith, thereby exposing itself and ~~equity~~us ~~based~~to ~~plans~~claims ~~that~~of ~~are~~punitive ~~subject~~damages, toby ~~board~~paying ~~approval~~Public ofShareholders ~~all~~from ofthe ~~our~~Trust ~~other~~Account ~~officers;~~prior to addressing the claims of creditors.

· reviewing our executive compensation policies and plans; · implementing and administering our incentive compensation equity-based remuneration plans; · assisting management in complying with our proxy statement and annual report disclosure requirements; · approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; · producing a report on executive compensation to be included in our annual proxy statement; and · reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.17

~~The~~Our shareholders ~~charter also provides that the compensation committee~~ may, ~~in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will~~ be ~~directly~~held ~~responsible~~liable for ~~the~~claims ~~appointment,~~by ~~compensation~~third ~~and~~parties ~~oversight~~against of the ~~work~~Company ofto ~~any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser,~~ the ~~compensation~~extent ~~committee will consider the independence~~ of ~~each~~distributions ~~such~~received ~~adviser, including the factors required~~ by ~~Nasdaq~~them ~~and~~upon redemption ~~the~~of ~~SEC~~their shares.

~~Clawback~~If we ~~Policy~~are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it were proved that immediately following the date on which the distribution was made, the Company was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and the Company to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against it for these reasons. The Company and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of the our share premium account while it was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

WeIf we ~~have~~are ~~adopted~~deemed ato ~~compensation~~be ~~recovery~~an ~~policy~~investment ~~that~~company isunder ~~compliant~~the ~~with~~Investment ~~Nasdaq~~Company ~~listing~~Act, ~~rules~~we asmay be required byto institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the ~~Dodd-Frank~~Proposed ~~Act~~Business Combination or another initial business combination or force us to abandon our efforts to complete an initial business combination.

~~Director~~If we ~~Nominations~~are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

We● dorestrictions ~~not~~on have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the ~~Nasdaq~~nature ~~rules, a majority~~ of ~~the independent directors may recommend a director nominee for selection by~~ our ~~board~~investments; of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Zixun Jin, Hao Tian and Chao Yang. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

17● ~~Table~~restrictions on the issuance of ~~Contents~~securities, each of which may make it difficult for us to complete the Proposed Business Combination, or any other initial business combination.

~~The~~In addition, ~~board~~we ofmay ~~directors~~have ~~will~~imposed ~~also~~upon ~~consider~~us ~~director~~burdensome ~~candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or~~requirements, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association.including:

We● ~~have~~registration ~~not~~as ~~formally~~an ~~established~~investment ~~any~~company ~~specific,~~with minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination to our board of directors.SEC;

~~Code~~● adoption of ~~Ethics~~a specific form of corporate structure; and

We● ~~have~~reporting, ~~adopted~~record akeeping, ~~Code of Ethics applicable to our directors~~voting, ~~officers~~proxy and ~~employees.~~disclosure ~~You~~requirements ~~will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics~~ and ~~the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics~~ other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, weand ~~will~~regulations ~~disclose~~that ~~the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Form S-1 or in any other report or document~~ we ~~file with the SEC, and any references to our website~~ are ~~intended~~not tosubject ~~be inactive textual references only~~to.

~~Insider~~In order ~~Trading~~not ~~Policy~~to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete an initial business combination, such as the Proposed Business Combination. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

WeIn 2024, ~~have~~the anSEC ~~insider~~provided ~~trading~~guidance ~~policy~~that ~~governing~~the determination of whether a SPAC, like us, is an “investment company” under the ~~purchase~~Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, ~~sale~~including a SPAC’s duration, asset composition, business purpose and ~~other~~activities. ~~dispositions~~When applying these factors to us we do not believe that our principal activities will subject us to the Investment Company Act. To this end, we were formed for the purpose of completing an initial business combination with one or more businesses or entities, such as the Proposed Business Combination with GOWell. Since our inception, ~~securities~~our ~~that~~business ~~applies~~has been and will continue to be focused on identifying and completing the Proposed Business Combination with GOWell, or another initial business combination. Further, we do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds in this manner, and by focusing our directors,’ and officers’ time toward, ~~employees~~and operating our business for the purpose of, acquiring and ~~consultants.~~growing ~~The~~businesses ~~policy~~for ~~generally~~the ~~prohibits~~long term (rather than buying and selling businesses in the ~~purchase,~~manner ~~sale~~of a merchant bank or private ~~trade~~equity fund or investing in assets for the purpose of ~~our~~achieving ~~securities~~investment ~~with~~returns on such assets), we intend to avoid being deemed an “investment company” within the ~~knowledge~~meaning of ~~material~~the ~~nonpublic~~Investment ~~information~~Company Act. WeFurther, ~~believe~~investing in our ~~insider~~securities ~~trading~~is not ~~policy~~intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is ~~reasonably~~intended ~~designed~~as a holding place for funds pending the earliest to ~~promote~~occur ~~compliance~~of either: (i) the completion of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with ~~insider~~a ~~trading~~shareholder ~~laws~~vote to amend the our Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, ~~rules~~our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares subject to applicable law and ~~regulations~~our Articles. If we do not invest the proceeds as described above, ~~and~~we ~~listing~~may ~~standards~~be ~~applicable~~deemed to ~~our~~be ~~company~~subject to the Investment Company Act.

~~ITEM 11. EXECUTIVE COMPENSATION~~18

~~Executive~~If we ~~Compensation~~were deemed to be an investment company for purposes of the Investment Company Act, we would need to register as such under the Investment Company Act and compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete the Proposed Business Combination or any other initial business combination. We may also be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Trust Account. In which case, our investors would not be able to realize the potential benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and our Rights would expire worthless. For illustrative purposes, in connection with the liquidation of our Trust Account, our Public Shareholders may receive only approximately $10.36 per Public Share, which is based on estimates as of December 31, 2025, or less in certain circumstances, and our Rights may expire and become worthless. Further, under the subjective test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the Trust Account were invested in the assets discussed above, there is a risk that we could be deemed an investment company and subject to the Investment Company Act based on the length of time such funds are invested in such assets.

NoTo mitigate ~~executive~~the ~~officer~~risk ~~has~~that ~~received~~we ~~any~~might ~~cash~~be ~~compensation~~deemed to be an investment company for ~~services~~purposes ~~rendered~~of tothe ~~us.~~Investment ~~Commencing~~Company ~~February~~Act, 12we may, ~~2025~~at ~~through~~any time, instruct the ~~acquisition~~trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of athe ~~target~~consummation of our initial business combination or our liquidation. As a result, wefollowing ~~pay~~the liquidation of securities in the ~~Sponsor~~Trust anAccount, ~~aggregate~~the ~~fee~~interest ofearned $1on the funds held in the Trust Account may be materially reduced,~~667~~ ~~per~~which ~~month~~would reduce ~~for~~the ~~providing~~dollar usamount ~~with~~our ~~office~~Public ~~space~~Shareholders ~~and~~would ~~certain~~receive ~~office~~upon ~~and~~any ~~secretarial~~redemption ~~services~~or liquidation of the Company.

~~Other~~We intend ~~than~~to ~~the~~initially ~~foregoing~~hold ~~fees~~the ~~and~~funds in the ~~repayment~~Trust ofAccount ~~loans~~as ~~that~~cash ~~may~~or bein ~~made~~U.S. bygovernment ~~our~~treasury ~~Sponsors,~~obligations ~~officers,~~with ~~directors~~a maturity of 185 days or ~~their~~less ~~affiliates~~or toin usmoney market funds investing solely in U.S. government treasury obligations and ~~payment~~meeting certain conditions under Rule 2a-7 under the Investment Company Act. U.S. government treasury obligations are considered “securities” for purposes of ~~consulting~~the Investment Company Act, ~~success~~while orcash ~~finder~~is ~~fees~~not. toAs ~~our~~noted ~~Sponsor~~above, ~~officers,~~one ~~directors,~~of ~~advisors,~~the orfactors ~~their~~the ~~respective~~SEC ~~affiliates~~identified inas ~~connection~~relevant ~~with~~to the ~~consummation~~determination of ~~our~~whether ~~initial~~a ~~business~~SPAC which ~~combination,~~holds nosecurities ~~compensation~~could orpotentially ~~fees~~be ofdeemed ~~any~~an ~~kind,~~“investment ~~including~~company” ~~finder~~under the Investment Company Act is the SPAC’s duration. ~~fees,~~The ~~consulting~~longer ~~fees~~that the funds in the Trust Account are held in short-term U.S. government treasury obligations or ~~other~~in ~~similar~~money ~~fees~~market funds invested exclusively in such securities, ~~will~~the greater the risk that we may be ~~paid~~deemed to ~~our~~be ~~initial~~an ~~stockholders,~~unregistered ~~special~~investment ~~advisors~~company, ~~members~~in which case we may be required to liquidate. To mitigate the risk of ~~our~~us ~~management~~being ~~team~~deemed orto ~~their~~be ~~respective~~an ~~affiliates~~unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, ~~for~~we ~~services~~may, ~~rendered~~at ~~prior~~any time, instruct Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in ~~connection~~the ~~with~~Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of the our initial business combination ~~(regardless~~or liquidation of the ~~type~~Company. ofFollowing ~~transaction~~such ~~that~~liquidation, itthe ~~is).~~rate ~~However,~~of ~~they~~interest we ~~will~~ receive ~~reimbursement~~on ~~for~~the ~~any~~funds ~~out-of-pocket expenses~~held ~~incurred~~in bythe ~~them~~Trust inAccount ~~connection~~may ~~with~~be ~~activities~~materially decreased. However, interest previously earned on ~~our~~the ~~behalf,~~funds ~~such~~held in asthe ~~identifying~~Trust ~~potential~~Account ~~target~~still ~~businesses,~~may ~~performing~~be ~~business~~released ~~due~~to ~~diligence~~us onto ~~suitable~~pay ~~target~~our ~~businesses~~taxes, if any, and ~~business~~certain ~~combinations~~other expenses as ~~well~~permitted. asAs ~~traveling~~a toresult, ~~and~~any decision ~~from~~to liquidate the ~~offices,~~securities ~~plants~~held orin ~~similar~~the ~~locations~~Trust ofAccount ~~prospective~~and ~~target~~thereafter ~~businesses~~ to ~~examine~~hold ~~their~~all ~~operations.~~funds ~~There~~in isthe noTrust ~~limit~~Account onin cash would reduce the dollar amount ofour ~~out-of-pocket expenses~~Public ~~reimbursable~~Shareholders bywould usreceive upon any redemption or liquidation of the Company.

18Changes in ~~Table~~laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of ~~Contents~~operations, including the Proposed Business Combination.

~~After~~We are ~~our~~subject ~~initial~~to ~~business~~rules ~~combination,~~and ~~members~~regulations ofby ~~our~~various ~~management~~national, ~~team~~regional ~~who~~and ~~remain~~local ~~with~~governing ~~us may be paid consulting~~bodies, ~~management~~including, orfor ~~other~~example, ~~fees from~~ the ~~combined~~SEC, ~~company~~and ~~with~~to new ~~any~~ and ~~all~~evolving ~~amounts~~regulatory ~~being~~measures ~~fully~~under ~~disclosed~~applicable tolaw. ~~shareholders~~Compliance with, toand ~~the~~monitoring ~~extent~~of, ~~then~~applicable ~~known,~~laws inand ~~the~~regulations ~~proxy~~may ~~solicitation~~be difficult, ~~materials~~time ~~furnished~~consuming toand costly and our ~~shareholders.~~efforts ~~The~~to ~~amount~~comply ofwith such ~~compensation~~new ~~may~~and ~~not~~evolving belaws ~~known~~and atregulations ~~the~~have ~~time~~resulted ofin aand ~~shareholder~~are likely ~~meeting~~to ~~held~~continue to ~~consider~~result ~~an initial business combination~~in, asincreased itgeneral ~~will~~and beadministrative upexpenses toand ~~the~~a ~~directors~~diversion of ~~the~~management ~~post-combination~~time ~~business to determine executive~~ and ~~director compensation~~attention. In ~~this event~~addition, these ~~such~~changes ~~compensation~~could ~~will~~have ~~be publicly disclosed at the time of its determination in~~ a ~~Current~~material ~~Report~~adverse effect on ~~Form 8-K~~our business, as ~~required~~investments byand ~~the~~results ~~SEC~~of operations.

~~Since~~Moreover, because ~~our~~these ~~formation~~laws, weregulations ~~have~~and ~~not~~standards ~~granted~~are ~~any~~subject ~~stock~~to ~~options~~varying orinterpretations, ~~stock~~their ~~appreciation~~application ~~rights~~in orpractice ~~any~~may evolve over time as new guidance becomes available. For example, on January 24, 2024, the SEC issued final rules and guidance relating to SPACs, like us, regarding, among other ~~awards~~things, ~~under~~disclosure ~~long-term~~in ~~incentive~~SEC ~~plans~~filings in connection with initial business combination transactions; the financial statement requirements applicable to ~~any~~transactions involving shell companies; the use of projections in SEC filings in connection with proposed business combination transaction; and the potential liability of certain participants in proposed business combination transactions. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our ~~executive~~disclosure ~~officers~~and governance practices. A failure to comply with applicable laws or ~~directors~~regulations and any subsequent changes, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination.

~~ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS~~19

~~The~~We may ~~following~~not ~~table~~hold ~~sets~~an ~~forth~~annual ~~information~~general ~~regarding~~meeting ~~the~~until ~~beneficial~~after ~~ownership~~the consummation of our ~~Ordinary~~initial ~~Shares~~business ascombination, ofwhich could delay the ~~date~~opportunity for ofour ~~this~~shareholders ~~Annual~~to ~~Report~~appoint ~~by:~~directors.

●In accordance ~~each~~with ~~person~~Nasdaq ~~known~~corporate bygovernance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, Public Shareholders may not be afforded the ~~beneficial~~opportunity to ~~owner~~appoint directors and to discuss company affairs with management. Our board of ~~more~~directors ~~than~~is 5%divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our ~~outstanding~~first ~~Ordinary~~annual ~~Shares;~~general meeting) serving a three-year term. In addition, as holders of our Class A ordinary shares, our Public Shareholders will not have the right to vote on the appointment or removal of directors or continuing the company in a jurisdiction outside the Cayman Islands until after the consummation of our initial business combination.

●Because we ~~each~~are ofneither limited to evaluating a target business in a particular industry sector nor have we selected any target businesses with which to pursue our ~~officers~~initial ~~and~~business ~~directors;~~combination, you will be unable to ascertain the merits or risks of any particular target business’s operations should we not complete the Proposed Business Combination with GOWell and instead pursue an alternative initial business combination opportunity.

●Although we ~~all~~have entered into the Business Combination Agreement with GOWell as our proposed initial business combination, our efforts to identify a prospective initial business combination target have not been limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our ~~officers~~management team to identify and ~~directors~~acquire asa business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a ~~group~~number of sectors, including the healthcare or healthcare-related industries sector. Our Articles prohibits us from effectuating a business combination solely with another blank check company or similar company with nominal operations.

~~Unless~~If the ~~otherwise~~Proposed ~~indicated,~~Business Combination is not consummated and we ~~believe~~instead ~~that~~pursue ~~all~~an ~~persons~~alternative ~~named~~initial inbusiness combination opportunity, there may be limited basis to evaluate the ~~table~~possible ~~have~~merits ~~sole~~or ~~voting~~risks ~~and~~of ~~investment~~any ~~power~~particular ~~with~~target ~~respect~~business’s tooperations, ~~all~~results ~~shares~~of ~~beneficially~~operations, cash ~~owned~~flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by ~~them~~numerous risks inherent in the business operations with which we combine. ~~The~~For ~~following~~example, ~~table~~if the Proposed Business Combination does not close, ~~reflect~~we may combine with a financially unstable business or an entity lacking an established record of ~~beneficial~~sales ~~ownership~~or ofearnings, ~~the~~we ~~Rights~~may ~~included~~be affected inby the ~~units~~risks ~~offered~~inherent in the ~~Initial~~business ~~Public~~and ~~Offering~~operations of a financially unstable or a development stage entity. In recent years, a number of target businesses have underperformed financially post-business combination. There are no assurances that the ~~Private~~target ~~Placement~~business with ~~Units~~which we consummate our initial business combination will perform as anticipated. Although our officers and directors have and will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these ~~Rights~~risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholders who choose to remain shareholders following the initial business combination could suffer a reduction in the value of their securities. Such shareholders are ~~not~~unlikely ~~convertible~~to ~~within~~have 60a ~~days~~remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the ~~date~~proxy ~~hereof~~solicitation or tender offer materials, as applicable, relating to the initial business combination contained an actionable material misstatement or material omission.

	Class AOrdinary Shares Beneficially Owned					Class BOrdinary Shares Beneficially Owned(2)
Name and Address of Beneficial Owner(1)	Number		Percentage			Number		Percentage
Maywood Sponsor, LLC(3)		125,000	*				3,018,750		100	%
Zikang Wu		--		--			--		--
Zixun Jin		--		--			--		--
Hao Tian		--		--			--		--
Chao Yang		--		--			--		--
All officers and directors as a group (four persons)		--		--			--		--
Harraden Circle Investments, LLC(4)		773,000		8.7	%		--		--

We may seek business combination opportunities in industries or sectors that may be outside of our management’s areas of expertise.

*If the ~~Less~~Proposed Business Combination does not close, we may consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our Class A Ordinary Shares will not ultimately prove to be less favorable to investors than ~~one~~a ~~percent~~direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

(1)	Unless otherwise noted, the business address of each of the following is c/o Maywood Acquisition Corp., 418 Broadway, #6441, Albany, NY 12207.
(2)	Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.”
(3)	Maywood Sponsor, LLC, our sponsor, is the record holder of such shares. Maywood Master, LLC is the managing member of our sponsor. Accordingly, it may be deemed to have or share beneficial ownership of the Class B Ordinary Shares held directly by our sponsor.
(4)	Represents Class A Ordinary shares directly beneficially owned by Harraden Circle Investors, LP (“Harraden Fund”), Harraden Circle Special Opportunities, LP (“Harraden Special Op Fund”), and Harraden Circle Strategic Investments, LP (“Harraden Strategic Fund”). Harraden Circle Investors GP, LP (“Harraden GP”) is the general partner to Harraden Fund, Harraden Special Op Fund, and Harraden Strategic Fund, and Harraden Circle Investors GP, LLC (“Harraden LLC”) is the general partner of Harraden GP. Harraden Circle Investments, LLC (“Harraden Adviser”) serves as investment manager to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, and other high net worth individuals. Frederick V. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Fund, Harraden Special Op Fund, and Harraden Strategic Fund. The business address of each of the foregoing is 299 Park Avenue, 21st Floor, New York, New York 10171. The information is derived from a Schedule 13G filed on February 20, 2025.

19Although we ~~Table~~had ofidentified ~~Contents~~general criteria and guidelines that we believed would be important in evaluating prospective target businesses, and which we believed were met in connection with the Proposed Business Combination, if we do not consummate the Proposed Business Combination but instead pursue an alternative initial business combination opportunity, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

~~Our~~We have ~~initial~~entered ~~shareholders~~into ~~have~~the ~~agreed~~Business Combination Agreement, ~~subject~~for towhich ~~applicable~~utilized ~~securities~~our ~~laws~~general criteria we believed would be important in evaluating prospective target businesses. If we do not consummate the Proposed Business Combination but instead pursue an alternative initial business combination opportunity, ~~(A)~~it tois ~~vote~~possible ~~any~~that ~~shares~~a ~~owned~~target bybusiness ~~them~~with inwhich ~~favor~~we enter into our initial business combination will not have all of ~~any~~these ~~proposed~~positive attributes outlined in our general criteria. If we complete our initial business combination with a target that does not meet some or all of these guidelines, ~~(B)~~such combination may not be as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to ~~redeem~~meet any ~~Founder~~closing ~~Shares~~condition orwith ~~Private~~a ~~Placement~~target ~~Shares~~business inthat ~~connection~~requires ~~with~~us to have a minimum net worth or a certain amount of cash. In addition, if shareholder ~~vote~~approval of the transaction is required by law, or we decide to ~~approve~~obtain ashareholder ~~proposed~~approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and ~~(C)~~guidelines. If we are unable to ~~waive~~complete ~~liquidation~~our ~~rights~~initial ~~with~~business ~~respect~~combination, toour Public Shareholders may only receive their ~~Founder~~pro ~~Shares~~rata ~~and~~portion ~~Private~~of ~~Placement~~the ~~Shares~~funds in the Trust Account that are available for distribution to Public Shareholders.

~~Our~~We are ~~Sponsors~~not ~~and~~required ~~their~~to ~~controlling~~obtain ~~individuals~~an opinion from an independent investment banking firm or from another independent entity that commonly renders valuation opinions, and ~~our~~consequently, ~~executive~~you ~~officers~~may ~~are~~have ~~deemed~~no toassurance befrom ~~our~~an ~~“promoters”~~independent assource ~~such~~that ~~term~~the isprice ~~defined~~we ~~under~~are paying for the ~~federal~~business is ~~securities~~fair ~~laws~~to our shareholders from a financial point of view.

~~Equity~~Unless we ~~Compensation~~complete ~~Plans~~our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

AsWe may ofissue ~~December~~our ~~31,~~shares ~~2024,~~to weinvestors ~~had~~in noconnection ~~compensation~~with ~~plans~~our ~~(including~~initial ~~individual~~business ~~compensation~~combination ~~arrangements)~~at ~~under~~a price which ~~equity~~is ~~securities~~less ofthan the ~~registrant~~prevailing ~~were~~market price ~~authorized~~of ~~for~~our ~~issuance~~shares at that time.

~~ITEM~~In connection ~~13.~~with ~~CERTAIN~~our ~~RELATIONSHIPS~~initial ~~AND~~business ~~RELATED TRANSACTIONS~~combination, ~~AND~~we ~~DIRECTOR~~may ~~INDEPENDENCE~~issue shares to investors in private placement

~~For~~transactions at a ~~complete~~price ~~discussion~~below ~~regarding~~$10.00 ~~certain~~per ~~relationships~~share. ~~and~~The ~~related~~purpose ~~transactions~~of such issuances will be to enable us to provide sufficient liquidity and ~~our~~capital ~~related~~to the ~~party~~post-business ~~transaction~~combination ~~policy,~~entity. ~~see~~The price of the ~~section~~shares ~~titled~~we ~~“Certain~~issue ~~Relationships~~may therefore be less, and ~~Related~~potentially ~~Party~~significantly ~~Transactions”~~less, ~~contained~~than the inmarket price for our ~~prospectus~~shares ~~dated~~at ~~February~~such ~~12,~~time. ~~2025,~~Any ~~incorporated~~such byissuances ~~reference~~of ~~herein~~equity securities could dilute the interests of our existing shareholders.

~~Director~~Resources could ~~Independence~~be wasted in researching initial business combination opportunities that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds in the Trust Account that are available for distribution to Public Shareholders.

~~Nasdaq~~The investigation ~~rules~~of ~~require~~GOWell, ~~that~~drafting aand ~~majority~~execution of ~~our~~relevant ~~board~~agreements, ofdisclosure ~~directors~~documents beand ~~independent~~other ~~within~~instruments ~~one~~has ~~year~~required ofsubstantial management ~~our~~time ~~initial~~and ~~public~~attention ~~offering~~and substantial costs for accountants, attorneys and others. AnIf ~~“independent~~we ~~director”~~decide isnot ~~defined~~to ~~generally~~complete asthe aProposed Business ~~person~~Combination, ~~who~~the costs incurred up to that point for the Proposed Business Combination likely would not be recoverable. If we do not complete the Proposed Business Combination and instead pursue an alternate initial business combination opportunity, inwe anticipate that the ~~opinion~~investigation of any such alternate target business and the ~~company’s~~negotiation, ~~board~~drafting and execution of ~~directors~~relevant agreements, ~~has~~disclosure documents noand ~~material~~other ~~relationship~~instruments ~~with~~will ~~the~~require ~~listed~~substantial ~~company~~additional ~~(either~~management ~~directly~~time orand asattention aand ~~partner~~substantial additional costs for accountants, ~~shareholder~~attorneys orand ~~officer~~others. ofResources ancould ~~organization~~be wasted in researching such alternate business combinations that ~~has~~are anot ~~relationship~~completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with ~~the~~another ~~company)~~business. ~~Upon~~Furthermore, ~~the~~if ~~commencement~~we reach ofan ~~trading~~agreement ofrelating ~~our~~to ~~units~~a onspecific ~~Nasdaq~~target business, we ~~expect~~may fail to ~~have~~complete ~~four~~our ~~“independent~~initial ~~directors”~~business ascombination ~~defined~~for inany ~~Nasdaq~~number ~~rules~~of reasons ~~and~~including ~~applicable~~those ~~SEC~~beyond ~~rules~~our ~~prior~~control. Any such event will result in a loss to ~~completion~~us of ~~this~~the ~~offering.~~related ~~Our~~costs ~~board~~incurred ofwhich ~~directors~~could ~~expects~~materially adversely affect subsequent attempts to ~~determine~~locate ~~that~~and ~~Zixun~~acquire ~~Jin,~~or ~~Hao~~merge ~~Tian~~with ~~and~~another ~~Chao~~business. ~~Yang~~If we are ~~“independent~~unable ~~directors”~~to ascomplete ~~defined~~our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds in ~~Nasdaq~~the ~~listing~~Trust ~~standards~~Account ~~and~~that ~~applicable~~are ~~SEC~~available ~~rules.~~for distribution ~~Our~~to ~~independent~~Public ~~directors~~Shareholders. There will ~~have~~be ~~regularly~~no ~~scheduled~~redemption ~~meetings~~rights ator ~~which~~liquidating ~~only~~distributions ~~independent~~with ~~directors~~respect ~~are~~to ~~present~~our Rights.

~~ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.~~21

~~The~~We may ~~following~~engage isin a ~~summary~~business ofcombination ~~fees~~with ~~paid~~one or tomore betarget ~~paid~~businesses tothat ~~Bush~~have &relationships ~~Associates~~with entities that may be affiliated with our Sponsors, ~~for~~officers, ~~services~~directors ~~rendered~~or existing holders which may raise potential conflicts of interest.

~~Audit~~In light ~~Fees~~of the involvement of our Sponsors, their managing members, and our officers and directors with other entities, we may decide to acquire one or more businesses affiliated with or competitive with our Sponsors, officers, directors and their respective affiliates or existing holders. Our directors also serve as officers and/or board members for other entities, including, without limitation, those described under “Management — Conflicts of Interest.” Our Sponsors, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Such entities may compete with us for initial business combination opportunities. If we do not consummate the Proposed Business Combination, we may pursue an alternative initial business combination opportunity, in which case we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity was an attractive business combination target and such transaction was approved by a majority of our independent and disinterested directors. Despite our obligation to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions or from an independent accounting firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our Sponsors, officers or directors (or their respective affiliates or related entities), potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our Public Shareholders as they would be absent any conflicts of interest.

~~Audit~~Since our ~~fees~~Sponsors, ~~consist~~officers ofand ~~fees~~directors, ~~for~~any ~~professional~~other ~~services~~holder ~~rendered for the audit~~ of our ~~year-end~~founder ~~financial~~shares ~~statements~~may ~~and~~lose ~~services~~their ~~that~~entire ~~are~~investment ~~normally~~in ~~provided~~us byif ~~Bush~~our &initial ~~Associates~~business combination inis ~~connection~~not ~~with~~completed ~~regulatory~~(other ~~filings.~~than ~~The~~with ~~aggregate~~respect ~~fees~~to ofPublic ~~Bush~~Shares a&they ~~Associates~~may ~~for~~acquire ~~professional~~during ~~services~~or ~~rendered~~after ~~for~~ the ~~audit of our annual financial statements~~IPO), ~~review~~a conflict of ~~the~~interest may ~~financial~~arise ~~information included~~ in ~~our~~determining ~~Forms~~whether ~~10-Q~~a ~~for~~particular ~~the~~target ~~respective~~business ~~periods~~is ~~and~~appropriate ~~other required filings with the SEC~~ for ~~the~~our ~~period~~initial ~~from~~business ~~May 31, 2024 (inception) through December 31, 2024 totaled approximately $25,000~~combination.

~~Audit~~On June 1, 2024, our Prior Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in exchange for 8,050,000 Founder Shares. On December 19, 2024, our Prior Sponsor forfeited an aggregate of 5,031,250 founder shares for no consideration, resulting in there being an aggregate of 3,018,750 Founder Shares outstanding, with up to 393,750 Founder Shares subject to surrender and forfeiture depending on the extent to which the Representatives’ over-~~Related~~allotment ~~Fees~~option is exercised. On February 14, 2025, simultaneously with the closing of the IPO, the Representatives fully exercised their over-allotment option, and accordingly, the 393,750 Founder Shares are no longer subject to surrender and forfeiture.

~~Audit-related~~Prior to ~~fees~~the ~~consist~~initial investment in the company of ~~fees~~$25,000 ~~billed~~by ~~for~~the ~~assurance~~Prior ~~and~~Sponsor, ~~related~~the ~~services~~company ~~that~~had ~~are~~no ~~reasonably~~assets, ~~related~~tangible or intangible. The purchase price of the Founder Shares was determined by dividing the amount of cash contributed to ~~performance~~the company by the number of Founder Shares issued. The number of Founder Shares outstanding was determined based on the ~~audit~~expectation orthat ~~review~~the total size of ~~our~~the ~~financial~~IPO ~~statements~~would be a maximum of 8,625,000 units if the underwriters’ over-allotment option is exercised in full, and ~~are~~therefore that such Founder Shares would represent approximately 26% of the outstanding shares after the IPO. The Founder Shares will be worthless if we do not ~~reported~~complete ~~under~~an ~~“Audit~~initial business ~~Fees~~combination, except to the extent they receive liquidating distributions from assets outside of the Trust Account.” ~~These~~In ~~services~~addition, the ~~include~~Prior ~~attest~~Sponsor ~~services~~purchased 125,000 Private Placement Units in a private placement that ~~are~~closed simultaneously with the IPO. If we do not ~~required~~complete byan ~~statute~~initial orbusiness ~~regulation~~combination ~~and~~within ~~consultations~~the ~~concerning~~completion window, the Private Placement Units will be worthless. Further, the Sponsor Loan will only be repaid to the New Sponsor upon consummation of our initial business combination. The personal and financial interests ~~accounting~~of our Sponsors, officers and ~~reporting~~directors ~~standards.~~may Weinfluence ~~did~~their ~~not~~motivation ~~pay~~in ~~Bush~~identifying &and ~~Associates~~selecting ~~for~~a ~~any~~target ~~audit-related~~business ~~fees~~combination, completing ~~for~~an initial business combination and influencing the ~~period~~operation ~~from~~of ~~May~~the ~~31,~~business ~~2024~~following ~~(inception)~~the ~~through~~initial ~~December~~business 31combination. This risk may become more acute as the end of the completion window nears, ~~2024~~which is the deadline for our completion of an initial business combination, unless such completion window is extended as described herein.

~~Tax~~We may ~~Fees~~issue notes or other debt securities, or otherwise incur substantial debt to complete an initial business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

~~Tax~~Although we ~~fees~~have ~~consist~~no commitments as of ~~fees~~the ~~billed~~date ~~for~~of ~~professional~~this ~~services~~Annual ~~relating~~Report to ~~tax~~issue ~~compliance,~~any ~~tax~~notes ~~planning~~or ~~and~~other ~~tax~~debt ~~advice.~~securities, Weor ~~did~~to ~~not~~otherwise ~~pay~~incur ~~Bush~~debt, we &may ~~Associates~~choose ~~for~~to ~~tax~~incur ~~services,~~substantial ~~planning~~debt orto ~~advice~~complete ~~for~~our ~~the~~initial ~~period~~business ~~from~~combination. ~~May~~The ~~31,~~incurrence ~~2024~~of ~~(inception)~~debt ~~through~~could ~~December~~have ~~31,~~a ~~2024~~variety of negative effects, including:

~~All~~● ~~Other~~default ~~Fees~~and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

~~All other fees consist of fees billed for all other services. We did not pay Bush & Associates for any other services for the period from May 31, 2024 (inception) through December 31, 2024.~~22

~~Pre-Approval~~● ~~Policy~~acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

~~Our~~● ~~audit~~our ~~committee~~immediate ~~was~~payment ~~formed in connection with the consummation~~ of ~~our Initial Public Offering. As a result, the audit committee did not pre-approve~~ all ofprincipal ~~the~~and ~~foregoing~~accrued ~~services~~interest, ~~although~~if any, ~~services~~if ~~rendered prior to~~ the ~~formation~~debt ofis ~~our~~payable ~~audit committee were approved by our board of directors. Since the formation of our audit committee, and~~ on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).demand;

20● ~~Table~~our ofinability ~~Contents~~to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

~~PART~~● IVusing a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A Ordinary Shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

~~ITEM~~● ~~15.~~limitations ~~EXHIBITS,~~on ~~FINANCIAL~~our ~~STATEMENTS,~~flexibility ~~AND~~in ~~SCHEDULES~~planning for and reacting to changes in our business and in the industry in which we operate;

~~PART~~● IVincreased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

~~Item~~● ~~15.~~limitations ~~Exhibit~~on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and ~~Financial~~other ~~Statement~~purposes ~~Schedules~~and other disadvantages compared to our competitors who have less debt.

(If we do not consummate the Proposed Business Combination and instead seek an alternative initial business combination opportunity, we may only be able to complete one business combination with the proceeds of the IPO and the sale of the Private Placement Units, which will cause us to be solely dependent on a) ~~The~~single ~~following~~business ~~documents~~which ~~are~~may ~~filed~~have asa ~~part~~limited number of ~~this~~products ~~Form~~or ~~10-K:~~services. This lack of diversification may negatively impact our operations and profitability.

~~(1)~~We may ~~Financial~~effectuate ~~Statements~~our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of time. As of the date of this Annual Report, we have entered into the Business Combination Agreement with GOWell and do not plan to effectuate any other business combinations. However, even if we do not complete the Proposed Business Combination and instead seek an alternative initial business combination opportunity or opportunities, we may not be able to effectuate our initial business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6797)		F-2
Balance Sheet		F-3
Statement of Operations		F-4
Statement of Changes in Shareholders’ Deficit		F-5
Statement of Cash Flows		F-6
Notes to Financial Statements		F-7

●

solely dependent upon the performance of a single business, property or asset, or

~~(2)~~● ~~Financial~~dependent ~~Statement~~upon ~~Schedules:~~the development or market acceptance of a single or limited number of products, processes or services.

~~All~~This lack ~~schedules~~of ~~are~~diversification ~~omitted~~may ~~for~~subject ~~the~~us ~~reason~~to ~~that~~numerous ~~the~~economic, ~~information~~competitive isand ~~included~~regulatory inrisks, ~~the~~any ~~financial~~or ~~statements~~all orof which may have a substantial adverse impact upon the ~~notes~~particular ~~thereto~~industry orin ~~that~~which ~~they~~we ~~are~~may ~~not~~operate ~~required~~subsequent orto ~~are~~our ~~not~~initial ~~applicable~~business combination.

21We may ~~Table~~attempt ofto ~~Contents~~simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (3if there are multiple sellers) ~~Exhibits~~and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

~~The~~We may ~~exhibits~~attempt ~~listed~~to incomplete ~~the~~our ~~Exhibit~~initial ~~Index~~business ~~below~~combination ~~are~~with ~~filed~~a orprivate ~~incorporated~~company byabout ~~reference~~which aslittle ~~part~~information ofis ~~this~~available, ~~Annual~~which ~~Report~~may result onin ~~Form~~a ~~10-K~~business combination with a company that is not as profitable as we suspected, if at all.

Exhibit No.		Description
3.1		Amended and Restated Memorandum and Articles of Association.*
4.1		Specimen Unit Certificate.**
4.2		Specimen Ordinary Share Certificate.**
4.3		Specimen Rights Certificate.**
4.4		Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
4.5		Description of the Registrant’s Securities.
10.1		Letter Agreement from each of the Registrant’s initial shareholders, officers and directors.*
10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant.*
10.3		Registration Rights Agreement between the Company and certain security holders.*
10.4		Form of Indemnification Agreement.*
10.5		Administrative Services Agreement.*
14		Code of Ethics.**
19.1		Insider Trading Policy.
31.1		Certification of Principal Executive Officer and Principal Financial and Accounting Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial and Accounting Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97		Clawback Policy
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. For example, we plan to enter into the Proposed Business Combination with GOWell, which is a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

* Incorporated by reference to the Registrant’s Current Report on Form 8-K filed on February 14, 2025.23

**We do ~~Incorporated~~not byhave ~~reference~~a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to ~~the~~complete our ~~Registrant’s~~initial ~~Registration~~business ~~Statement~~combination onwith ~~Form~~which ~~S-1~~a ~~(SEC~~substantial ~~File~~majority ~~No.~~of ~~333-284082)~~our shareholders do not agree.

~~ITEM~~Our Articles 16do not provide a specified maximum redemption threshold. ~~FORM~~As ~~10-K~~a ~~SUMMARY~~result, we may be able to complete our initial business combination even though a substantial majority of our Public Shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsors, officers, directors or any of their affiliates. The Proposed Business Combination imposes a minimum cash requirement. If we do not complete the Proposed Business Combination and instead seek an alternate initial business combination, such initial business combination may impose a minimum requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all Class A Ordinary Shares that are validly submitted for redemption plus any amount required to satisfy the Minimum Cash Condition, in connection with the Proposed Business Combination, or, if applicable, such other cash requirements in connection with an another initial business combination exceed the aggregate amount of cash available to us, we will not complete such business combination or redeem any shares, all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

~~None~~In order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments. We cannot assure you that we will not seek to amend our Articles or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

22In order ~~Table~~to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of ~~Contents~~their charters and governing instruments. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination. Amending our Articles requires a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company. In addition, our Articles requires us to provide our Public Shareholders with the opportunity to redeem their Public Shares for cash if we propose an amendment to our Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend our charter or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

~~SIGNATURES~~We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

~~Pursuant~~We have entered into a Business Combination Agreement with GOWell, in connection with which we have entered into PIPE transactions. However, we may need additional cash to consummate the ~~requirements~~Proposed Business Combination, or if we do not complete the Proposed Business Combination and seek an alternative initial business combination opportunity, we may target businesses with enterprise values that are greater than we could acquire with the net proceeds of the ~~Section 13~~IPO and the sale of the Private Placement Units. As a result, we may be required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or 15abandon that particular business combination and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the closing of our initial business combination for general corporate purposes, including for maintenance or ~~15(d)~~expansion of operations of the ~~Securities~~post-transaction businesses, ~~Exchange~~the ~~Act~~payment of ~~1934~~principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the ~~registrant~~purchase ~~has~~of ~~duly~~other ~~caused~~companies. ~~this~~If ~~report~~we are unable to becomplete ~~signed~~our oninitial ~~its~~business ~~behalf~~combination, byour Public Shareholders may only receive their pro rata portion of the ~~undersigned~~funds in the Trust Account that are available for distribution to Public Shareholders. In addition, ~~thereunto~~even if ~~duly~~we ~~authorized~~do not need additional financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the ~~15th day~~continued development or growth of ~~April~~the target business. None of our officers, ~~2025~~directors or shareholders are required to provide any financing to us in connection with or after our initial business combination.

~~MAYWOOD ACQUISITION CORP By: /s/ Zikang Wu Zikang Wu Chief Executive Officer~~24

InOur Sponsors ~~accordance~~and ~~with~~Representatives control the ~~Securities~~appointment ~~Exchange~~of ~~Act~~our board of ~~1934,~~directors ~~this~~until ~~report~~the ~~has~~consummation ~~been~~of ~~signed~~our ~~below~~initial bybusiness ~~the~~combination and ~~following~~will ~~persons~~hold ona ~~behalf~~substantial interest in us. As a result, they will appoint all of ~~the~~our ~~registrant~~directors ~~and~~prior into the ~~capacities~~consummation of our initial business combination and thus may exert a substantial influence on ~~the~~actions ~~dates~~requiring ~~indicated~~a shareholder vote, potentially in a manner that you do not support.

~~Pursuant~~As of December 31, 2025, our Sponsors and Representatives own 27.6% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our Articles. This potential concentration of influence could be disadvantageous to other shareholders with interests different from those of our sponsor. In addition, the ~~requirements~~Founder Shares, all of which are held by our New Sponsor, will entitle the ~~Securities~~holders ~~Act~~to appoint all of ~~1933~~our directors prior to the consummation of our initial business combination. Holders of our Public Shares will have no right to vote on the appointment or removal of directors during such time. Further, prior to the closing of our initial business combination, only holders of our Class B Ordinary Shares will be entitled to vote on transferring the company by way of continuation in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). These provisions of our Articles may only be amended by a special resolution passed by not less than 90% of the votes cast by the shareholders of the issued shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company. As a result, you will not have any influence over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination. If our Sponsors and Representatives purchase any additional Class A Ordinary Shares in the aftermarket or in privately negotiated transactions, this ~~Registration~~would ~~Statement~~increase ~~has~~their ~~been~~control. ~~signed~~Neither our Sponsors nor Representatives nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A Ordinary Shares. In addition, our board of directors, whose members were appointed by our Sponsors, is and will be divided into three classes, each of which will generally serve for a term for three years with only one class of directors being appointed in each year. We may not hold an annual or extraordinary general meeting to appoint new directors prior to the ~~following~~completion ~~persons~~of our initial business combination, in which case all of the ~~capacities~~current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for appointment and our Sponsors and Representatives, because of their ownership position, will have considerable influence regarding the outcome. In addition, only the Class B Ordinary Shares will have the right to vote on directors prior to our initial business combination, our initial shareholders will continue to exert control at least until the ~~dates~~completion ~~indicated~~of our initial business combination. Accordingly, our New Sponsor will continue to exert control at least until the completion of our initial business combination.

Name	Position	Date
/s/ Zikang Wu	Chief Executive Officer and Chairman(Principal Executive Officer and Principal Financial and Accounting Officer)	April 15, 2025
Zikang Wu
/s/ Zixun Jin	Director	April 15, 2025
Zixun Jin
/s/ Hao Tian	Director	April 15, 2025
Hao Tian
/s/ Chao Yang	Director	April 15, 2025
Chao Yang

Our ability to complete the Proposed Business Combination with GOWell, or another initial business combination, may be impacted if the initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (“CFIUS”), and ultimately prohibited.

23Our initial ~~Table~~business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of ~~Contents~~foreign direct and indirect investments in U.S. companies if the parties choose not to file voluntarily. If CFIUS determines that an investment subject to its jurisdiction presents national security risks, CFIUS has the power to require mitigation measures on the investment or can recommend that the President prohibit it or order divestment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and structure of the transaction, the nationality of the parties, the level of beneficial ownership interest and the nature of any information or governance rights involved.

~~MAYWOOD ACQUISITION CORP.~~25

~~INDEX~~We are TOa ~~FINANCIAL~~Cayman ~~STATEMENTS~~Islands exempted company and the New Sponsor is a Delaware limited partnership. The New Sponsor is exclusively “controlled” for CFIUS purposes by U.S. persons, and thus we do not believe that the New Sponsor is a “foreign person” as defined in the CFIUS regulations. With regards to the Proposed Business Combination, each of PubCo and GOWell is a Cayman Islands exempted company. The holder of 100% of the GOWell’s ordinary shares as of the date of the execution of the Business Combination Agreement was Hegro Well Pte. Ltd., a private company organized and existing under the laws of Singapore, and after the closing of the Proposed Business Combination, it is expected that such shareholder will hold between 62% and 75% of the outstanding ordinary shares of PubCo, depending on the level of redemptions and excluding any dilutive instruments. We further do not believe a CFIUS filing would be required for the Proposed Business Combination provided that no other foreign person will acquire “control” of PubCo or GOWell. PubCo and GOWell do not have a U.S. business that produces, designs, tests, manufactures, fabricates, or develops one or more “critical technologies,” as those terms are defined in the CFIUS regulations. The parties have determined that GOWell’s U.S. business does not produce, design, test, manufacture, fabricate, or develop one of more such critical technologies and that the Proposed Business Combination would not satisfy the “substantial interest” requirements defined in 31 C.F.R. § 800.244, and as a result, it is not mandatory to submit a CFIUS filing with respect to the Proposed Business Combination. However, if the Proposed Business Combination does not close and we pursue another initial business combination with another target, we cannot assure you that a CFIUS filing would not be required for another initial business combination. Involvement of any non-U.S. persons in an initial business combination (e.g., as existing shareholders of a target company or as investors), however, may increase the risk that an initial business combination becomes subject to regulatory review, including review by CFIUS. If an initial business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the transaction without notifying CFIUS and risk CFIUS intervention, before or after closing the transaction. If CFIUS were to review an initial business combination, CFIUS may decide to block or delay the business combination, impose conditions with respect to the business combination, recommend that the President of the United States order us to divest all or a portion of the U.S. target business of the business combination that we acquired without first obtaining CFIUS approval, or impose penalties if CFIUS believes that a mandatory notification requirement applied and was not met. The CFIUS review process could be lengthy. Because we have only a limited time to complete an initial business combination, our failure to obtain any required approvals within the completion window may require us to liquidate. If we are unable to consummate an initial business combination within the completion window, including as a result of extended regulatory review of the business combination, we will, as promptly as reasonably possible but not more than ten business days thereafter, 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 claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment.

		Page
Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 6797)		F-2
Balance Sheet as of December 31, 2024		F-3
Statement of Operations for the period from May 31, 2024 (Inception) through December 31, 2024		F-4
Statement of Changes in Shareholders’ Deficit for the period from May 31, 2024 (Inception) through December 31, 2024		F-5
Statement of Cash Flows for the period from May 31, 2024 (Inception) through December 31, 2024		F-6
Notes to Financial Statements		F-7

Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.

~~F-1~~The federal ~~Table~~proxy rules require that the proxy statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of ~~Contents~~America (“GAAP”), or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”), depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

~~REPORT~~Compliance obligations OFunder ~~INDEPENDENT~~the ~~REGISTERED~~Sarbanes-Oxley ~~PUBLIC~~Act ~~ACCOUNTING~~may ~~FIRM~~make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an initial business combination.

ToSection 404 of the ~~Shareholders~~Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls. Only in the ~~Board~~event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of ~~Directors~~the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

~~Maywood Acquisition Corp, Inc.~~26

~~OPINION~~Risks Relating ONto ~~THE~~the ~~FINANCIAL~~Post-Business ~~STATEMENTS~~Combination Company

WeSubsequent to ~~have~~our ~~audited~~completion ~~the accompanying condensed balance sheet~~ of ~~Maywood~~our ~~Acquisition~~initial ~~Corp,~~business ~~Inc. (the “Company”) as of December 31~~combination, ~~2024,~~we ~~and~~may ~~the~~be ~~related~~required ~~statements~~to oftake ~~operations~~write-downs ~~and~~or ~~comprehensive loss~~write-offs, ~~stockholders’~~restructuring ~~equity~~ and ~~cash~~impairment or ~~flows~~other ~~for~~charges ~~the~~that ~~year~~could ~~ended,~~have ~~and~~a ~~the~~significant ~~related~~negative ~~notes~~effect ~~(collectively~~on ~~referred to as the “financial statements”). In~~ our ~~opinion, the~~ financial ~~statements present fairly~~condition, ~~in all material respects, the financial position of the Company as of December 31, 2024, and the~~ results of ~~its~~ operations and ~~its cash flows for~~ the ~~interim~~price ~~period~~of ~~then~~our securities, ~~ended~~which incould ~~conformity~~cause ~~with~~our ~~accounting~~shareholders ~~principles~~to ~~generally~~lose ~~accepted~~some inor ~~the~~all ~~United States~~ of ~~America~~their investment.

~~SUBSTANTIAL~~We have ~~DOUBT~~entered ~~ABOUT~~into ~~THE~~the ~~COMPANY’S~~Business ~~ABILITY~~Combination TOAgreement ~~CONTINUE~~with ASGOWell, ~~GOING~~prior ~~CONCERN~~to which we conducted extensive due diligence. However, even though we did conduct extensive due diligence on GOWell, and – if we do not consummate the Proposed Business Combination and instead seek to enter into an alternative initial business combination opportunity – expect to conduct extensive due diligence on a target business with which we combine, we cannot ensure that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial business combination or thereafter. Accordingly, any shareholders or rights holders who choose to remain shareholders or rights holders following the initial business combination could suffer a reduction in the value of their securities. Such shareholders or rights holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy materials or tender offer documents, as applicable, relating to the initial business combination contained an actionable material misstatement or material omission.

The officers ~~accompanying~~and ~~financial~~directors ~~statements~~of ~~have~~an ~~been~~acquisition ~~prepared~~candidate ~~assuming~~may ~~that~~resign ~~the~~upon ~~Company~~completion ~~will continue as a going concern. As disclosed in Note 2~~ of ~~the~~our ~~financial~~initial ~~statements,~~business ~~as of December 31, 2024, the Company had no cash and a working capital deficit of $97,289~~combination. The ~~Company~~loss ~~has incurred and expects to continue to incur significant costs in pursuit~~ of ~~its~~a ~~financing~~business combination ~~and acquisition plans. These conditions raise substantial doubt about the Company~~target’s ~~ability~~key topersonnel ~~continue~~could asnegatively aimpact ~~going concern within one year after~~ the ~~date~~operations ~~that~~and ~~the~~profitability ~~financial~~of ~~statements~~our ~~are~~post-combination ~~issued~~business. Management plans to address this uncertainty through the Proposed Public Offering as discussed in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~BASIS~~The role ~~FOR~~of ~~OPINION~~GOWell’s key personnel upon the completion of the Proposed Business Combination cannot be ascertained at this time. As of the date of this Annual Report, we are of the understanding that all members of GOWell’s management team will remain associated with PubCo following the Proposed Business Combination. However, it is possible that members of GOWell’s management will not wish to remain in place. Similarly, if we do not complete the Proposed Business Combination and instead pursue an alternative initial business combination opportunity, the role of such acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time, and it is possible that members of the management of an acquisition candidate will not wish to remain in place.

~~These financial statements are the responsibility of the Company's~~ Our management. ~~Our~~may ~~responsibility~~not isbe able to ~~express~~maintain ancontrol ~~opinion~~of ona ~~these~~target ~~financial~~business ~~statements~~after ~~based~~our oninitial ~~our~~business ~~audit~~combination. We ~~are~~cannot aprovide ~~public~~assurance that, ~~accounting~~upon ~~firm~~loss ~~registered~~of ~~with~~control ~~the~~of ~~Public~~a ~~Company~~target ~~Accounting~~business, ~~Oversight~~new ~~Board~~management ~~(United~~will ~~States)~~possess ~~(“PCAOB”)~~the ~~and~~skills, ~~are~~qualifications ~~required~~or toabilities benecessary ~~independent with respect~~ to ~~the~~profitably operate ~~Company~~such ~~in accordance with the U~~business.~~S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.~~

We may ~~conducted~~structure our ~~audit~~initial inbusiness ~~accordance~~combination ~~with~~so that the ~~standards~~post-transaction company in which our Public Shareholders own shares will own less than 100% of the ~~PCAOB.~~equity ~~Those~~interests ~~standards~~or ~~require~~assets ~~that~~of wea ~~plan~~target ~~and~~business, ~~perform~~but ~~the~~we ~~audit~~will toonly ~~obtain~~complete ~~reasonable~~such ~~assurance~~business ~~about~~combination ~~whether~~if the post-transaction ~~financial~~company ~~statements~~owns ~~are~~or ~~free~~acquires 50% or more of ~~material~~the ~~misstatement,~~outstanding ~~whether~~voting ~~due~~securities toof ~~error~~the target or ~~fraud.~~otherwise ~~The~~acquires ~~Company~~a iscontrolling interest in the target sufficient for us not to be required to ~~have~~register as an investment company under the Investment Company Act. For example, ~~nor~~in ~~were~~connection wewith ~~engaged~~the toProposed ~~perform~~Business Combination, anour ~~audit~~Public Shareholders will own less than 100% of ~~its~~the ~~internal~~equity ~~control~~interests or ~~over~~assets ~~financial~~of ~~reporting~~PubCo, and the existing shareholder of GOWell will acquire a controlling interest. AsHowever, ~~part~~even if we do not consummate the Proposed Business Combination and instead pursue an alternative initial business combination opportunity, we will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our ~~audits~~shareholders prior to our initial business combination may collectively own a minority interest in the post business combination company, wedepending ~~are~~on ~~required~~valuations ascribed to ~~obtain~~the antarget ~~understanding~~and us in the business combination. For example, we could pursue a transaction in which we issue a substantial number of ~~internal~~new ~~control~~Class ~~over~~A ~~financial~~Ordinary ~~reporting~~Shares ~~but~~in ~~not~~exchange for all of the ~~purpose~~outstanding capital stock, shares or other equity interests of ~~expressing~~a antarget. ~~opinion~~In onthis case, we would acquire a 100% interest in the ~~effectiveness~~target. However, as a result of the issuance of a substantial number of new Class A Ordinary Shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding Class A Ordinary Shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the Company’s ~~internal~~shares than ~~control~~we ~~over~~initially ~~financial reporting~~acquired. Accordingly, wethis ~~express~~may nomake ~~such~~it ~~opinion~~more likely that our management will not be able to maintain control of the target business.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.27

~~CRITICAL~~We may ~~AUDIT~~have ~~MATTERS~~a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our shareholders’ investment in us.

~~Critical~~We have ~~audit~~entered ~~matters~~into ~~are~~the ~~matters~~Business ~~arising~~Combination ~~from~~Agreement, prior to which we believe we had sufficient time, resources and information to assess GOWell as a business target. However, if we do not complete the ~~current~~Proposed ~~period~~Business ~~audit~~Combination ofand instead pursue an alternative initial business combination opportunity, our ability to assess the ~~financial~~target ~~statements~~business’s ~~that~~management ~~were~~may ~~communicated~~be limited due to a lack of time, resources or information, particularly as the end of the completion window nears, and the investigation of GOWell, drafting and execution of relevant agreements, disclosure documents and other instruments has required tosubstantial management time and attention and substantial costs for accountants, attorneys and others which will likely not be ~~communicated~~recoverable. Our assessment of the capabilities of the target business’s management, therefore, may prove to be incorrect and such management may lack the ~~audit~~skills, ~~committee~~qualifications or abilities we suspected. Should the target business’ management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and ~~that~~profitability ~~(1)~~of ~~relate~~the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to ~~accounts~~remain orshareholders ~~disclosures~~following ~~that~~the business combination could suffer a reduction in the value of their shares. Such shareholders are ~~material~~unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the ~~financial~~reduction ~~statements~~was ~~and~~due ~~(2)~~to ~~involved~~the breach by our ~~especially~~officers ~~challenging,~~or ~~subjective~~directors of a duty of care or other fiduciary duty owed to them, or ~~complex~~if ~~judgements.~~they Weare ~~determined~~able to successfully bring a private claim under securities laws that ~~there~~the ~~are~~proxy nosolicitation ~~critical~~or ~~audit~~tender ~~matters~~offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

~~Bush~~We may &seek ~~Associates~~business ~~CPA~~combination ~~LLC~~opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.

We may ~~have~~seek ~~served~~business ascombination opportunities with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements, to the ~~Company’s~~extent ~~auditor~~that ~~since~~our ~~2024~~efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as successful as we anticipate.

~~Henderson~~To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure, ~~Nevada~~we may also be affected by numerous risks inherent in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful as a combination with a smaller, less complex organization.

~~April~~Our initial 15business combination and our structure thereafter may not be tax-efficient to our shareholders and rights holders. As a result of our business combination, ~~2025~~our tax obligations may be more complex, burdensome and/or uncertain.

~~PCAOB~~Although we IDwill ~~Number~~attempt ~~6797~~to structure the Proposed Business Combination with GOWell, and any other alternative initial business combination opportunity we pursue, in a tax-efficient manner, tax structuring considerations are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations. For example, while we do not intend to do so in connection with the Proposed Business Combination, we may, in connection with an alternative initial business combination opportunity we may pursue of the Proposed Business Combination is not consummated and subject to any requisite shareholder approval: structure our business combination in a manner that requires shareholders and/or rights holders to recognize gain or income for tax purposes; effect a business combination with a target company in another jurisdiction; or reincorporate in a different jurisdiction (including, but not limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to shareholders or rights holders to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a rights holder may need to satisfy any tax liability resulting from our initial business combination with cash from its own funds or by selling all or a portion of the shares or rights received. In addition, shareholders and rights holders may also be subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.

~~F-2~~In addition, ~~Table~~we may effect a business combination with a target company that has business operations outside of ~~Contents~~the United States, and possibly, business operations in multiple jurisdictions. For example, in connection with the Proposed Business Combination, GOWell operates in multiple jurisdictions outside the United States. If we effect such a business combination, we could be subject to significant income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Due to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations by U.S. federal, state, local and non-U.S. taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability and financial condition.

~~MAYWOOD~~Risks Relating ~~ACQUISITION~~to ~~CORP.~~Acquiring and Operating a Business in Foreign Countries

~~BALANCE~~If we ~~SHEET~~do not consummate the Proposed Business Combination and instead pursue an alternative initial business combination opportunity, we may reincorporate in or transfer by way of continuation to another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not be able to enforce our legal rights.

	December 31,2024
Assets
Current assets:
Cash	$	-
Deferred offering costs associated with proposed public offering		131,602
Total Assets	$	131,602
Liabilities and Shareholders’ Deficit
Current liabilities:
Accounts payable	$	3,124
Due to related party		111,190
Total liabilities		114,314
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding		-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 849,000 shares issued and outstanding		-
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 3,018,750 shares issued and outstanding (1)		302
Additional paid-in capital		24,698
Accumulated deficit		(7,712	)
Total Shareholders’ Deficit		17,288
Total Liabilities, and Shareholders’ Deficit	$	131,602

In connection with our initial business combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. We do not intend to do so in connection with the Proposed Business Combination, but we cannot guarantee we may not relocate in another jurisdiction if the Proposed Business Combination is not consummated and we pursue an alternative initial business combination opportunity. If we determine to do this, the laws of such jurisdiction may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.

~~(1) Includes an aggregate of up to 393,750 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).~~28

~~The~~We may ~~accompanying~~reincorporate ~~notes~~in ~~are~~another anjurisdiction, ~~integral~~which ~~part~~may ofresult ~~these~~in ~~financial~~taxes ~~statements~~imposed on our shareholders.

~~F-3~~We may, ~~Table~~in connection with our initial business combination or otherwise and, to the extent applicable, subject to requisite shareholder approval by special resolution under the Companies Act (with respect to which only holders of ~~Contents~~Class B Ordinary Shares will be entitled to vote prior to our initial business combination), reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. We do not intend to do so in connection with the Proposed Business Combination, but we cannot guarantee we may not relocate in another jurisdiction if the Proposed Business Combination is not consummated and we pursue an alternative initial business combination opportunity. The transaction may require a shareholder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend to make any cash distributions to shareholders to pay such taxes. Shareholders may be subject to withholding taxes or other taxes with respect to their ownership of our ordinary shares after the reincorporation.

~~F-3~~If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may adversely affect us.

~~MAYWOOD~~As we ~~ACQUISITION~~have ~~CORP~~entered into the Business Combination Agreement with GOWell, which has business operations outside of the United States, we face additional burdens in connection with completing the Proposed Business Combination, and if we effect the Proposed Business Combination, we would be subject to a variety of additional risks that may negatively impact our operations. Similarly, if we do not complete the Proposed Business Combination and instead pursue an alternate initial business combination opportunity with a target company that has operations or opportunities outside of the United States, we may face comparable additional burdens in connection with investigating, agreeing to and completing such alternate initial business combination, and would be subject to similar additional risks associated with cross-border business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes in the purchase price based on fluctuations in foreign exchange rates.

~~STATEMENT~~If we OFeffect ~~OPERATIONS~~our initial business combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an international setting, including any of the following:

	For the Period fromMay 31, 2024(Inception) throughDecember 31,2024
Formation and operating costs		7,681
General and administrative expenses		31
Loss from operations	$	(7,712	)
Basic and diluted weighted average ordinary shares outstanding (1)		2,625,000
Basic and diluted net income per share	$	(0.00	)

●

costs and difficulties inherent in managing cross-border business operations;

~~(1) Excludes~~● anrules ~~aggregate~~and ofregulations upregarding tocurrency ~~393,750 Class B shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).~~redemption;

~~The~~● ~~accompanying~~complex ~~notes~~corporate ~~are~~withholding antaxes ~~integral~~on ~~part of these financial statements.~~individuals;

~~F-4~~● ~~Table~~laws ofgoverning ~~Contents~~the manner in which future business combinations may be effected;

~~MAYWOOD~~● ~~ACQUISITION~~exchange ~~CORP.~~listing and/or delisting requirements;

~~STATEMENT~~● OFtariffs ~~CHANGES~~and INtrade ~~SHAREHOLDERS’ DEFICIT~~barriers;

	Ordinary Shares										Additional					Total
	Class A				Class B						Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance – May 31, 2024 (inception)		-	$	-		-		$	-		$	-	$	-		$	-
Founder shares issued to initial shareholder (1)		-		-		8,050,000			805			24,195		-			25,000
Cancellation of founder shares during the year		-		-		(5,031,250	)		(503	)		503		-			-
Net Income												-		(7,712	)		(7,712	)
Balance - December 31, 2024		-		-		3,018,750		$	302		$	24,698	$	(7,712	)	$	17,288

●

regulations related to customs and import/export matters;

~~(1) Includes~~● anlocal ~~aggregate of up to 393,750 Class B shares subject to forfeiture if the over-allotment option is not exercised in full~~ or inregional ~~part~~economic bypolicies ~~the~~and ~~underwriters~~market ~~(see Note 5).~~conditions;

~~The~~● ~~accompanying~~unexpected ~~notes~~changes ~~are~~in anregulatory ~~integral part of these financial statement~~requirements;

~~F-5~~● ~~Table~~challenges ofin ~~Contents~~managing and staffing international operations;

~~MAYWOOD~~● ~~ACQUISITION~~longer ~~CORP.~~payment cycles;

~~STATEMENT~~● OFtax ~~CASH~~issues, ~~FLOWS~~such as tax law changes and variations in tax laws as compared to the United States;

~~FOR~~● ~~THE~~currency ~~PERIOD~~fluctuations ~~FROM~~and ~~MAY~~exchange ~~31, 2024 (INCEPTION) THROUGH DECEMBER 31, 2024~~controls;

	For the period from May 31, 2024 (Inception) through December 31, 2024
Cash Flows from Operating Activities:
Net loss	$	(7,712	)
Adjustments to reconcile net income to net cash used in operating activities:
Changes in operating assets and liabilities:
Deferred offering costs associated with proposed public offering		(131,602	)
Accounts payable		3,124
Net cash used in operating activities		(136,190	)
Cash Flows from Financing Activities:
Proceeds from issuance of founder shares		25,000
Relayed party payables		111,190
Net cash provided by financing activities		136,190
Net increase in cash		-
Cash - beginning of the period		-
Cash - ending of the period	$	-

●

rates of inflation;

~~The~~● ~~accompanying~~challenges ~~notes~~in ~~are~~collecting anaccounts ~~integral part of these financial statement~~receivable;

~~F-6~~● ~~Table~~cultural ofand ~~Contents~~language differences;

~~MAYWOOD~~● ~~ACQUISITION~~employment ~~CORP.~~regulations;

~~NOTES TO FINANCIAL STATEMENTS~~29

~~NOTE~~● 1underdeveloped –or ~~ORGANIZATION~~unpredictable ~~AND~~legal ~~DESCRIPTION~~or OFregulatory ~~BUSINESS~~systems;

~~Maywood~~● Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated as a Cayman Islands exempted company on May 31, 2024. The Company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (a “Business Combination”).corruption;

~~The~~● ~~Company~~protection has not selected any target business and it has not, nor has anyone on its behalf, initiated any substantive discussions, directly or indirectly, with any target business regarding an initial business combination with the Company. The Company may pursue an initial business combination in any industry or geographic location that it determines is attractive and in the best interests of ~~its~~intellectual ~~shareholders.~~property;

As● ofsocial ~~December 31~~unrest, ~~2024~~crime, ~~the Company had not commenced any operations. All activity for the period from May 31~~strikes, ~~2024~~riots ~~(inception) through December 31, 2024 relates to the Company’s formation~~ and ~~the~~civil proposed initial public offering (“Proposed Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Proposed Public Offering. The Company has selected December 31 as its fiscal year end.disturbances;

~~The~~● ~~Company's~~regime ~~ability~~changes ~~to commence operations is contingent upon obtaining adequate financial resources through a Proposed Public Offering of 7,500,000 units (the "Units"~~ and, ~~with~~political respect to the Class A ordinary shares included in the Units being offered, the "Public Shares") at $10.00 per Unit (or up to 8,625,000 Units if the underwriters' over-allotment option is exercised in full), which is discussed in Note 3, and the sale of 237,500 private placement units (or 265,625 private placement units, if the underwriters' over-allotment option is exercised in full) at a price of $10.00 per private placement unit in a private placement to Maywood Sponsor, LLC (the "Sponsor") and the underwriters in the Proposed Public Offering that will close simultaneously with the Proposed Public Offering (see Note 4).upheaval;

~~NOTE~~● 2terrorist –attacks, ~~SUMMARY~~natural OFdisasters, ~~SIGNIFICANT~~widespread ~~ACCOUNTING~~health ~~POLICIES~~emergencies and wars; and

~~Going~~● ~~Concern~~deterioration ~~Consideration~~of political relations with the United States.

AsWe may ofnot ~~December~~be ~~31,~~able ~~2024, the Company had no cash and a working capital deficit of $97,289. The Company has incurred and expects~~ to ~~continue~~adequately toaddress ~~incur~~these ~~significant~~additional ~~costs in pursuit of its financing and acquisition plans~~risks. ~~These~~If ~~conditions~~we ~~raise~~are ~~substantial~~unable ~~doubt about the Company’s ability~~ to ~~continue~~do asso, awe ~~going~~may ~~concern~~be ~~within~~unable ~~one year after the date that the financial statements are issued. Management plans~~ to ~~address~~complete ~~this~~such ~~uncertainty~~initial ~~through~~business combination, ~~the Proposed Public Offering as discussed in Note 3. There is no assurance that the Company’s plans to raise capital~~ or, toif ~~consummate~~we acomplete ~~Business~~such ~~Combination~~initial ~~will~~business becombination, ~~successful~~our oroperations ~~successful~~might ~~within~~suffer, 18either ~~months from the consummation~~ of ~~the~~which ~~Proposed~~may ~~Public~~adversely ~~Offering~~impact our ~~(the~~business, ~~“Combination Period). The~~ financial ~~statements~~condition doand ~~not~~results ~~include any adjustments that might result from the outcome~~ of ~~this uncertainty~~operations.

~~Basis~~Exchange rate offluctuations ~~Presentation~~and currency policies may cause a target business’ ability to succeed in the international markets to be diminished.

~~The~~In the ~~accompanying~~event ~~financial~~we ~~statements~~acquire ~~are~~a ~~presented~~non-U.S. target, as we are in ~~conformity~~connection with ~~accounting~~the ~~principles~~Proposed ~~generally~~Business ~~accepted~~Combination, all revenues and income would likely be received in a foreign currency, and the ~~United~~dollar ~~States~~equivalent of ~~America~~our ~~(“GAAP”)~~net ~~for~~assets ~~interim~~and ~~financial~~distributions, ~~information~~if any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate and ~~pursuant~~are toaffected by, among other things, changes in political and economic conditions. Any change in the ~~rules~~relative value of such currency against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business combination, our financial condition and ~~regulations~~results of operations. Additionally, if a currency appreciates in value against the ~~SEC~~dollar prior to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may make it less likely that we are able to consummate such transaction.

FIf we acquire a non-7U.S. ~~Table~~target, our results of ~~Contents~~operations may be negatively impacted because of the costs and difficulties inherent in managing cross-border business operations.

~~MAYWOOD~~We may ~~ACQUISITION~~pursue ~~CORP~~a target company with operations or opportunities outside of the United States for our initial business combination, as we are in connection with the Proposed Business Combination. Managing a business, operations, personnel or assets in another country is challenging and costly. Any management that we may have (whether based abroad or in the U.S.) may be inexperienced in cross-border business practices and unaware of significant differences in accounting rules, legal regimes and labor practices. Even with a seasoned and experienced management team, the costs and difficulties inherent in managing cross-border business operations, personnel and assets can be significant (and much higher than in a purely domestic business) and may negatively impact our financial and operational performance.

~~NOTES~~If social TOunrest, ~~FINANCIAL~~acts ~~STATEMENTS~~of terrorism, regime changes, changes in laws and regulations, political upheaval or policy changes or enactments occur in a country in which we may operate after we effect our initial business combination, it may result in a negative impact on our business.

~~NOTE~~In the 2event –we ~~SUMMARY~~acquire OFa ~~SIGNIFICANT~~non-U.S. ~~ACCOUNTING~~target, ~~POLICIES~~as ~~(CONTINUED)~~we are in connection with the Proposed Business Combination, political events in another country may significantly affect our business, assets or operations. Social unrest, acts of terrorism, regime changes, changes in laws and regulations, political upheaval, and policy changes or enactments could negatively impact our business in a particular country.

~~Emerging~~Many countries ~~Growth~~have ~~Company~~difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition.

~~The~~In the ~~Company~~event iswe anacquire ~~“emerging growth company,” as defined in Section 2(~~a) ofnon-U.S. ~~the Securities Act of 1933~~target, as ~~amended~~we ~~(the~~are ~~“Securities~~in ~~Act”),~~connection aswith ~~modified by~~ the ~~Jumpstart~~Proposed ~~Our~~ Business ~~Startups~~Combination ~~Act~~our ofability ~~2012~~to ~~(the~~seek ~~“JOBS~~and ~~Act”).~~enforce legal ~~As such~~protections, itincluding iswith ~~eligible~~respect to ~~take~~intellectual ~~advantage~~property ofand ~~certain exemptions from various reporting requirements that are applicable to~~ other ~~public~~property ~~companies that are not “emerging growth companies” including~~rights, ~~but~~or ~~not limited~~ to, ~~not~~defend ~~being~~ourselves ~~required to comply~~ with ~~the~~regard ~~auditor~~to ~~attestation~~legal actions ~~requirements~~taken ofagainst ~~Section 404~~us ~~of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation~~ in ~~its periodic reports and proxy statements, and exemptions from the requirements of holding~~ a ~~non-binding~~given ~~advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the Company’s securities less attractive as a result~~country, ~~there~~ may be adifficult ~~less~~or ~~active~~impossible, ~~trading~~which ~~market~~could ~~for~~adversely ~~its~~impact ~~securities~~our ~~and~~operations, ~~the~~assets ~~prices~~or ~~of its securities may be more volatile~~financial condition.

InRules and ~~addition,~~regulations ~~Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided~~ in ~~Section 7(a)(2)(B)~~many ofcountries ~~the~~are ~~Securities~~often ~~Act~~ambiguous ~~for complying with new~~ or ~~revised~~open ~~accounting~~to ~~standards.~~differing Aninterpretation ~~“emerging~~by ~~growth~~responsible ~~company”~~individuals ~~can~~and ~~delay~~agencies at the ~~adoption~~municipal, ofstate, ~~certain~~regional ~~accounting~~and ~~standards~~federal ~~until those standards would otherwise apply to private companies~~levels. ~~This~~The ~~may~~attitudes ~~make~~and ~~comparison~~actions of ~~the~~such ~~Company’s~~individuals ~~financial~~and ~~statements~~agencies ~~with~~are ~~another~~often ~~public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period~~ difficult ~~or impossible because of the potential differences in accounting standard used. The Company intends~~ to predict ~~take~~and ~~advantage of the benefits of this extended transition period~~inconsistent.

~~Use~~Delay with respect to the enforcement of ~~Estimates~~particular rules and regulations, including those relating to customs, tax, environmental and labor, could cause serious disruption to operations abroad and negatively impact our results.

~~The~~An investment ~~preparation~~in ofour ~~the~~securities ~~financial~~may ~~statements~~result in ~~conformity~~uncertain ~~with~~U.S. ~~GAAP~~federal ~~requires~~income ~~management~~tax ~~to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements~~consequences.

~~Making~~An investment ~~estimates~~in ~~requires~~our ~~management~~securities tomay ~~exercise~~result ~~significant~~in ~~judgment~~uncertain U.S. Itfederal isincome attax ~~least~~consequences. ~~reasonably~~For ~~possible~~example, ~~that~~it is unclear whether the ~~estimate~~redemption rights ofwith respect to our Class A Ordinary Shares suspend the ~~effect~~running of a ~~condition,~~U.S. ~~situation~~Holder’s orholding ~~set~~period for purposes of ~~circumstances~~determining whether ~~that~~any ~~existed~~gain ator loss realized by such holder on the ~~date~~sale or exchange of ~~the~~Class ~~financial~~A ~~statement,~~Ordinary ~~which~~Shares ~~management~~is long-term capital gain or loss and for determining whether any dividend we pay would be considered in“qualified ~~formulating~~dividend ~~its~~income” ~~estimate,~~for ~~could~~U.S. ~~change~~federal inincome tax ~~the~~purposes. ~~near~~Prospective ~~term~~investors ~~due~~are urged to ~~one~~consult ortheir ~~more~~tax ~~future~~advisors ~~confirming~~with ~~events.~~respect ~~Accordingly,~~to ~~the~~these ~~actual~~and ~~results~~other ~~could~~tax ~~differ~~consequences ~~significantly~~when ~~from~~acquiring, owning ~~those~~or ~~estimates~~disposing of our securities.

~~Cash and Cash Equivalents~~30

~~The~~Because foreign ~~Company~~law ~~considers~~could ~~all~~govern ~~short-term~~almost ~~investments~~all ~~with~~of anour ~~original~~material ~~maturity~~agreements, ofwe ~~three~~may ~~months~~not orbe ~~less~~able ~~when~~to ~~purchased~~enforce toour berights ~~cash~~within ~~equivalents.~~such ~~The~~jurisdiction ~~Company~~or elsewhere, ~~had~~which nocould ~~cash~~result ~~and~~in ~~cash~~a ~~equivalents~~significant asloss of ~~December 31~~business, ~~2024~~business opportunities or capital.

~~Deferred~~In the ~~Offering~~event ~~Costs~~we acquire a non-U.S. target, foreign law could govern almost all of our material agreements. In connection with the Proposed Business Combination, both we and GOWell are Cayman Islands exempted companies. The target business may not be able to enforce any of its material agreements or enforce remedies for breaches of those agreements outside of such foreign jurisdiction’s legal system. The system of laws and the enforcement of existing laws and contracts in such jurisdiction may not be as certain in implementation and interpretation as in the United States. As a result, the inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business and business opportunities.

~~Deferred~~After our ~~offering~~initial ~~costs~~business ~~consist of legal~~combination, ~~accounting~~substantially ~~and~~all ~~other~~of ~~expenses~~our ~~incurred~~assets ~~through~~may ~~the~~be ~~balance~~located ~~sheet~~in ~~date~~a ~~that~~foreign ~~are~~country ~~directly~~and ~~related~~substantially toall ~~the~~of ~~Proposed~~our ~~Public~~revenue will ~~Offering.~~be ~~Upon~~derived ~~completion~~from ofour ~~the~~operations ~~Proposed~~in ~~Public~~such ~~Offering~~country. Accordingly, ~~offering~~our ~~costs~~results ~~associated~~of ~~with~~operations ~~the ordinary shares~~ and ~~the~~prospects ~~rights~~ will be ~~charged~~subject, to ~~stockholder’s~~a ~~equity~~significant extent, ~~since both the public and private units are expected~~ to ~~qualify for equity classification. Should~~ the ~~Proposed~~economic, ~~Public~~political ~~Offering~~and ~~prove~~legal ~~to be unsuccessful~~policies, ~~these~~developments ~~deferred~~and ~~costs,~~conditions asin ~~well~~the ascountry ~~additional~~in ~~expenses~~which towe ~~be incurred, will be charged to operating expenses~~operate.

FAs GOWell has operations outside of the United States, the economic, political and social conditions, as well as government policies, of the country or countries in which GOWell operates could affect our business following the completion of the Proposed Business Combination. Economic growth in such jurisdictions could be uneven, both geographically and among various sectors of the economy, and such growth may not be sustained in the future. If such economies experience a downturn or grow at a slower rate than expected, there may be less demand for spending in the industries in which GOWell operates, which could materially and adversely affect the post-8combination ~~Table~~business’s ability to become profitable. If we do not consummate the Proposed Business Combination and instead pursue an alternate initial business combination opportunity with a target that has international operations, similar macroeconomic risks in the relevant jurisdiction could materially and adversely affect our ability to find an attractive target business and, if we effect such business combination, the ability of ~~Contents~~that target business to become profitable.

~~MAYWOOD~~If our ~~ACQUISITION~~management ~~CORP~~following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.

~~NOTES~~Following our TOinitial ~~FINANCIAL~~business ~~STATEMENTS~~combination, our management may resign from their positions as officers or directors of the company and the management of the target business at the time of the business combination will remain in place, as is anticipated in connection with the Proposed Business Combination. Management of the target business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may adversely affect our operations.

~~NOTE~~Risks Related 2to –Our ~~SUMMARY~~Sponsors OFand ~~SIGNIFICANT~~Management ~~ACCOUNTING POLICIES (CONTINUED)~~Team

~~Ordinary~~We are ~~Shares~~dependent ~~Subject~~upon our officers and directors and their loss, or a reduction in the amount of time they can dedicate to ~~Possible~~our ~~Redemption~~initial business combination, could adversely affect our ability to operate.

~~The~~Our operations ~~Company~~are ~~accounts~~dependent ~~for~~upon ~~its~~a ~~ordinary~~relatively ~~shares~~small ~~subject~~group toof ~~possible~~individuals ~~redemption~~and, in ~~accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480~~particular, ~~“Distinguishing~~our ~~Liabilities~~officers ~~from~~and ~~Equity~~directors.” ~~Ordinary~~We ~~shares~~believe ~~subject~~that our tosuccess ~~mandatory~~depends ~~redemption~~on ~~are~~the ~~classified~~continued asservice aof ~~liability~~our ~~instrument~~officers and ~~are~~directors, ~~measured~~ at ~~fair~~least ~~value.~~until ~~Shares~~we ofhave ~~conditionally~~completed ~~redeemable~~our ~~ordinary~~initial ~~shares~~business ~~(including~~combination. In ~~ordinary~~addition, ~~shares~~our ~~that~~officers ~~features~~and ~~redemption~~directors ~~rights that~~ are ~~either~~not ~~within~~required ~~the control of the holder or subject~~ to ~~redemption~~commit ~~upon~~any ~~the~~specified ~~occurrence~~amount of ~~uncertain~~time ~~events~~to ~~not~~our ~~solely~~affairs ~~within~~and, ~~the~~accordingly, ~~Company’s~~will have ~~control)~~conflicts ~~are~~of ~~classified~~interest asin ~~temporary~~allocating ~~equity.~~their Attime ~~all~~among ~~other~~various ~~times~~business activities, ~~ordinary~~including ~~shares~~identifying ~~are~~potential ~~classified~~business ascombinations and amonitoring ~~component~~the ofrelated ~~stockholder’s~~due ~~equity~~diligence. ~~The~~We ~~Company’s~~do ~~Class~~not Ahave ~~ordinary~~an ~~shares~~employment ~~feature~~agreement ~~certain~~with, ~~redemption~~or ~~rights~~key-man ~~that~~insurance ~~are~~on ~~considered~~the tolife ~~be outside~~ of, ~~the~~any ~~Company’s control and subject to occurrence~~ of ~~uncertain~~our directors ~~future~~or ~~events~~officers. ~~Accordingly,~~The ~~upon~~unexpected ~~completion~~loss of the ~~Proposed~~services ~~Public~~of ~~Offering,~~one ~~the~~or ~~Class~~more ~~A ordinary shares will be presented at redemption value as temporary equity, outside~~ of ~~the~~our ~~stockholder’s~~directors ~~equity~~or ~~section~~officers ofcould ~~the~~have ~~Company’s~~a ~~balance~~detrimental ~~sheet~~effect on us.

~~The~~Our ability ~~Class~~to Bsuccessfully ~~ordinary~~effect ~~shares~~our ~~are~~initial ~~classified~~business ascombination aand ~~component~~to be successful thereafter will be dependent upon the efforts of our ~~stockholder’s~~key ~~equity~~personnel, ~~since~~some ~~they~~of ~~are~~whom ~~not~~may ~~subject~~join tous ~~possible~~following ~~redemption~~our ~~outside~~initial business combination. The loss of key personnel could negatively impact the ~~Company’s~~operations ~~control~~and profitability of our post-combination business.

~~Income~~Our ability ~~Taxes~~to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.31

~~ASC~~Our key ~~740~~personnel ~~also~~may ~~clarifies~~negotiate ~~the~~employment ~~accounting~~or ~~for~~consulting ~~uncertainty~~agreements inwith ~~income~~a ~~taxes~~target ~~recognized~~business in anconnection ~~enterprise’s~~with ~~financial statements and prescribes~~ a ~~recognition~~particular ~~threshold~~business ~~and~~combination, as ~~measurement~~members ~~process for financial statement recognition and measurement~~ of aour ~~tax~~management ~~position~~team ~~taken~~have ~~or expected to be taken~~ in aconnection ~~tax~~with ~~return.~~the ~~For~~Proposed ~~those~~Business ~~benefits to be recognized~~Combination, and a ~~tax~~particular ~~position~~business ~~must~~combination may be ~~more-likely-than-not~~conditioned toon bethe ~~sustained~~retention ~~upon~~or ~~examination~~resignation byof ~~taxing~~such ~~authorities~~key personnel. ~~The~~These ~~Company~~agreements ~~recognizes~~may ~~accrued~~provide ~~interest~~for ~~and~~them ~~penalties related~~ to ~~unrecognized~~receive ~~tax~~compensation ~~benefits~~following our asinitial ~~income~~business ~~tax~~combination ~~expense. There were no unrecognized tax benefits~~ and ~~no amounts accrued for interest and penalties~~ as ofa ~~December 31~~result, ~~2024.~~may ~~The~~cause ~~Company~~them isto ~~currently~~have ~~not~~conflicts ~~aware~~ of ~~any~~interest ~~issues under review that could result~~ in ~~significant~~determining ~~payments,~~whether ~~accruals~~a orparticular ~~material~~business combination ~~deviation from its position. The Company~~ is ~~subject~~the tomost ~~income tax examinations by major taxing authorities since inception~~advantageous.

~~The~~Our key ~~provision~~personnel may be able to remain with our company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for ~~income~~such ~~taxes~~individuals ~~was~~to ~~deemed~~receive compensation in the form of cash payments and/or our securities for services they would render to beus deafter ~~minimis~~the completion of the business combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. In connection with the Proposed Business Combination, New Sponsor is negotiating on behalf of certain of our officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo in exchange for consideration therefor to be issued at the ~~period~~effective ~~from~~time ~~May~~of 31the Second Merger. Additionally, ~~2024~~Kevin ~~(inception)~~Shannon, our Chief Operating Officer, is expected to serve as a director of PubCo following the Proposed Business Combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under Cayman Islands law.

~~through~~Our officers ~~December~~and ~~31,~~directors ~~2024~~will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

~~Concentration~~Our officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of ~~Credit~~interest in ~~Risk~~allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. For a complete discussion of our officers’ and directors’ other business affairs, please see “Management — Officers and Directors.”

~~Financial~~Our officers ~~instruments~~and ~~that~~directors ~~potentially~~presently ~~subject~~have, ~~the~~and ~~Company~~any ~~to concentrations~~ of ~~credit~~them ~~risk~~in ~~consist~~the offuture amay ~~cash~~have ~~account~~additional, infiduciary aor ~~financial~~contractual ~~institution,~~obligations ~~which,~~to ~~at times~~other entities, ~~may~~including ~~exceed~~other ~~the~~blank ~~Federal~~check ~~Depository~~companies, ~~Insurance~~and, ~~Coverage of $250~~accordingly,~~000.~~ ~~The~~may ~~Company~~have ~~has~~conflicts ~~not~~of ~~experienced~~interest ~~losses~~in onallocating ~~this~~their ~~account~~time and ~~management~~in ~~believes~~determining to ~~the~~which ~~Company~~entity isa ~~not~~particular ~~exposed~~business toopportunity ~~significant~~should ~~risks~~be ~~on such account~~presented.

~~Net~~Until we ~~Loss~~consummate ~~Per~~our ~~Common~~initial ~~Share~~business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our Sponsors, the managing member of the New Sponsor, and our officers and directors are, or may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business. We do not have employment contracts with our officers and directors that will limit their ability to work at other businesses. Each of our officers and directors presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law. Our Articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

~~Net loss per common share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period~~In addition, ~~excluding~~our ~~ordinary~~Sponsors ~~shares~~and ~~subject~~our toofficers ~~forfeiture.~~and ~~Weighted~~directors ~~average~~have ~~shares~~or ~~were~~may ~~reduced~~sponsor ~~for~~or ~~the~~form ~~effect~~other ofspecial anpurpose ~~aggregate~~acquisition ofcompanies ~~393,750~~with ~~Class~~acquisition objectives ~~B ordinary shares~~ that are ~~subject~~similar to ~~forfeiture~~ours ifor ~~the~~may ~~over-allotment~~pursue ~~option~~other isbusiness ~~not~~or ~~exercised~~investment byventures ~~the~~during ~~underwriters (see Notes 5 and 7). At December 31, 2024,~~ the ~~Company~~period ~~did~~in ~~not~~which ~~have~~we ~~any~~are ~~dilutive~~seeking ~~securities~~an initial ~~and~~business ~~other~~combination. ~~contracts~~Any ~~that~~such ~~could~~companies, ~~potentially,~~businesses ~~be exercised~~ or ~~converted~~investments ~~into~~may ~~ordinary~~present ~~shares~~additional ~~and~~conflicts ~~then~~of ~~share~~interest in ~~the~~pursuing an ~~earnings~~initial ofbusiness ~~the Company~~combination. ~~As a result~~However, ~~diluted~~we ~~loss~~do ~~per~~not ~~common~~believe ~~share~~that isany ~~the~~such ~~same~~potential asconflicts ~~basic~~would ~~loss~~materially ~~per~~affect ~~common~~our ~~share~~ability ~~for~~to complete ~~the~~our ~~period~~initial ~~presented~~business combination.

~~F-9~~Our officers, ~~Table~~directors, ofsecurity ~~Contents~~holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.

~~MAYWOOD~~We have ~~ACQUISITION~~not ~~CORP~~adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our Sponsors, our directors or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

~~NOTES TO FINANCIAL STATEMENTS~~32

~~NOTE~~The personal 2and –financial ~~SUMMARY~~interests OFof ~~SIGNIFICANT~~our ~~ACCOUNTING~~directors ~~POLICIES~~and ~~(CONTINUED)~~officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our shareholders’ best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders’ rights. However, we might not ultimately be successful in any claim we may make against them for such reason.

~~Fair~~Members of ~~Value~~our ~~Measurements~~management team and board of directors have significant experience as board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate an initial business combination.

~~Fair~~During the ~~value~~course isof ~~defined~~their ascareers, ~~the~~members ~~price~~of ~~that~~our ~~would~~management beteam ~~received~~and ~~for~~board ~~sale~~ of andirectors ~~asset~~have orhad ~~paid~~significant ~~for~~experience ~~transfer~~as board members, officers or executives of other companies. As a ~~liability,~~result of their involvement and positions in anthese ~~orderly~~companies, ~~transaction~~certain ~~between~~persons ~~market~~were, ~~participants~~are now, ator may in the ~~measurement~~future ~~date.~~become, ~~GAAP~~involved ~~establishes~~in alitigation, ~~three-tier~~investigations ~~fair~~or ~~value~~other ~~hierarchy,~~proceedings ~~which~~relating ~~prioritizes~~to the ~~inputs~~business ~~used~~affairs inof ~~measuring~~such companies ~~fair~~or ~~value~~transactions entered into by such companies. ~~The~~Any ~~hierarchy~~such ~~gives~~litigation, ~~the~~investigations ~~highest~~or ~~priority~~other toproceedings ~~unadjusted~~may ~~quoted~~divert ~~prices~~our inmanagement team’s ~~active~~and ~~markets~~board’s ~~for~~attention ~~identical~~and ~~assets~~resources away from identifying and selecting a target business or ~~liabilities~~businesses ~~(Level~~for 1our ~~measurements)~~initial business combination and ~~the~~may ~~lowest~~negatively ~~priority~~affect toour ~~unobservable~~reputation, ~~inputs~~which ~~(Level~~may 3impede ~~measurements).~~our ~~These~~ability ~~tiers~~to ~~include:~~complete an initial business combination.

·Members of ~~Level~~our 1,management ~~defined~~team asand ~~observable~~affiliated ~~inputs~~companies ~~such~~may ashave ~~quoted prices (unadjusted) for identical instruments in active markets; · Level 2~~been, ~~defined~~and asmay ~~inputs other than quoted prices~~ in ~~active~~the ~~markets~~future that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3be, ~~defined~~involved ~~as unobservable inputs~~ in ~~which~~civil ~~little~~disputes or nogovernmental ~~market~~investigations unrelated ~~data exists, therefore requiring an entity~~ to ~~develop~~our ~~its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable~~business.

InMembers of ~~some~~our ~~circumstances,~~management ~~the~~team ~~inputs~~have ~~used~~been (and intend to ~~measure~~be) ~~fair~~involved ~~value~~in ~~might~~a bewide ~~categorized~~variety ~~within~~of ~~different~~businesses. ~~levels~~Such ofinvolvement ~~the~~has, ~~fair~~and ~~value~~may ~~hierarchy~~lead to, media coverage and public awareness. InAs ~~those~~a ~~instances~~result, ~~the~~members ~~fair~~of ~~value~~our ~~measurement~~management isteam ~~categorized~~and inaffiliated ~~its~~companies ~~entirety~~may have been, and may in the future ~~fair~~be, ~~value~~involved ~~hierarchy~~in ~~based~~civil ondisputes ~~the~~or ~~lowest~~governmental ~~level~~investigations ~~input~~unrelated ~~that~~to isour ~~significant~~business. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the ~~fair~~price ~~value~~of ~~measurement~~our securities.

~~Fair~~Our A&R ~~Value~~Letter ofAgreement ~~Financial~~with ~~Instruments~~our Sponsors, officers, directors and advisors may be amended without shareholder approval.

~~The~~Our A&R ~~fair~~Letter ~~value~~Agreement ofwith ~~the~~our ~~Company’s~~Sponsors, ~~assets~~officers, directors and ~~liabilities,~~advisors ~~which~~contain ~~qualify~~provisions asrelating ~~financial~~to ~~instruments~~transfer ~~under~~restrictions ~~FASB~~of the ~~ASC~~Founder ~~Topic~~Shares, ~~820~~Retained Shares and Private Placement Units, ~~“Fair~~indemnification ~~Value~~of ~~Measurement~~the Trust Account,” ~~approximates~~waiver of redemption rights and participation in liquidating distributions from the ~~carrying~~Trust ~~amounts~~Account. ~~represented~~The A&R Letter Agreement may be amended without shareholder approval, and was amended and restated in connection with the ~~accompanying~~Sponsor ~~balance~~Transfer ~~sheet~~Transaction. While we do not expect our board to approve any amendment to the A&R Letter Agreement prior to our initial business combination, ~~primarily~~it ~~due~~may be possible that our board, in exercising its business judgment and subject to ~~their~~its ~~short-term~~fiduciary ~~nature~~duties, chooses to approve one or more amendments to the letter agreement. Any such amendments to the A&R Letter Agreement would not require approval from our shareholders and may have an adverse effect on the value of an investment in our securities.

~~NOTE~~Risks Related 3to –Our ~~PROPOSED PUBLIC OFFERING~~Securities

~~The Company~~ You will ~~offer~~not ~~for~~have ~~sale~~any uprights ~~to 7,500,000 Units (~~or upinterests toin ~~8,625,000~~funds ~~Units~~from if the ~~underwriters’~~Trust ~~over-allotment~~Account, ~~option~~except isunder ~~exercised~~certain inlimited ~~full) at a price of $10~~circumstances.00 ~~per~~Therefore, ~~Unit. Each Unit will consist of one Class A ordinary share and one right~~ to ~~receive~~liquidate your ~~one-fifth~~investment, ~~(1/5)~~you ofmay ~~a Class A ordinary share upon consummation of a Business Combination. No fractional rights will~~ be ~~issued,~~forced ~~and holders must hold rights in multiples of five~~ to ~~receive~~sell ayour ~~full~~Public ~~share.~~Shares ~~Any~~or ~~rights~~Public ~~not~~Rights, ~~sufficient~~potentially toat ~~form~~ a ~~full share will expire worthless~~loss.

FOur Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our Articles (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by August 14, 2026 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-10initial ~~Table~~business combination activity; and (iii) the redemption of ~~Contents~~our Public Shares if we are unable to complete an initial business combination by August 14, 2026, subject to applicable law and as further described herein. In no other circumstances will Public Shareholders have any right or interest of any kind in the Trust Account. Holders of Public Rights will not have any right to the proceeds held in the Trust Account with respect to the Public Rights. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Public Rights, potentially at a loss.

~~MAYWOOD ACQUISITION CORP~~33

~~NOTES~~If we TOare ~~FINANCIAL~~unable ~~STATEMENTS~~to consummate the Proposed Business Combination or another initial business combination by the date required in our Articles, the Public Shareholders may be forced to wait beyond such date before redemption from our Trust Account.

~~NOTE~~If we 4are –unable ~~PRIVATE~~to ~~PLACEMENT~~consummate the Proposed Business Combination or another initial business combination by the date required in the Articles, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be less taxes payable and up to $100,000 to pay dissolution expenses), will be used to fund the redemption of our Public Shares, as further described herein. Any redemption of Public Shareholders from the Trust Account will be effected automatically by function of the Articles prior to any voluntary winding up. If we are required to wind-up, liquidate the Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Cayman Companies Act. In that case, investors may be forced to wait beyond the end of the completion window before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate the Proposed Business Combination or another initial business combination prior thereto and only then in cases where investors have properly sought to redeem their Public Shareholders. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete the Proposed Business Combination or another initial business combination.

~~The~~Nasdaq may ~~Sponsor~~delist ~~and~~the ~~underwriters~~Class A ~~have~~Ordinary ~~committed~~Shares tofrom ~~purchase~~trading anon ~~aggregate~~its ~~of 237~~exchange,~~500~~ ~~private~~which ~~placement~~could ~~units~~limit ~~(or 265,625 private placement units if the underwriters~~investors’ ~~over-allotment~~ability ~~option~~to ismake ~~exercised~~ transactions in ~~full)~~our atsecurities aand ~~price~~subject ofus ~~$10.00~~to ~~per~~additional ~~unit,~~trading ~~for an aggregate purchase price of $2,375,000 (or $2,656,250 respectively), in a private placement that will occur simultaneously with the closing of the Proposed Public Offering~~restrictions.

~~Each~~Our Class ~~Private~~A ~~Each~~Ordinary ~~Private~~Shares, ~~Placement~~Units ~~Unit~~and Rights are listed on Nasdaq under “IPEX”, “IPEXU” and “IPEXR”, respectively. We cannot assure you that the securities will ~~consist~~continue to be listed on Nasdaq prior to the completion window. In order to continue listing our securities on Nasdaq prior to completion of ~~one~~our ~~Class~~initial Abusiness ~~ordinary~~combination, ~~share~~we must maintain certain financial, distribution and ~~one~~share ~~right~~price tolevels. ~~receive~~Generally, ~~one-fifth~~we must maintain a minimum market value of listed securities (~~1/5~~generally $50,000,000) and a minimum number of ~~one~~holders ~~Class~~of Aour ~~ordinary~~securities ~~share~~(generally ~~upon~~400 holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the ~~consummation~~listing of our securities on Nasdaq. For instance, unless we decide to list on a ~~Business~~different ~~Combination~~Nasdaq tier such as the Nasdaq Capital Market which has different initial listing requirements, our share price would generally be required to be at least $4.00 per share and we would be required to have a minimum of 400 round lot holders of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.

~~The~~If Nasdaq ~~Private~~delists ~~Placement~~our ~~Units~~securities ~~are~~from ~~identical~~trading toon ~~the~~its ~~Units~~exchange ~~being~~and ~~offered~~we inare ~~the~~not ~~Proposed~~able ~~Public~~to ~~Offering~~list ~~except~~our ~~that~~securities ~~they~~on ~~are~~another ~~subject~~national tosecurities exchange, ~~certain~~we ~~transfer~~expect ~~restrictions.~~our Asecurities ~~portion~~could ofbe ~~the~~quoted ~~proceeds~~on ~~from~~an over-the-counter ~~sale~~market. ofIf ~~the~~this ~~Private~~were ~~Placement Units will be added~~ to ~~the~~occur, ~~proceeds~~we ~~from~~could ~~the~~face ~~Proposed~~significant ~~Public~~material adverse ~~Offering~~consequences, ~~to be held in the Trust Account.~~including:

If● ~~the Company does not complete~~ a ~~Business~~limited ~~Combination~~availability ~~within the Combination Period, the proceeds from the sale~~ of ~~the~~market ~~Private~~quotations ~~Placement~~for ~~Units~~our ~~will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the~~ securities ~~included in the Private Placement Units will expire worthless.~~ ;

~~NOTE~~● 5reduced –liquidity ~~RELATED~~for ~~PARTY~~our ~~TRANSACTIONS~~securities;

~~Founder~~● ~~Shares~~a determination that our securities are a “penny stock” which will require brokers trading in our securities to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

On● ~~June~~a 1,limited ~~2024,~~amount ~~the Company approved the acquisition by the Sponsor~~ of annews ~~aggregate~~and ofanalyst ~~8,050,000~~coverage; Class B ordinary shares of the Company (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.003 per share. On December 19, 2024, the Sponsor forfeited 5,031,250 Founder Shares for no consideration, resulting in 3,018,750 Founder Shares outstanding. Additionally, up to 393,750 Founder Shares are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is not exercised in full or in part.and

~~Administrative~~● ~~Services~~a ~~Agreement~~decreased ability to issue additional securities or obtain additional financing in the future.

The National ~~Company~~Securities ~~plans~~Markets toImprovement ~~enter~~Act ~~into~~of an1996, ~~agreement~~which tois ~~pay~~a federal statute, prevents or preempts the ~~Sponsor~~states afrom ~~total~~regulating the sale of upcertain securities, which are referred to $1as “covered securities.” Because our securities will be listed on Nasdaq,~~667~~ our ~~per~~securities ~~month~~will ~~for~~qualify ~~business~~as ~~and~~covered ~~administrative~~securities ~~support~~under ~~services~~the statute. ~~Upon~~Although ~~completion~~the states are preempted from regulating the sale of our securities, the ~~Business~~federal ~~Combination~~statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the ~~Company’s~~sale ~~liquidation~~of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the ~~Company~~State of ~~will~~Idaho, ~~cease~~certain ~~paying~~state securities regulators view blank check companies unfavorably and might use these ~~monthly~~powers, ~~fees~~or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

~~Promissory~~The grant ~~Note~~of —registration ~~Related~~rights ~~Party~~to our Sponsors and Representatives may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our securities.

OnPursuant to ~~June~~the 1A&R Letter Agreement, ~~2024~~our Sponsors, Representatives and their permitted transferees can demand that we register the ~~Sponsor~~Class A ~~agreed~~Ordinary toShares ~~loan~~into which Founder Shares are convertible, holders of our Private Placement Units and their permitted transferees can demand that we register the ~~Company~~Class A Ordinary Shares issuable upon the conversion of the Private Placement Units and the Class A Ordinary Shares and holders of Private Placement Units that may be issued upon conversion of working capital loans may demand that we register such shares or the Class A Ordinary Shares issuable upon conversion of the Private Placement Units. We will bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading in the public market may have an ~~aggregate~~adverse effect on the market price of upour tosecurities. ~~$300~~In addition,~~000~~ tothe ~~cover~~existence ~~expenses~~of ~~related~~the registration rights may make our initial business combination more costly or difficult to conclude. This is because the ~~Proposed~~shareholders ~~Public~~of ~~Offering~~the ~~pursuant~~target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to aoffset ~~promissory~~the ~~note~~negative (impact on the ~~“Note”).~~market ~~The~~price ~~Note~~of our securities that is ~~non-interest~~expected ~~bearing~~when ~~and~~the isordinary ~~payable~~shares onowned ~~December~~by 31our Sponsors and Representatives, ~~2024~~holders of our Private Placement Units or holders of our working capital loans or their respective permitted transferees are registered.

~~Advances from Related Party~~34

~~The~~Our rights ~~Sponsor~~may ~~paid~~have ~~certain~~an ~~formation,~~adverse ~~deferred~~effect ~~offering, and operating expenses~~ on ~~behalf of~~ the ~~Company,~~market ~~totaling~~price ~~$131,602~~of ~~during~~our ~~the~~Class ~~period~~A ~~from~~Ordinary ~~May~~Shares ~~31, 2024 (inception) through December 31, 2024. These advances are non-interest-bearing~~ and ~~payable~~make onit ~~demand.~~more Asdifficult ~~of December 31, 2024, the outstanding amount due~~ to ~~the~~effectuate ~~related~~our ~~party~~initial business ~~was $131,602~~combination.

~~F-11~~We will ~~Table~~be issuing rights that may result in the issuance of ~~Contents~~up to 1,778,125 Class A Ordinary Shares, as part of the Units issued in the IPO and the Private Placement Units. In addition, if the New Sponsor makes any working capital loans, it may convert those loans into up to an additional 150,000 Private Placement Units, at the price of $10.00 per unit. To the extent we issue Ordinary Shares to effectuate an initial business combination, the potential for the issuance of a substantial number of additional Class A Ordinary Shares upon conversion of these rights could make us a less attractive acquisition vehicle to a target business. Such rights, when converted, will increase the number of issued and outstanding Class A Ordinary Shares and reduce the value of the Class A Ordinary Shares issued to complete an initial business combination. Therefore, our rights may make it more difficult to effectuate an initial business combination or increase the cost of acquiring the target business.

~~MAYWOOD~~Because each ~~ACQUISITION~~Unit ~~CORP~~contains one Right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of our initial business combination, and only whole shares will be issued in exchange for rights, the Units may be worth less than units of other special purpose acquisition companies.

~~NOTES~~Except in TOcases ~~FINANCIAL~~where ~~STATEMENTS~~we are not the surviving company in a business combination, each holder of a Right will automatically receive one-fifth (1/5) of one Class A Ordinary Share upon consummation of our initial business combination. In the event we will not be the surviving company upon completion of our initial business combination, each holder of a Right will be required to affirmatively convert its rights in order to receive the one-fifth (1/5) of one Class A Ordinary Share underlying each right upon consummation of the business combination. We will not issue fractional shares in connection with an exchange of rights.

~~NOTE~~As a 6result, –you ~~COMMITMENTS~~must ~~AND~~hold ~~CONTINGENCIES~~Rights in multiples of five in order to receive Class A Ordinary Shares for all of your Rights upon closing of a business combination. If we are unable to complete an initial business combination within the required time period and we redeem the Public Shares for the funds held in the Trust Account, holders of Rights will not receive any of such funds for their Rights and the Rights will expire worthless.

~~Registration~~We may amend the terms of the Rights in a manner that may be adverse to holders of Rights with the approval by the holders of at least a majority of the then issued and outstanding Rights.

~~The~~Our rights ~~holders~~will ofbe ~~the~~issued ~~Founder~~in ~~Shares,~~registered ~~Private~~form ~~Placement~~under ~~Units~~a ~~(including~~rights ~~the~~agreement ~~securities~~between ~~contained~~Continental ~~therein)~~Stock Transfer & Trust Company, as rights agent, and ~~any~~us. ~~securities~~The rights agreement provides that the terms of the rights may be ~~issued~~amended ~~upon~~without ~~conversion~~the consent of ~~Working~~any ~~Capital~~holder ~~Loans~~to ~~(if~~cure any) ~~will~~ambiguity or becorrect ~~entitled~~any defective provision or correct any mistake, including to ~~registration~~conform the provisions of the rights ~~pursuant~~agreement to athe ~~registration~~description of the terms of the rights ~~agreement.~~and ~~This~~the rights agreement set forth in this Annal Report, but requires the ~~Company~~approval by the holders of at least a majority of the then issued and outstanding Rights to ~~register~~make ~~such~~any ~~securities~~change ~~for~~that ~~resale.~~adversely Inaffects the ~~case~~interests of the ~~Founder~~registered ~~Shares~~holders of Rights. Accordingly, ~~registration~~we ~~rights~~may ~~will~~amend ~~apply~~the ~~only~~terms ~~after~~of ~~they~~the ~~are~~Rights ~~converted~~in ~~into~~a ~~Class~~manner Aadverse ~~ordinary~~to ~~shares~~a holder if holders of at least a majority of the then issued and outstanding rights approve of such amendment.

~~The holders of these securities are entitled to make up to three demands~~However, under ~~excluding~~Cayman ~~short-form~~Islands ~~demands~~law, toour ~~register~~directors ~~such~~may ~~securities.~~only Inexercise ~~addition,~~the ~~these~~Rights ~~holders~~and ~~will~~powers ~~have~~granted ~~certain "piggy-back" registration rights with respect~~ to ~~registration~~them ~~statements~~under ~~filed~~our ~~subsequent~~Articles tofor ~~the completion of~~ a ~~Business~~proper ~~Combination~~ purpose and ~~rights~~for towhat ~~require~~they ~~the~~believe ~~Company~~in togood ~~register~~faith ~~for resale such securities pursuant~~ to ~~Rule~~be ~~415 under the Securities Act. The Company will bear the expenses incurred~~ in ~~connection with~~ the ~~filing~~best interests of ~~any~~our ~~such registration statements~~company.

~~Underwriting~~Our rights ~~Agreement~~agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our rights, which could limit the ability of rights holders to obtain a favorable judicial forum for disputes with our company.

~~The~~Our rights ~~Company~~agreement ~~will~~provides ~~grant~~that, ~~the~~subject ~~underwriters~~to aapplicable ~~45-day~~law, ~~option~~(i) toany ~~purchase~~action, upproceeding toor ~~1,125,000~~claim ~~additional~~against ~~Units~~us atarising ~~the~~out ~~Proposed~~of ~~Public~~or ~~Offering~~relating in ~~price~~any way to the rights agreement, ~~less~~will ~~underwriting~~be ~~discounts~~brought and ~~commissions,~~enforced toin ~~cover~~the ~~over-allotments,~~courts ifof ~~any.~~the ~~The~~State ~~underwriters~~of ~~will~~New beYork ~~entitled~~or tothe aUnited ~~cash~~States ~~underwriting~~District Court ~~discount~~for ofthe ~~$0.25~~Southern ~~per~~District ~~Unit,~~of orNew $1York,~~875,000~~ inand ~~the~~(ii) ~~aggregate~~that ~~(or~~we upirrevocably submit to $2such jurisdiction,~~156,250~~ ifwhich ~~the~~jurisdiction ~~underwriters’~~shall ~~over-allotment~~be ~~option~~the exclusive isforum ~~exercised~~for inany ~~full)~~such action, ~~payable~~proceeding ~~upon~~or ~~the~~claim. ~~closing~~We ofwill ~~the~~waive ~~Proposed~~any ~~Public~~objection ~~Offering~~to such exclusive jurisdiction and that such courts represent an inconvenient forum.

InNotwithstanding the ~~addition~~foregoing, these provisions of the ~~underwriters~~rights ~~are~~agreement ~~entitled~~will tonot aapply ~~deferred~~to ~~underwriting~~suits ~~commission~~brought ofto ~~$0.40~~enforce ~~per~~any ~~Unit,~~liability or ~~$3,000,000~~duty increated by the Securities ~~aggregate~~Act (or upthe toExchange ~~$3,450,000~~Act ifor any other claim for which the ~~underwriters’~~federal ~~over-allotment~~district ~~option~~courts isof ~~exercised~~the inUnited ~~full).~~States ~~Deferred~~of ~~commissions~~America ~~will~~are bethe ~~payable~~sole and ~~solely~~exclusive ~~from~~forum. ~~amounts~~We ~~remaining~~note inthat ~~the~~there ~~Trust~~is ~~Account~~uncertainty ~~following~~as ~~properly~~to ~~submitted~~whether ~~shareholder~~a ~~redemptions~~court ~~and~~would ~~less~~enforce ~~any~~such ~~funds~~provisions, ~~required~~and tothat beinvestors ~~repaid~~cannot waive tocompliance ~~non-redeeming~~with ~~shareholders~~the ~~upon~~federal ~~consummation~~securities oflaws and the ~~initial~~rules ~~Business~~and ~~Combination~~regulations thereunder. The ~~deferred~~Securities ~~fee~~Act ~~will~~creates beconcurrent ~~paid~~jurisdiction for tofederal ~~the~~and ~~underwriters~~state ~~only~~courts inover ~~the~~all ~~event~~suits ~~that~~brought ~~the~~to ~~Company~~enforce ~~completes~~any aduty ~~Business~~or ~~Combination,~~liability ~~subject~~created toby the ~~terms~~Securities ofAct or the ~~underwriting~~rules ~~agreement~~and regulations thereunder.

~~NOTE 7 – STOCKHOLDER’S EQUITY~~35

~~Preferred~~Any person ~~Shares~~or —entity ~~The~~purchasing ~~Company~~or isotherwise ~~authorized~~acquiring any interest in any of our Rights shall be deemed to ~~issue~~have upnotice of and to ~~5,000,000~~have ~~preferred~~consented to ~~shares~~the ~~with~~forum aprovisions ~~par~~in ~~value~~our ofrights $0agreement.~~0001~~ ~~per~~If ~~share~~any action, ~~with~~the ~~such~~subject ~~designations~~matter of which is within the scope the forum provisions of the rights agreement, ~~voting~~is ~~and~~filed in a court other ~~rights~~than ~~and~~a ~~preferences~~court asof ~~may~~the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our rights, such holder shall be ~~determined~~deemed to ~~from~~have ~~time~~consented to: ~~time~~(x) bythe personal jurisdiction of the ~~Company’s~~state ~~board~~and federal courts located in the State of ~~directors.~~New AtYork ~~December~~in ~~31,~~connection ~~2024,~~with any ~~there~~action ~~were~~brought noin ~~shares~~any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of ~~preferred~~process ~~stock~~made ~~issued~~upon orsuch ~~outstanding~~rights holder in any such enforcement action by service upon such rights holder’s counsel in the foreign action as agent for such rights holder.

~~Class~~This choice-of-forum Aprovision ~~Ordinary~~may ~~Shares~~limit —a ~~The~~rights ~~Company~~holder’s isability ~~authorized~~ to ~~issue~~bring upa toclaim ~~500,000,000~~in ~~Class~~a Ajudicial ~~ordinary~~forum ~~shares~~that it finds favorable for disputes with our company, ~~par~~which ~~value~~may ~~$0.0001~~discourage ~~per~~such ~~share~~lawsuits. ~~Holders~~Alternatively, ofif ~~the~~a ~~Company’s~~court ~~Class~~were Ato ~~ordinary~~find ~~shares~~this ~~are~~provision ~~entitled~~of toour ~~one~~rights ~~vote~~agreement inapplicable ~~per~~or ~~share.~~unenforceable Atwith ~~December~~respect ~~31,~~to ~~2024,~~one ~~there~~or ~~were~~more noof ~~Class~~the Aspecified ~~ordinary~~types ~~shares~~of ~~issued~~actions or ~~outstanding.~~proceedings, ~~The~~we ~~Company’s~~may ~~Class~~incur Aadditional ~~ordinary~~costs associated ~~shares~~with toresolving besuch ~~issued~~matters in ~~the~~other ~~Proposed~~jurisdictions, ~~Public~~which ~~Offering~~could ~~are~~materially ~~considered~~and ~~conditionally~~adversely ~~redeemable~~affect ~~shares~~our ~~and~~business, ~~will~~financial becondition and ~~classified~~results asof ~~temporary~~operations ~~equity~~and result in ~~accordance~~a ~~with~~diversion ~~ASC~~of ~~480~~the time and resources of our management team.

~~Class~~General Risk B Ordinary Shares — The Company is authorized to issue up to 50,000,000 Class B ordinary shares, par value $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote per share.Factors

~~Holders~~We are ~~of Class A ordinary shares and Class B ordinary shares will vote together as~~ a ~~single~~blank ~~class~~check oncompany ~~all~~with ~~matters~~no ~~submitted~~operating tohistory aand ~~vote~~no ~~of stockholders~~revenues, ~~except~~and asyou ~~required~~have byno ~~law;~~basis ~~provided~~on ~~that~~which ~~prior~~ to ~~the~~evaluate ~~closing~~our ofability ~~a Business Combination, only holders of Class B ordinary shares have the right~~ to ~~vote~~achieve our onbusiness ~~the appointment or removal of directors and on continuing the Company in a jurisdiction outside the Cayman Islands~~objective.

OnWe are ~~June~~a 1,blank ~~2024,~~check company incorporated under the ~~Sponsor~~laws ~~purchased~~of 8the Cayman Islands with no operating results,~~050,000~~ ~~Founder~~and ~~Shares~~we ~~for~~will annot ~~aggregate~~commence ~~purchase~~operations until ~~price~~obtaining offunding ~~$25,000~~through the IPO. OnBecause ~~December~~we ~~19,~~lack ~~2024~~an operating history, ~~the~~you ~~Sponsor~~have ~~forfeited~~no ~~5,031,250~~basis ~~Founder~~upon ~~Shares~~which ~~for~~to noevaluate ~~consideration,~~our ~~leaving~~ability ~~3,018,750~~to achieve ~~Founder~~our ~~Shares~~business ~~outstanding~~objective of completing our initial business combination. ~~Additionally,~~We ~~393~~have no plans,~~750~~ ~~Founder~~arrangements ~~Shares~~or ~~remain~~understandings ~~subject~~with any prospective target business concerning a business combination and may be unable to ~~forfeiture~~complete ~~depending~~our oninitial ~~the~~business ~~extent~~combination. If we fail to ~~which~~complete ~~the~~our ~~underwriters’~~initial ~~over-allotment~~business ~~option~~combination, iswe ~~not~~will ~~exercised~~never ingenerate ~~full~~any operating revenues.

~~The~~Past performance ~~Founder~~by ~~Shares~~our ~~will~~management ~~automatically convert into Class A ordinary shares upon the consummation of a Business Combination~~team, orour ~~earlier~~advisors atand ~~the~~their ~~option~~respective ~~of the holder~~affiliates, onincluding ainvestments ~~one-for-one~~and ~~basis,~~transactions ~~subject~~in towhich ~~certain~~they have ~~anti-dilution~~participated ~~adjustments.~~and ~~These~~businesses ~~adjustments~~with ~~ensure~~which ~~that~~they ~~the~~have ~~aggregate~~been ~~number~~associated, ofmay ~~Class~~not Abe ~~ordinary~~indicative ~~shares issuable upon conversion~~ of ~~all~~future ~~Founder~~performance ~~Shares will equal approximately 26%~~ of ~~the~~an ~~total~~investment ~~number of ordinary shares outstanding upon completion of~~ in the ~~Proposed Public Offering, excluding certain equity-linked securities issued in connection with a Business Combination~~Company.

~~F-12~~Information regarding ~~Table~~our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team, our advisors and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of ~~Contents~~any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team, our advisors or their respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our and our management team’s control, and our shareholders may experience losses on their investment in our securities.

~~MAYWOOD~~Because we ~~ACQUISITION~~are ~~CORP~~incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

~~NOTES~~We are TOan ~~FINANCIAL~~exempted ~~STATEMENTS~~company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

~~NOTE~~Our corporate 7affairs –will ~~STOCKHOLDER’S~~be ~~EQUITY~~governed by our Articles, the Companies Act (~~CONTINUED~~as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands.

Rights — Each Unit issued in the Proposed Public Offering includes one right, entitling the holder to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of a Business Combination. Rights will convert only upon the completion of a Business Combination and will expire worthless if the Company fails to consummate a Business Combination within the required timeframe. Holders of rights may not receive fractional shares. Instead, rights must be held in multiples of five to receive a whole Class A ordinary share, and any rights not sufficient to form a full share will expire worthless.36

The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are ~~classified~~different asfrom ~~equity~~what they would be under statutes or judicial precedent in ~~accordance~~some ~~with~~jurisdictions ~~ASC~~in ~~815~~the United States. In particular, asthe ~~they~~Cayman ~~are~~Islands ~~indexed~~has a different body of securities laws as compared to the ~~Company’s~~United ~~own~~States, ~~stock~~ and docertain ~~not~~states, ~~require~~such ~~cash~~as ~~settlement.~~Delaware, ~~The~~may ~~fair~~have ~~value~~more fully developed and judicially interpreted bodies of ~~the~~corporate ~~rights~~law. isIn ~~included~~addition, inCayman ~~the~~Islands ~~allocation~~companies ofmay ~~proceeds~~not ~~from~~have ~~the~~standing ~~Units~~to ~~issued~~initiate a shareholders derivative action in ~~the~~a ~~Proposed~~Federal ~~Public~~court ~~Offering~~of the United States.

~~NOTE~~We have 8been –advised ~~SUBSEQUENT~~by ~~EVENTS~~Conyers Dill & Pearman LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

~~The~~As a ~~Company~~result ~~evaluated~~of ~~subsequent~~all ~~events~~of ~~and~~the ~~transactions~~above, ~~that~~Public ~~occurred~~Shareholders ~~after~~may ~~the~~have ~~balance~~more ~~sheet~~difficulty ~~date~~in ~~through~~protecting ~~March,~~their ~~the~~interests ~~date~~in ~~that~~ the ~~financial~~face ~~statements~~of ~~were~~actions ~~available~~taken by ~~to be issued. Based upon this review~~management, ~~other~~members ~~than~~of ~~as described within these financial statements,~~ the ~~Company~~board ~~did~~of ~~not~~directors ~~identify~~or ~~any~~controlling ~~subsequent~~shareholders ~~events~~than ~~that~~they would ~~have~~as ~~required~~public ~~adjustment~~shareholders orof ~~disclosure~~a inUnited ~~the financial statements other than those described below~~States company.

~~The~~If our ~~registration~~initial ~~statement~~business ~~for~~combination ~~Maywood~~involves ~~Acquisition~~a ~~Corp.~~company ~~(the~~organized ~~“Company”)~~under ~~became effective on February 12, 2025. On February 14, 2025,~~ the ~~Company~~laws ~~consummated~~of the ~~IPO~~United ofStates ~~8,625,000 units~~ (~~“Units”~~or ~~and,~~any ~~with~~subdivision ~~respect to the ordinary shares included in the Units being offered, the “Public Shares”~~thereof), ~~including~~a ~~1,125,000~~U.S. federal ~~Units~~excise ~~subject~~tax tocould ~~the~~be ~~underwriters’~~imposed ~~over-allotment~~on ~~option,~~us ~~generating gross proceeds of $86,250,000, which is described~~ in ~~Note~~connection 3.with ~~Simultaneously,~~any ~~the~~redemptions ~~Company completed the sale~~ of ~~265,625~~our ~~Units~~Class ~~(the~~A ~~“Private~~Ordinary ~~Placement~~Shares ~~Units”)~~after ator ~~a price of $10.00 per Private Placement Unit~~ in aconnection ~~private~~with such ~~placement~~initial tobusiness ~~Maywood Sponsor, LLC and the underwriters, generating gross proceeds of $2,656,250~~combination.

~~F-13~~The Inflation Reduction Act of 2022 provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations after December 31, 2022 (the “stock buyback tax”), subject to certain exceptions. If applicable, the amount of the stock buyback tax is generally 1% of the aggregate fair market value of any stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. On April 9, 2024, the U.S. Department of the Treasury issued proposed regulations addressing the application of the excise tax. The proposed regulations provide certain rules upon which taxpayers are generally entitled to rely until publication of final regulations. The proposed regulations clarify that certain distributions in complete liquidation or pursuant to a resolution or plan of dissolution generally are not repurchases that would be subject to the excise tax. In addition, certain redemptions that occur in the same taxable year as a complete liquidation is completed or in which a dissolution occurs would generally be exempt from such excise tax.

As an entity incorporated as a Cayman Islands exempted company, with no subsidiaries or previous merger or acquisition activity, the stock buyback tax is currently not expected to apply to redemptions of our Class A Ordinary Shares (absent any further regulations or other additional guidance that may be issued in the future).However, in connection with an initial business combination involving a company organized under the laws of the United States (or any subdivision thereof), it is possible that we domesticate and continue as a Delaware corporation prior to certain redemptions. Because we expect that, following such a domestication, our securities would continue to trade on Nasdaq, in such a case we could be subject to the stock buyback tax with respect to any subsequent redemptions (including redemptions in connection with the initial business combination) that are treated as repurchases for this purpose. In all cases, whether and to what extent we would be subject to the stock buyback tax will depend on a number of factors, including (i) the structure of the initial business combination, including the extent to which the initial business combination involves a U.S. corporation and the extent to which we issue shares in the initial business combination or otherwise during the same taxable year that are eligible to offset any redemptions or other repurchases, (ii) the fair market value of the shares redeemed and (iii) the extent such redemptions could be treated as dividends and not as repurchases. The applicability of the stock buyback tax to us could be further affected by the content of any further regulations, clarifications or other additional guidance from the U.S. Treasury Department that may be issued and applicable to the redemptions.

Any stock buyback tax that becomes payable as a result of any redemptions of our Class A Ordinary Shares (or other shares into which such Class A Ordinary Shares may be converted) in connection with our initial business combination or otherwise would be payable by us and not by the redeeming holder. To the extent such taxes are applicable, the amount of cash available to pay redemptions or to transfer to the target business in connection with our initial business combination may be reduced, which could result in our inability to meet conditions in the agreement relating to our initial business combination related to a minimum cash requirement, if any, or otherwise result in the shareholders of the combined company (including any of our shareholders who do not exercise their redemption rights in connection with the initial business combination) to economically bear the impact of such stock buyback tax.

We may be a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

If we are a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder (as defined in the section of the IPO registration statement captioned “Taxation — United States Federal Income Tax Considerations — U.S Holders”) of our Class A Ordinary Shares, the U.S. Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend on whether we qualify for the PFIC start-up exception (see the section of the IPO registration statement captioned “Taxation — United States Federal Income Tax Considerations — U.S Holders”). Because we are a blank check company with no current active business prior to our initial business combination, and based upon the composition of our income and assets, and upon a review of our financial statements, we believe that we likely will not qualify for the start-up exception and that we have been a PFIC since our first taxable year and will likely be considered a PFIC for the foreseeable future. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any subsequent taxable year. In addition, our U.S. counsel expresses no opinion with respect to our PFIC status for any taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (the “IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.

After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.

It is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of U.S. courts predicated upon civil liabilities and criminal penalties on our directors and officers under U.S. laws.

We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A Ordinary Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Provisions in our Articles may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A Ordinary Shares and could entrench management.

Our Articles contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preference shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial loss.

Our Articles provide that the courts of the Cayman Islands will be the exclusive forums for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.

Our Articles provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our Articles or otherwise related in any way to each shareholder’s shareholding in us, including but not limited to: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders; (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our Articles; or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in our Articles will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.

Our Articles also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.

This choice of forum provision may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our Articles to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance.

Recent increases in inflation in the United States and elsewhere could make it more difficult for us to complete our initial business combination.

Recent increases in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial business combination.

Item 1B. Unresolved Staff Comments

Not applicable.

Item 1C. Cybersecurity

As a blank check company, we have no operations and therefore do not have any operations of our own that face cybersecurity threats. However, we do depend on the digital technologies of third parties, and as noted in “Item 1A. Risk Factors” of this Form 10-K, any sophisticated and deliberate attacks on, or security breaches in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. Because of our reliance on the technologies of third parties, we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel or processes of our own for this purpose. Our board of directors oversees risk for our Company, and prior to filings with the SEC, our board of directors reviews our risk factors, including the descriptions of the risks we face from cybersecurity threats, as described in “Item 1A. Risk Factors” of this Form 10-K.

Item 2. Property

We currently utilize office space at 167 Madison Ave, Suite 205 #1017, New York, NY 10016 and our telephone number is (212) 476-6908.

We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

Item 3. Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Common Equity and Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information

Our Class A Ordinary Shares, Rights and Units are listed on the Nasdaq Stock Market LLC under the symbols “IPEX”, “IPEXR and” “IPEXU,” respectively.

Holders

As of December 31, 2025, there were four holders of record of our units, two holders of record of our Class A Ordinary Shares, one holder of record of our Class B Ordinary Shares and one holder of record of our Rights. We believe we have in excess of 300 beneficial holders of our securities.

Dividends

We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Unregistered Sales

On June 1, 2024, Maywood Sponsor, LLC paid $25,000, or approximately $0.003 per share, to cover certain of our offering costs in exchange for 8,050,000 Class B Ordinary Shares. Such securities were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. On December 19, 2024, the Sponsor forfeited an aggregate of 5,031,250 Class B Ordinary Shares for no consideration, resulting in there being an aggregate of 3,018,750 Class B Ordinary Shares outstanding.

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, acted as the lead book-running manager for the IPO and Seaport Global Securities acted as joint-book-runner for the IPO. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-284082). The Securities and Exchange Commission declared the registration statement effective on February 12, 2025.

Simultaneously with the consummation of the IPO, the Company 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 Sponsor and the underwriters in the IPO. The Private Placement Units are identical to the Units sold in the IPO, subject to certain exceptions. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell any of the Private Placement Units (or underlying securities), subject to certain customary exceptions, until 30 days after the completion of the Company’s initial business combination. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

An aggregate of $86,250,000 has been deposited in the Trust Account established with Continental Stock Transfer & Trust Company acting as trustee in connection with the Initial Public Offering.

On September 9, 2025, pursuant to the Securities Transfer Agreement, the Prior Sponsor converted the 2,028,750 Class B Ordinary Shares retained by it after the Sponsor Transfer Transaction on a one-for-one basis into Class A Ordinary Shares pursuant to the terms of the Class B Ordinary Shares in reliance on Section 3(a)(9) of the Securities Act.

No underwriting discounts or commissions were paid with respect to such sales.

Use of Proceeds

On February 12, 2025, our registration statement on Form S-1 (File No. 333-284082) was declared effective by the SEC for our IPO. On February 14, 2025, the Company consummated its IPO of 8,625,000 Units, including 1,125,000 Units subject to the underwriters’ over-allotment option. Each Unit consists of one Class A Ordinary Share and one Right, each Right entitling the holder thereof to receive one-fifth of one Class A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000.

Transaction costs amounted to $5,974,093, consisting of $2,156,250 of cash underwriting fees, $3,450,000 of deferred underwriting fees payable upon the consummation of our initial business combination, and $367,789 of other offering costs.

Of the net proceeds from the IPO, Private Placement, and Sponsor Loan, $86,250,000 was deposited into the Trust Account. There has been no material change in the planned use of proceeds from our IPO as described in our final prospectus dated February 12, 2025, which was filed with the SEC.

As of December 31, 2025, after giving effect to our IPO and our operations subsequent thereto, approximately $89,330,468.24 was held in the Trust Account, $25,745 in our operating bank account and a working capital deficit of $2,079,709.

Item 6. [Reserved]

Not applicable.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes related thereto which are included in “Item 8. Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Overview

Inflection Point Acquisition Corp. V (f/k/a Maywood Acquisition Corp., the “Company”) is a blank check company incorporated on May 31, 2024 as a Cayman Islands 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 November 19, 2025, the company changed the name from Maywood Acquisition Corp. to Inflection Point Acquisition Corp. V.

As of December 31, 2025, we had not yet commenced operations. All activity since inception through December 31, 2025, relates to our formation, the IPO, and the identification and evaluation of prospective target businesses for an initial business combination. We will not generate any operating revenues until the completion of an initial business combination. We generate non-operating income in the form of interest earned on the funds held in the Trust Account. We have selected December 31 as its fiscal year end.

On September 9, 2025, the Prior Sponsor entered into a Securities Transfer Agreement with the New Sponsor, pursuant to which the Prior Sponsor sold 990,000 Class B ordinary shares and assigned the Sponsor Loan (as defined below) to the New Sponsor for an aggregate purchase price of $1,300,000 and assigned the Sponsor Loan to the New Sponsor for $500,000, for an aggregate purchase price of $1,800,000. Pursuant to the terms of the Transfer Agreement, the Prior Sponsor converted its remaining 2,028,750 Class B Ordinary Shares into Class A Ordinary Shares and agreed to vote and restrict transfer of its retained securities in support of the Company’s initial business combination and related matters.

Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into an Indemnification Agreement with the New Sponsor. Pursuant to the Indemnification Agreement, the Company agreed to indemnify and hold harmless the New Sponsor and its affiliates, officers, directors, and related parties against certain claims and losses arising from the Company’s operations, business combination activities, or the New Sponsor’s ownership of the Company’s equity interests, except for claims resulting primarily from the New Sponsor’s breach of another agreement with the Company or from its willful misconduct, gross negligence, or bad faith.

Also on September 9, 2025, in connection with the Sponsor Transfer Transaction, the Company entered into a termination agreement, pursuant to which the Company terminated the Administrative Services Agreement with the Prior Sponsor, dated February 12, 2025, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of the September 9, 2025.

On September 9, 2025, in connection with the Sponsor Transfer Transaction, the Prior Sponsor delivered to the new Sponsor resignation letters from all of the Company’s officers and directors other than Zikang Wu, the Company’s Chairman, Chief Executive Officer, and Chief Financial Officer. Pursuant to such resignations and the vote of the holder of the Company’s Class B ordinary shares, effective September 11, 2025, the Company’s board of directors consists of Zikang Wu, Michael Blitzer, William Denkin and Steven Tannenbaum and Michael Blitzer was appointed as Chairman of the Board and Chief Executive Officer, and Kevin Shannon was appointed as Chief Operating Officer. Additionally, the Company, the Prior Sponsor, the New Sponsor, and the current and former officers and directors entered into an amended and restated letter agreement to reflect the change in management of the Company.

On October 13, 2025, the Company, GOWell Technology Limited, GOWell Energy Technology, and IPCV Merger Sub Limited entered into a Business Combination Agreement pursuant to which the Company will merge with and into PubCo, with PubCo continuing as the surviving entity, and, thereafter, Merger Sub will merge with and into GOWell, with GOWell continuing as a wholly owned subsidiary of PubCo. The Business Combination Agreement and related agreements are further described in the Company’s Current Report on Form 8-K filed with the SEC on October 14, 2025. Other than as specifically discussed, this Quarterly Report does not assume the closing of the Proposed Business Combination or the transactions contemplated by the Business Combination Agreement.

On October 27, 2025, the Company filed a definitive proxy statement seeking shareholder approval of a change of the Company’s name from “Maywood Acquisition Corp.” to “Inflection Point Acquisition Corp. V” and a corresponding amendment and restatement of the Articles. The purpose of such proposals is to reflect that, following the consummation of the Sponsor Transfer Transaction, the Company is now led and backed by the management team of Inflection Point Asset Management.

On November 19, 2025, the Company held an extraordinary general meeting. At the Extraordinary General Meeting, the Company’s shareholders approved (i) a proposal to change the name of the Company from “Maywood Acquisition Corp.” to “Inflection Point Acquisition Corp. V” and (ii) a proposal that the Company’s third amended and restated memorandum and articles of association be adopted in substitution for, and to the exclusion of, the existing second amended and restated memorandum and articles of association, to reflect the change of name. Each of the proposals was described in additional detail in the Company’s definitive proxy statement, dated October 27, 2025.

In connection with such name change, the Company’s Class A Ordinary Shares, Units, and Rights began trading under the symbols “IPEX”, “IPEXU” and “IPEXR”, respectively, beginning on November 25, 2025. The CUSIP numbers of the Company’s securities did not change as a result of the name change.

Initial Public Offering and Private Placement

Our registration statement for the IPO was declared effective on February 12, 2025. On February 14, 2025, we consummated the IPO of 8,625,000 Units, including 1,125,000 Units issued pursuant to the full exercise of the Representatives’ over-allotment option, at a price of $10.00 per Unit, generating gross proceeds of $86,250,000. Each Unit consists of one Class A Ordinary Share and one Right.

Simultaneously with the closing of the IPO, we completed a private placement of 265,625 Private Placement Units to the Prior Sponsor and Representatives at a price of $10.00 per Unit, generating gross proceeds of $2,656,250. Additionally, the Prior Sponsor provided a non-interest bearing loan of $500,000 pursuant to a promissory note, which was assigned to the New Sponsor in the Sponsor Transfer Transaction.

A total of $86,250,000, comprised of proceeds from the IPO, a portion of the Private Placement, and the Sponsor Loan, was deposited into a U.S.-based Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. These funds will be used to fund redemptions of Public Shares upon the completion of a business combination or liquidation if a business combination is not completed within the required timeframe. The remaining proceeds are held outside the Trust Account and are available to fund working capital needs.

Going Concern Consideration

As of December 31, 2025, the Company had $25,745 in its operating bank account and a working capital deficit of $2,079,709. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans in pursuit of a business combination.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until August 14, 2026, to consummate a business combination. It is uncertain whether the Company will be able to consummate a business combination by this time. If a business combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to consummate the Proposed Business Combination prior to August 14, 2026. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 14, 2026.

Results of Operations

For the year ended December 31, 2025, we had a net income of $396,872, which consists interest earned on marketable securities held in the Trust Account of $3,089,290, interest income of $12,369, and forgiveness of debt of $12,502, offset by operating costs of $2,717,289.

For the period from May 31, 2024 (inception) to December 31, 2024, the Company incurred a net loss of $7,712, primarily consisting of formation and audit-related expenses.

Contractual Obligations

Administrative Services Agreement

On February 14, 2025, we entered into an agreement to pay the Prior Sponsor a monthly fee of $1,667 for office space and administrative support services. On September 9, 2025, in connection with the Sponsor Transfer Transaction, we entered into a termination agreement, pursuant to which we terminated the Administrative Services Agreement, dated February 12, 2025, with the Prior Sponsor, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder as of the September 9, 2025. Based on the termination of Administrative Services Agreement, no further administrative fees will accrue, and for the year ended December 31, 2025, $12,502 was recorded as forgiveness of debt in the accompanying consolidated statement of operations.

Sponsor Loan

In connection with the IPO, the Prior Sponsor loaned $500,000 to the Company under a non-interest bearing, non-convertible promissory note. The Sponsor Loan is expected to be repaid upon the consummation of the Company’s initial business combination. The Sponsor Loan is not convertible into any securities of the Company. In the event the Company does not complete a business combination, the Sponsor Loan will only be repaid using funds held outside of the Trust Account.

On September 9, 2025, pursuant to the Transfer Agreement, the Prior Sponsor sold and assigned the Sponsor Loan to the New Sponsor. The New Sponsor has waived any claim to repayment from the Trust Account with respect to the Sponsor Loan in the event that an initial business combination is not completed.

Deferred Underwriting Fee

The underwriters are entitled to a deferred fee of $3,450,000, which will only become payable upon the successful completion of a business combination.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could materially differ from those estimates. As of December 31, 2025, we did not have any critical accounting estimates to be disclosed.

Recent Accounting Standards

In November 2024, the FASB issued ASU Topic 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses” (“ASU 2024-03”), requiring public entities to disclose additional information about specific expense categories in the notes to the consolidated financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 8. Financial Statements and Supplementary Data

This information appears following Item 15 of this Report and is included herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the consolidated financial statements included in this Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

Management’s Report on Internal Controls Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

(1)

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

(2)

provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

(3)

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of December 31, 2025.

This Annual Report does not include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

During the quarter ended December 31, 2025, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K; and (ii) there was no information that was required to be disclosed on a Current Report on Form 8-K during such quarter that was not so disclosed.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III

Item 10. Directors and Executive Officers of the Registrant

Directors and Executive Officers

Our officers and directors are as follows:

Name	Age	Title
Michael Blitzer	48	Chairman, Chief Executive Officer and Director
Zikang Wu	33	Chief Financial Officer and Director
Kevin Shannon	30	Chief Operating Officer
William Denkin	58	Director
Steven Tannenbaum	65	Director
Carolyn Trabuco	56	Director

Michael Blitzer has served as our Chairman, Chief Executive Officer and a Director since September 2025. Additionally, he has served since October 2024 as the Chairman and CEO of Inflection Point Acquisition Corp. III (“Inflection Point III”), a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Air Water Ventures Holdings Limited on August 25, 2025. Mr. Blitzer served as President, CEO and a director of Inflection Point Acquisition Corp. IV (“Inflection Point IV”), a special purpose acquisition company, from July 2025 until the completion of its business combination with Merlin Labs, Inc. in March 2026. Mr. Blitzer served as CEO and director of Inflection Point Acquisition Corp. II (“Inflection Point II”), a special purpose acquisition company, from March 2023 until the completion of its business combination with USA Rare Earth, LLC in March 2025, and previously served as co-CEO and director of Inflection Point Acquisition Corp. (“Inflection Point I”), a special purpose acquisition company, from February 2021 until the completion of its business combination with Intuitive Machines, LLC in February 2023. He currently sits on the board of directors of Merlin, Inc. (Nasdaq: MRLN), on the board of directors and audit committee of Intuitive Machines, Inc. (Nasdaq: LUNR) and is the chair of the board of directors of USA Rare Earth, Inc. (Nasdaq: USAR). Mr. Blitzer is the founder and co-CEO of Kingstown Capital Management (“Kingstown”), which he founded in 2006 and grew to a multi-billion asset manager with some of the world’s largest endowments and foundations as clients. Over 19 years, Kingstown has invested in public and private equities, SPACs, PIPEs, and derivatives. At Kingstown, Mr. Blitzer has overseen and participated in nearly all the firm’s investment decisions including countless public and private investments in disruptive growth industries. Mr. Blitzer brings an in-depth understanding of public markets and has invested in a variety of corporate transactions such as spin-offs, rights offerings, public offerings, privatizations, and mergers & acquisitions. Mr. Blitzer began his Wall Street career at J.P. Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund Gotham Asset Management, which was founded by the author and investor Joel Greenblatt. Mr. Blitzer taught courses in Investing at Columbia Business School for five years in the 2010s. He holds an M.B.A. from Columbia Business School and a B.S. from Cornell University where he received the Cornell Tradition Fellowship. Mr. Blitzer is a trustee of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee. We believe Mr. Blitzer is qualified to serve on our board of directors due to his extensive investment, financial, managerial and oversight experience as an investor and board member.

Zikang Wu, our Chief Financial Officer and a Director, previously served as our Chairman and Chief Executive Officer from May 2024 until the completion of the Sponsor Transfer Transaction. He is the founder and president of First Cover, Inc., a New York-based risk, compliance, and corporate services provider formed in April 2021. At First Cover, Mr. Wu has advised numerous publicly traded companies, emphasizing his expertise in public company listings, particularly within the SPAC sector. From June 2023 to December 2023, Mr. Wu served as Chief Executive Officer, Chief Financial Officer, and Chairman of Healthcare AI Acquisition Corp., a SPAC that has entered into a business combination agreement with Leading Group Limited, a provider of insurance products in the People’s Republic of China. Additionally, Mr. Wu is the Chief Executive Officer of Tigerless Health, Inc., a US direct-to-consumer Insurtech company that he founded in September 2018. Mr. Wu holds a Bachelor’s degree in accounting and finance from Lehigh University. We believe that Mr. Wu is well qualified to serve on the board of directors due to his experience in the SPAC industry and his relationships and contacts.

Kevin Shannon has served as our Chief Operating Officer since September 2025. Additionally, he has served as the COO of Inflection Point III since November 2024 and as the COO of Inflection Point IV from July 2025 to March 2026. He served as Chief of Staff of Inflection Point II from March 2023 to March 2025 and previously served as Chief of Staff of Inflection Point I from March 2021 to February 2023. In his role as Chief of Staff for Inflection Point II and Inflection Point I, Mr. Shannon was an active participant in all target search, negotiation, and due diligence workstreams. Mr. Shannon is a founder and partner of Inflection Point Asset Management, which he co-founded with Michael Blitzer in 2024. Inflection Point Asset Management invests in concentrated SPAC sponsor and PIPE positions, primarily focused on backing the Inflection Point franchise of SPACs. Mr. Shannon also currently serves as Capital Markets Advisor for Intuitive Machines, Inc and as Special Advisor to USA Rare Earth, Inc. Prior to Inflection Point Asset Management, Mr. Shannon was a Principal at The Venture Collective from April of 2023 to March of 2024 helping to source and diligence later stage investments for the venture capital firm. Before that, Mr. Shannon was a Senior Analyst at Kingstown from March of 2021 to March of 2023. Mr. Shannon began his career in Equity Capital Markets at Bank of America, spending time working across the Technology, Industrials, Equity-Linked, and SPAC teams within ECM. Mr. Shannon holds a B.A. from Colgate University.

William Denkin has served as our Director since September 2025. Additionally, he currently serves on the board of directors of Inflection Point III. Since April 2019, Mr. Denkin has been retired and managing his personal investments. Mr. Denkin served as Managing Director at Cowen and Company from April 2016 to April 2019. Prior to that, he served as Managing Director at CRT Capital Group (f/k/a Credit Research Trading) from June 1994 to April 2016. Mr. Denkin began his career as a trader at Shearson Lehman in 1989, where worked until 1991. He holds an M.B.A. from Columbia Business School and a B.S. in Economics from Colgate University. We believe Mr. Denkin is qualified to serve on our board of directors due to his extensive investment, trading and financial services experience.

Steven Tannenbaum has served as our Director since September 2025. Additionally, he serves as the President of Greenwood Investments, Inc., the general partner of several investment partnerships focusing on investments in public and private equities and development of commercial real estate since 1995. Mr. Tannenbaum began his career as an energy futures contract trader and member of the New York Mercantile Exchange in 1984. Subsequently from 1987 to 1993 he managed physical oil and oil futures trading activities for Astroline Corporation and Tricon, USA. Mr. Tannenbaum received a Bachelor of Science degree in Business Administration from the School of Management at Boston University in 1981. We believe Mr. Tannenbaum is qualified to serve on our board of directors due to his extensive investment and managerial experience.

Carolyn Trabuco has served as our Director since January 2026. Additionally, she has been serving as Founder and CEO of Thistledown Advisory Group, LLC, a USA-based strategic advisory and consulting firm. She also serves as a member of the board of directors of Merlin, Inc. (Nasdaq: MRLN), on which she has served since it went public in March 2026, as a member of the board of directors of USA Rare Earth, Inc. (Nasdaq:USAR), on which she has served since it went public in March 2025, and on the board of directors of Athena Technology Acquisition Corp. II (Nasdaq:ATEK) since November 2024. Prior to this, Ms. Trabuco previously served as an independent board member of Shimmick Corporation (Nasdaq:SHIM) from November 2023 to June 2025, as an independent director at Azul Brazilian Airlines (NYSE:AZUL), a commercial passenger airline she co-founded, from 2007 until April 2025, where she served as Compensation Committee Chair and member of the ESG Committee, as the lead independent director and audit committee member of Critical Metals Corp. (Nasdaq:CRML) from November 2022 to December 2024, and as a director at Sizzle Acquisition Corp. (Nasdaq:SZZL) from 2022-23. From 2009-2014, Ms. Trabuco was a portfolio manager and senior advisor at Astenbeck Capital Markets/Phibro Energy Trading LLC, with responsibility for investing in global resources and energy equities. Prior to that, Ms. Trabuco was a portfolio manager and senior equity research analyst at Pequot Capital Management where she established the firm’s investment presence in global metals, mining and steel and in Brazil. Ms. Trabuco began her investment career in Equity Research at Fidelity Investments and later at the Wall Street firms Lehman Brothers, Montgomery Securities and First Union Capital Markets. She is also an adjunct professor of finance at Sacred Heart University. Ms. Trabuco graduated from Georgetown University with a B.A. in Art History and an M.P.A. from Sacred Heart University in Public Administration. She holds certificates in Corporate Sustainability from Yale School of Management and in Compensation Committees from Harvard Business School.

Number and terms of office of officers and directors

Our board of directors consists of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial business combination, only holders of our Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of our Public Shares will not be entitled to vote on such matters during such time. These provisions of our amended and restated memorandum and articles of association relating to these rights of holders of Class B Ordinary Shares may be amended by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of our initial business combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, which consists of Steven Tannenbaum, will expire at our first annual general meeting. The term of office of the second class of directors, which consists of William Denkin and Carolyn Trabuco, will expire at the second annual general meeting. The term of office of the third class of directors, which consists of Michael Blitzer and Zikang Wu will expire at the third annual general meeting.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

Committees of the Board of Directors

Our board of directors has established two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that was approved by our board and has the composition and responsibilities described below.

Audit Committee

Our board of directors has established an audit committee of the board of directors. William Denkin, Steven Tannenbaum and Carolyn Trabuco, each an independent director, serve as the members of our audit committee. William Denkin serves as the chairperson of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent.

Each member of the audit committee is financially literate and our board of directors has determined that Willam Denkin qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

●

assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

●

pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;

●

setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered pubic accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

●

meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

●

reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

Our board of directors has established a compensation committee of our board of directors, all of whom are independent. The members of our compensation committee are Steven Tannenbaum, William Denkin and Carolyn Trabuco. Steven Tannenbaum serves as the chairperson of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer’s compensation, evaluating our chief executive officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our chief executive officer’s based on such evaluation;

●

reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers;

●

reviewing our executive compensation policies and plans;

●

implementing and administering our incentive compensation equity-based remuneration plans;

●

assisting management in complying with our proxy statement and annual report disclosure requirements;

●

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

●

producing a report on executive compensation to be included in our annual proxy statement; and

●

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Clawback Policy

We have adopted a compensation recovery policy that is compliant with Nasdaq listing rules as required by the Dodd-Frank Act.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are William Denkin, Steven Tannenbaum and Carolyn Trabuco. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to our board of directors should follow the procedures set forth in our amended and restated memorandum and articles of association.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our board of directors.

Code of Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. You will be able to review this document by accessing our public filings at the SEC’s website at www.sec.gov. In addition, a copy of the Code of Ethics and the charters of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Annual Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale, and other dispositions of the Company’s securities by directors, officers and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations (the “Insider Trading Policy”). It is also the policy of the Company to comply with all applicable securities laws when transacting in its own securities. A copy of our Insider Trading Policy is attached as Exhibit 19.1 to this Annual Report.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

●

duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

●

duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

●

duty to not improperly fetter the exercise of future discretion;

●

duty to exercise authority for the purpose for which it is conferred and a duty to exercise powers fairly as between different sections of shareholders;

●

duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

●

duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the Articles or alternatively by shareholder approval at general meetings. Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. The Articles provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to enter into an initial business combination Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

Individual	Entity	Entity’s Business	Affiliation
Michael Blitzer	Kingstown Capital Management, L.P.	Asset management	Founder and Co-Chief Investment Officer
	Kingstown Capital Partners, LLC	Asset management	Managing Member
	Kingstown Management GP LLC	Asset management	Managing Member
	Kingstown Partners Master Ltd, Kingstown Partners II, L.P., Kingstown 1740 Fund, LP and Kingfishers L.P.	Investment Funds	Funds managed by Kingstown Capital Management, LP and Kingstown Management GP LLC
	Inflection Point Asset Management LLC	Asset management	Director and Chief Investment Officer
	Inflection Point GP I LLC	Asset management	Manager and Member
	Inflection Point Fund I LP	Investment Fund	Fund managed by Inflection Point Asset Management LLC and Inflection Point GP I LLC
	Inflection Point Acquisition Corp. III	Special purpose acquisition company	Chairman and Chief Executive Officer
	Merlin, Inc.	Aerospace Defense and Technology	Director
	Intuitive Machines, Inc.	Space exploration, infrastructure and services	Director
	Inflection Point Acquisition Corp. VI	Special purpose acquisition company	Chairman and Chief Executive Officer
	USA Rare Earth, Inc.	Manufacturing	Chairman
Zikang Wu	First Cover, Inc.	Professional Services	Chief Executive Officer
	Tigerless Health, Inc.	Insurance	Director
Kevin Shannon	USA Rare Earth, Inc.	Manufacturing	Special Advisor
	Inflection Point Asset Management LLC	Asset management	Director and Portfolio Manager
	Inflection Point Fund I LP	Investment Fund	Fund managed by Inflection Point Asset Management LLC and Inflection Point GP I LLC
	Inflection Point Acquisition Corp. III	Special purpose acquisition company	Chief Operating Officer
	Inflection Point Acquisition Corp. VI	Special purpose acquisition company	Chief Operating Officer
William Denkin	Inflection Point Acquisition Corp. III	Special purpose acquisition company	Director
Steven Tannenbaum	Greenwood Investments	Investment Funds	President
Carolyn Trabuco	Thistledown Advisory Group, LLC	Advisory and Consultancy	Founder and Chief Executive Officer
	USA Rare Earth, Inc.	Manufacturing	Director
	Athena Acquisition Corp. II	Special purpose acquisition company	Director
	Merlin, Inc.	Aerospace Defense and Technology	Director

Limitation on Liability and Indemnification of Officers and Directors

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our Articles provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We have purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors. We have also entered into indemnification agreements with each of our current and former officers and directors.

We have also entered into an indemnification agreement with the New Sponsor. Pursuant to such indemnification agreement, we will indemnify, exonerate and hold harmless the New Sponsor and its shareholders, members, directors, managers, officers, control persons, affiliates, agents, advisors, consultants and representatives (together with the New Sponsor, the “Indemnified Persons”) from and against any and all claims, losses, liabilities, obligations, judgments, settlements, fees, costs, expenses, and the like, arising out of or relating to any pending or threatened claim, action, suit, proceeding, or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relates to our operations or conduct of its business, a business combination, the New Sponsor’s ownership of our equity interests, and/or any claim against an Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of the Company, or any express or implied association with the Company or any of its affiliates. The Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Indemnified Person of any other agreement between such Indemnified Person and the Company, or (b) the willful misconduct, gross negligence or bad faith of such Indemnified Person.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination.

Our indemnification obligations may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Item 11. Executive Compensation

Executive Compensation

No executive officer has received any cash compensation for services rendered to us. From February 12, 2025, through September 9, 2025, we paid the Prior Sponsor an aggregate fee of $1,667 per month for providing us with office space and certain office and secretarial services (the “Monthly Administrative Fees”). On September 9, 2025, we entered into the Administrative Services Termination Agreement with the Prior Sponsor and the Prior Sponsor forgave and fully discharged all outstanding fees under the Administrative Services Agreement.

In connection with the Proposed Business Combination, prior to the completion of the Second Merger, GOWell will issue an aggregate of 4,481,250 ordinary shares of GOWell subject to vesting, forfeiture or other restrictions (the “GOWell Restricted Shares”) to certain of our officers and directors for services rendered to PubCo. The GOWell Restricted Shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, our Chairman and Chief Executive Officer, 1,105,312 shares to Kevin Shannon, our Chief Operating Officer, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, our independent directors.

Additionally, the Sponsors and our officers and directors will be entitled to certain payments upon the completion of our initial business combination, including, but not limited to, reimbursement 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. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or our or their affiliates.

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, our 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.

After our initial business combination, members of our management team who remain with us may be paid consulting, management, or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials furnished to our shareholders. The amount of such compensation may not be known at the time of a shareholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K, as required by the SEC.

Since our formation, we have not granted any stock options or stock appreciation rights or any other awards under long-term incentive plans to any of our executive officers or directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and related Shareholder Matters

The following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of the date of this Annual Report by:

	●	each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

	●	each of our officers and directors; and

●

all of our officers and directors as a group.

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares beneficially owned by them. The following table does not reflect record of beneficial ownership of the shares underlying the Rights included in the Units offered in the IPO or the Private Placement Units as these Rights are not convertible within 60 days of the date hereof.

	Class A Ordinary Shares					Class B Ordinary Shares⁽²⁾					Approximate
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned		Approximate Percentage of Class			Percentage of Outstanding Ordinary Shares
Directors and Executive Officers
Michael Blitzer⁽³⁾		–		0.0	%		–		0.0	%		0.0	%
Kevin Shannon		–		0.0	%		–		0.0	%		0.0	%
Zikang Wu		–		0.0	%		–		0.0	%		0.0	%
William Denkin		–		0.0	%		–		0.0	%		0.0	%
Steven Tannenbaum		–		0.0	%		–		0.0	%		0.0	%
Carolyn Trabuco		–		0.0	%		–		0.0	%		0.0	%
All executive officers and directors as a group (six individuals)		–		0.0	%		–		0.0	%		0.0	%

Five Percent Holders
Maywood Sponsor, LLC⁽⁴⁾		2,153,750		19.7	%		–		0.0	%		18.1	%
Inflection Point Fund I LP⁽³⁾		–		0.0	%		990,000		100.0	%		8.3	%
Linden Capital L.P.⁽⁵⁾		840,772		7.7	%		–		0.0	%		7.1	%
Karpus Management, Inc.⁽⁶⁾		1,016,543		9.3	%		–		0.0	%		8.5	%
W. R. Berkley Corporation⁽⁷⁾		757,946		6.9	%		–		0.0	%		6.4	%

(1)

Unless otherwise noted, the business address of each of the following is c/o Inflection Point Acquisition Corp. V, 167 Madison Ave, Suite 205 #1017, New York, NY 10016.

(2)

Interests shown consist solely of founder shares, classified as Class B Ordinary Shares. Such shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial business combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment.

(3)

Inflection Point Fund I LP, the New Sponsor, is the record holder of such shares. Inflection Point GP I LLC (“IPG”) is the general partner of the New Sponsor. Michael Blitzer is the Chief Investment Officer of the New Sponsor and sole managing member of IPG. Each of IPG and Mr. Blitzer disclaim beneficial ownership of the shares held by the New Sponsor, except to the extent of their pecuniary interest therein.

(4)

Maywood Sponsor, LLC, our Prior Sponsor, is the record holder of such shares. Maywood Master, LLC is the managing member of the Prior Sponsor. Accordingly, it may be deemed to have or share beneficial ownership of the Class B Ordinary Shares held directly by the Prior Sponsor.

(5)

Relates to Class A Ordinary Shares held for the account of Linden Capital LP (“Linden Capital”) and one or more separately managed accounts (the “Managed Accounts”). Linden GP LLC (“Linden GP”) is the general partner of Linden Capital and, in such capacity, may be deemed to beneficially own the Class A Ordinary Shares held by Linden Capital. Linden Advisors LP (“Linden Advisors”) is the investment manager of Linden Capital and trading advisor or investment advisor for the Managed Accounts. Mr. Siu Min (Joe) Wong is the principal owner and controlling person of Linden Advisors and Linden GP. In such capacities, Linden Advisors and Mr. Wong may each be deemed to beneficially own the Shares held by Linden Capital and the Managed Accounts. The principal business address for Linden Capital is Victoria Place, 31 Victoria Street, Hamilton HM10, Bermuda. The principal business address for each of Linden Advisors, Linden GP and Mr. Wong is 590 Madison Avenue, 32^nd Floor, New York, New York 10022. Information derived from Amendment No. 1 to Schedule 13G filed on February 12, 2026.

(6)

Relates to Class A Ordinary Shares owned directly by accounts managed by Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus”). Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”), which is listed on the London Stock Exchange. However, in accordance with SEC Release No. 34-39538 (January 12, 1998), effective informational barriers have been established between Karpus and CLIG such that voting and investment power over the subject securities is exercised by Karpus independently of CLIG, and, accordingly, attribution of beneficial ownership is not required between Karpus and CLIG. The principal business address of Karpus is 183 Sully’s Trail, Pittsford, NY 14534. Information derived from Amendment No. 2 to Schedule 13G filed by Karpus on February 13, 2026.

(7)

Relates to Class A Ordinary Shares held by W. R. Berkley Corporation and Berkley Insurance Company (collectively, “Berkley”). The principal business address of Berkley is 475 Steamboat Road, Greenwich, CT 06830. Information derived from Schedule 13G filed by Berkley on November 7, 2025.

Our Sponsors and Representatives have agreed, subject to applicable securities laws, (A) to vote any shares owned by them in favor of any proposed business combination, (B) not to redeem any Founder Shares or Class A Ordinary Shares underlying the Private Placement Units in connection with a shareholder vote to approve a proposed initial business combination and (C) to waive liquidation rights with respect to their Founder Shares and Class A Ordinary Shares underlying the Private Placement Units.

Our Sponsors and their controlling individuals and our executive officers are deemed to be our “promoters” as such term is defined under the federal securities laws.

Equity Compensation Plans

As of December 31, 2025, we had no compensation plans (including individual compensation arrangements) under which equity securities of the Company were authorized for issuance.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Founder Shares

On June 1, 2024, the Prior Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering and formation costs in exchange for 8,050,000 Founder Shares. On December 19, 2024, the Prior Sponsor forfeited an aggregate of 5,031,250 Founder Shares for no consideration, resulting in there being an aggregate of 3,018,750 Founder Shares outstanding, with up to 393,750 Founder Shares subject to surrender and forfeiture depending on the extent to which the Representatives’ over-allotment option is exercised. On February 14, 2025, simultaneously with the closing of the IPO, the Representatives fully exercised their over-allotment option, and accordingly, the 393,750 Founder Shares are no longer subject to surrender and forfeiture. The number of Founder Shares outstanding was determined based on the expectation that such Founder Shares would represent approximately 26% of the issued and outstanding shares after the IPO.

On September 9, 2025, the Prior Sponsor entered into the Securities Transfer Agreement with the New Sponsor, pursuant to which the Prior Sponsor sold, and the New Sponsor purchased, an aggregate of 990,000 Founder Shares. Simultaneously with the sale by the Prior Sponsor of such Founder Shares, the Prior Sponsor converted the 2,028,750 Founder Shares retained by it on a one-for-one basis into Class A Ordinary Shares pursuant to the terms of the Class B Ordinary Shares in reliance on Section 3(a)(9) of the Securities Act, pursuant to which no commission or other renumeration was paid or given directly or indirectly for soliciting such exchange.

In connection with the Sponsor Transfer Transaction, the Prior Sponsor delivered executed resignation letters of each of the Company’s officers and directors (other than Zikang Wu, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer) to the New Sponsor. As a result and pursuant to the resignation letters, the Company’s existing officers and directors, other than Zikang Wu (in his capacities as Chief Financial Officer and director), were replaced with the persons indicated in “Item 10—Directors and Executive Officers of the Registrant” of this Annual Report. In connection with the appointments of the new officers and directors, the Company and each of the new officers and directors entered into a new form of Indemnification Agreement, a joinder to the Registration Rights Agreement, and the A&R Letter Agreement.

Pursuant to the A&R Letter Agreement, each of the Sponsors, and our directors and officers have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares or Class A Ordinary Shares issuable upon conversion thereof until the earliest of (i) one year after the completion of a business combination or earlier if, subsequent to a business combination, the closing price of the Class A Ordinary Shares (or shares of common equity of the combined company) equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any consecutive 30-trading day period commencing at least 150 days after the business combination and (ii) subsequent to a business combination, the date on which we consummate a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Public Shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property. Upon the consummation of an initial business combination, such lock-up may be superseded and replaced by a lock-up entered into with the target business.

Private Placement of Units

Simultaneously with the closing of the IPO, the Prior Sponsor and the Representatives purchased 265,625 Units in a private placement at a price of $10.00 per Unit, or $2,656,250 in the aggregate.

The Private Placement Units purchased in the private placement may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until thirty (30) days after the completion of a business combination. Upon the consummation of an initial business combination, such lock-up may be superseded and replaced by a lock-up entered into with the target business.

Working Capital Loans

On February 12, 2025, we issued the Sponsor Loan in the form of an unsecured promissory note to the Prior Sponsor, pursuant to which we borrowed an aggregate principal amount of $500,000. On September 9, 2025, in connection with the Sponsor Transfer Transaction, pursuant to the Securities Transfer Agreement, the Prior Sponsor assigned its rights and obligations under the Sponsor Loan to the New Sponsor. On January 7, 2026, the Company and the Sponsor entered into an amendment to the Promissory Note, which increased the aggregate principal amount of the Promissory Note to $700,000 to reflect a $200,000 advance made by the New Sponsor to us for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 loan, only upon the closing of our initial business combination and, with respect to the additional $200,000 loan, upon the earlier of the closing of our initial business combination and its liquidation. We may not prepay the Promissory Note.

In addition, in order to finance transaction costs in connection with the business combination, the New Sponsor or certain of our officers and directors may, but are not obligated to, provide us with working capital loans (the “Working Capital Loans”). If we complete an initial business combination, we would repay any such Working Capital Loans out of the proceeds of the Trust Account released to us, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into Private Placement Units at a price of $10.00 per Unit. Such units would be identical to the Private Placement Units sold in the private placement consummated simultaneously with the IPO. In the event that we do not consummate an initial business combination during the completion window, and we liquidate and wind up, we may use a portion of proceeds held outside the Trust Account to repay any such Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of the date of this Annual Report, we had no outstanding borrowings under Working Capital Loans.

Administrative Services Agreement

The Administrative Services Agreement required us to pay the Prior Sponsor a total of $1,667 per month for office space, utilities and secretarial and administrative services, commencing on February 12, 2025, and extending through the earlier of the consummation of our initial business combination and our liquidation. On September 9, 2025, the Company and the Prior Sponsor entered into the termination agreement (the “Termination Agreement”), pursuant to which the Company terminated the Administrative Services Agreement, and the Prior Sponsor forgave and fully discharged all outstanding fees thereunder.

Sponsor Indemnification Agreement

On September 9, 2025, in connection with the Sponsor Transfer Transaction, we and the New Sponsor entered into an indemnification agreement (the “Sponsor Indemnification Agreement”), pursuant to which we will indemnify, exonerate and hold harmless the New Sponsor and its shareholders, members, directors, managers, officers, control persons, affiliates, agents, advisors, consultants and representatives (each, an “Indemnified Person”) from and against any and all claims, losses, liabilities, obligations, judgments, settlements, fees, costs, expenses, and the like, arising out of or relating to any pending or threatened claim, action, suit, proceeding, or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relates to our operations or conduct of its business, our initial business combination, the New Sponsor’s ownership of equity interests of the Company, and/or any claim against an Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of the Company, or any express or implied association with us or any of our affiliates. The Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Indemnified Person of any other agreement between such Indemnified Person and the Company, or (b) the willful misconduct, gross negligence or bad faith of such Indemnified Person.

Agreements Related to the Business Combination

Business Combination Agreement

On October 13, 2025, the Company, GOWell Technology Limited, a Cayman Islands exempted company, GOWell Energy Technology, a Cayman Islands exempted company, and IPCV Merger Sub Limited, a Cayman Islands exempted company, entered into the Business Combination Agreement (as amended on December 22, 2205 by Amendment No. 1 to the Business Combination Agreement). Pursuant to terms of the Business Combination Agreement and subject to the terms and conditions set forth therein: (a) the Company 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, and (b) at least one Business Day after the First Merger, Merger Sub will merge with and into the Company, as a result of which the separate corporate existence of Merger Sub will cease and the Company will continue as the surviving company and a wholly owned direct subsidiary of PubCo.

The closing of the Proposed Business Combination is subject to required approval by the Company’s shareholders, GOWell’s shareholders, and the fulfilment of certain other terms and conditions set forth in the Business Combination Agreement.

Company Support Agreement

Concurrently with the execution of the Business Combination Agreement, on October 13, 2025, Hegro Well PTE. Ltd., a private company organized and existing under the laws of Singapore (“Parent”), who is the holder of record and the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of 100% of the issued and outstanding ordinary shares of GOWell (the “Company Ordinary Shares”), entered into a support agreement with the Company, GOWell and PubCo (the “Company Support Agreement”), pursuant to which Parent has agreed to (a) vote the Company Ordinary Shares held by Parent (together with any other equity securities thereafter acquired by Parent, the “Company Subject Securities”) in favor of the Business Combination Agreement and the transactions contemplated thereby, (b) be bound by certain other covenants and agreements related to the Transactions, (c) be bound by certain transfer restrictions with respect to the Company Subject Securities and (d) waive its dissenter rights under Section 238 of the Cayman Islands Company Act (as revised) (the “Cayman Act”) and any other similar statute. The Company Support Agreement expires upon the earlier of the effective time of the Second Merger and the termination of the Business Combination Agreement.

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, on October 13, 2025, we entered into a support agreement with the Sponsors, Representatives, GOWell and PubCo (the “SPAC Holders Support Agreement”). Pursuant to the SPAC Holders Support Agreement, each of the Sponsors and Representatives (collectively, the “SPAC Holders”, and the Company’s securities held by the SPAC Holders, collectively, the “Sponsor Subject Securities”), agreed to, among other things, (a) vote any Ordinary Shares held by such SPAC Holder, as applicable, in favor of the Shareholder Approval Matters (as defined therein) at any meeting of the shareholders to be called for approval of the Transactions (b) waive its anti-dilution rights under the Articles, (c) waive its dissenter rights under Section 238 of the Cayman Act and any other similar statute, (d) be bound by certain other covenants and agreements related to the Transactions, including, among other things, to not exercise their redemption rights with respect to any Ordinary Shares held by them, to not modify or amend any contract between the applicable SPAC Holder and the Company and take all actions as reasonably necessary to consummate the transactions contemplated by the Business Combination Agreement, and (e) be bound by certain transfer restrictions with respect to the Sponsor Subject Securities, 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 SPAC Holders has agreed irrevocably to waive its redemption rights in connection with the consummation of the Transactions with respect to any Sponsor Subject Securities they may hold. The SPAC Holders Support Agreement expires upon the earlier of the effective time of the First Merger and the termination of the Business Combination Agreement.

Director Independence

Nasdaq rules require that a majority of our board of directors be independent within one year of the IPO. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). Our board of directors have determined that William Denkin, Steven Tannenbaum and Carolyn Trabuco are “independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors have had and will have regularly scheduled meetings at which only independent directors are present.

Item 14. Principal Accounting Fees and Services.

The firm of Bush & Associates CPA, LLC, acts as our independent registered public accounting firm. The following is a summary of fees paid to Bush & Associates for services rendered.

Audit Fees. During the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $15,000 and $25,000, respectively, for the services Bush & Associates performed in connection with our Initial Public Offering, quarterly filings and the audit of our December 31, 2025 and 2024, consolidated financial statements included in this Annual Report o.

Audit-Related Fees. During the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were $0, for services related to the issuance of consents.

Tax Fees. During the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were $0 for services related to tax compliance, tax advice and tax planning.

All Other Fees. During the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, our independent registered public accounting firms fees were $0, for services related to other services and permitted due diligence services related to potential business combination.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

PART IV

Item 15. Exhibits, Financial Statements, and Schedules

(a)	The following documents are filed as part of this Form 10-K:

(1)	Financial Statements:

	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 6797)	F-2
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-3
Consolidated Statements of Operations for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024	F-4
Consolidated Statements of Changes in Shareholders’ (Deficit) Equity for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024	F-5
Consolidated Statements of Cash Flows for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024	F-6
Notes to Consolidated Financial Statements	F-7 to F-16

(2)	Consolidated Financial Statement Schedules:

None.

(3)

Exhibits

The exhibits listed in the Exhibit Index below are filed or incorporated by reference as part of this Annual Report on Form 10-K.

Exhibit No.		Description
1.1		Underwriting Agreement, dated February 12, 2025, by and among Maywood Acquisition Corp., Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Seaport Global Securities LLC (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025).
2.1		Business Combination Agreement, dated as of October 13, 2025, by and among Maywood Acquisition Corp., GOWell Technology Limited, IPCV Merger Sub Limited and GOWell Energy Technology (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on October 14, 2025).
2.2		Amendment to Business Combination Agreement, dated as of December 22, 2025, by and between Inflection Point Acquisition Corp. V and GOWell Technology Limited (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on December 22, 2025).
3.1		Third Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on November 21, 2025).
4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-284082), filed with the SEC on January 23, 2025).
4.2		Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-284082), filed with the SEC on January 23, 2025).
4.3		Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-284082), filed with the SEC on January 23, 2025).
4.4		Rights Agreement, dated February 12, 2025, by and between Maywood Acquisition Corp. and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025).
4.5		Description of the Registrant’s Securities (incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K (File No. 001-42518), filed with the SEC on April 15, 2025).
10.1		Investment Management Trust Agreement, dated February 12, 2025, by and between Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V) and the Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025).
10.2		Registration Rights Agreement, dated February 12, 2025, by and among Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, Seaport Global Securities LLC and the holders signatory thereto (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025).
10.3		Administrative Services Agreement, dated February 12, 2025, by and between Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V) and Maywood Sponsor LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025).

10.4		Form of D&O Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025).
10.5		Promissory Note, dated February 12, 2025, issued by Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V) to Maywood Sponsor, LLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025).
10.6		Private Placement Units Purchase Agreement, dated February 12, 2025, by and between Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V) and Maywood Sponsor LLC (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025).
10.7		Private Placement Units Purchase Agreement, dated February 12, 2025, by and between Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V), Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC and Seaport Global Securities LLC (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on February 14, 2025).
10.8		Indemnification Agreement, dated as of September 9, 2025, by and between Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V) and Inflection Point Fund I LP (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on September 12, 2025).
10.9		Termination of the Administrative Services Agreement, dated September 9, 2025, by and between Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V) and Maywood Sponsor LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on September 12, 2025).
10.10		Amended and Restated Letter Agreement, dated September 9, 2025, by and among Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V), Maywood Sponsor LLC, Inflection Point Fund I LP, and each of the Company’s current and former directors and officers (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on September 12, 2025).
10.11		Company Support Agreement, dated as of October 13, 2025, by and among GOWell Technology Limited, Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V), GOWell Technology Limited and HegroWell PTE. Ltd. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on October 14, 2025).
10.12		SPAC Holder Support Agreement, dated as of October 13, 2025, by and among Maywood Acquisition Corp. (now known as Inflection Point Acquisition Corp. V), Inflection Point Fund I, LP, Maywood Sponsor, LLC, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, Seaport Global Securities LLC, GOWell Technology Limited and GOWell Energy Technology (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on October 14, 2025).
10.13		Amendment to Promissory Note, dated as of January 7, 2026, by and between Inflection Point Acquisition Corp. V and Inflection Point Fund I LP (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-42518), filed with the SEC on January 9, 2026).
14.1		Code of Ethics (incorporated by reference to Exhibit 14.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-284082), filed with the SEC on January 23, 2025).
19.1		Insider Trading Policy (incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K (File No. 001-42518), filed with the SEC on April 15, 2025).
31.1*		Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial and Accounting Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97		Clawback Policy (incorporated by reference to Exhibit 97 to the Registrant’s Annual Report on Form 10-K (File No. 001-42518), filed with the SEC on April 15, 2025).
99.1		Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registrant’s Registration Statement on Form S-1 (File No. 333-284082), filed with the SEC on January 23, 2025).
99.2		Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to the Registrant’s Registration Statement on Form S-1 (File No. 333-284082), filed with the SEC on January 23, 2025).
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101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
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Filed herewith.

Furnished herewith.

Item 16. Form 10-K Summary

None.

SIGNATURES

Pursuant to the requirements of the Section 13 or 15 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 23rd day of March, 2026.

	INFLECTION POINT ACQUISITION CORP. V

	By:	/s/ Michael Blitzer
		Michael Blitzer
		President and Chief Executive Officer

In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Name	Position	Date

/s/ Michael Blitzer	Chief Executive Officer and Chairman	March 23, 2026
Michael Blitzer	(Principal Executive Officer)

/s/ Zikang Wu	Chief Financial Officer and Director	March 23, 2026
Zikang Wu	(Principal Financial and Accounting Officer)

/s/ Kevin Shannon	Chief Operating Officer	March 23, 2026
Kevin Shannon

/s/ Steven Tannenbaum	Director	March 23, 2026
Steven Tannenbaum

/s/ William Denkin	Director	March 23, 2026
William Denkin

/s/ Carolyn Trabuco	Director	March 23, 2026
Carolyn Trabuco

INFLECTION POINT ACQUISITION CORP. V(F/K/A MAYWOOD ACQUISITION CORP.)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 6797)	F-2
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2025 and 2024	F-3
Consolidated Statements of Operations for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024	F-4
Consolidated Statements of Changes in Shareholders’ (Deficit) Equity for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024	F-5
Consolidated Statements of Cash Flows for the year ended December 31, 2025 and for the period from May 31, 2024 (Inception) through December 31, 2024	F-6
Notes to Consolidated Financial Statements	F-7 to F-16

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Inflection Point Acquisition Corp. V

OPINION ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated balance sheets of Inflection Point Acquisition Corp. V (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of operations and comprehensive loss, shareholders’(deficit) equity and cash flows for the year ended December 31, 2025, and for the period from May 31, 2024 (inception) through December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the year ended December 31, 2025 and for the period from May 31, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

SUBSTANTIAL DOUBT ABOUT THE COMPANY’S ABILITY TO CONTINUE AS GOING CONCERN

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