Home/Filings/8-K/0001213900-25-124634
8-K//Current report

Inflection Point Acquisition Corp. V 8-K

Accession 0001213900-25-124634

$IPEXCIK 0002028355operating

Filed

Dec 21, 7:00 PM ET

Accepted

Dec 22, 5:00 PM ET

Size

274.4 KB

Accession

0001213900-25-124634

Research Summary

AI-generated summary of this filing

Updated

Inflection Point Acquisition Corp. V Amends Business Combination Agreement

What Happened

  • Inflection Point Acquisition Corp. V (IPEX) announced on December 22, 2025 that it and GOWell Technology Limited entered into an Amendment to the Business Combination Agreement dated October 13, 2025.
  • The Amendment clarifies the number of PubCo Series A Investor Warrants to be issued upon conversion of the Company Warrants at the Second Merger Effective Time. The Amendment is filed as Exhibit 2.1 to the 8-K.

Key Details

  • Original Business Combination Agreement between the SPAC (Inflection Point Acquisition Corp. V) and GOWell Technology Limited was entered October 13, 2025.
  • Amendment executed December 22, 2025 to clarify warrant conversion mechanics (specifically PubCo Series A Investor Warrants issued upon conversion of Company Warrants).
  • Parties named include Inflection Point Acquisition Corp. V, GOWell Technology Limited, GOWell Energy Technology, and IPCV Merger Sub Limited.
  • The SPAC and GOWell intend to file a registration statement containing a preliminary proxy statement/prospectus and, after effectiveness, will mail a definitive proxy/prospectus to shareholders for a vote on the proposed business combination.

Why It Matters

  • Clarifying how many warrants will be issued on conversion affects potential dilution and the post‑deal capital structure — details important to current shareholders and prospective investors.
  • The Amendment is procedural but material to the terms of the merger; investors should review the forthcoming proxy statement/prospectus for the full economic impact and voting information.
  • No securities are being offered by this 8-K; the definitive offering and solicitation, if any, will be made only by prospectus/proxy when the registration statement is declared effective. For full documents, investors can view filings on the SEC website (www.sec.gov).