Filed Pursuant to Rule 424(b)(3)
Registration No. 333-294547

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
sHAREHOLDERS OF
INFLECTION POINT ACQUISITION CORP. V, A CAYMAN ISLANDS EXEMPTED COMPANY
AND
PROSPECTUS FOR
UP TO 18,981,618 ORDINARY SHARES, 2,464,986 SERIES A REDEEMABLE PREFERENCE SHARES, AND 980,392 WARRANTS OF GOWELL ENERGY technology

On October 13, 2025, the board of directors (the “SPAC Board”) of Inflection Point Acquisition Corp. V, a Cayman Islands exempted company (formerly known as Maywood Acquisition Corp., “SPAC”), unanimously approved the Business Combination Agreement, dated October 13, 2025, by and among SPAC, GOWell Technology Limited, a Cayman Islands exempted company (the “Company” or “GOWell”), GOWell Energy Technology, a Cayman Islands exempted company (“PubCo”), and IPCV Merger Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of SPAC (“Merger Sub”) (as amended on December 22, 2025 and July 13, 2026, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the following will occur: (a) SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company (the “First Merger” and the time of the First Merger, the “First Merger Effective Time”), and (b) Merger Sub will merge with and into GOWell, as a result of which the separate corporate existence of Merger Sub will cease and GOWell will continue as the surviving company and a wholly-owned direct subsidiary of PubCo (the “Second Merger,” together with the First Merger, referred to collectively as the “Merger” or the “Business Combination,” and the time of the Second Merger, the “Second Merger Effective Time”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Transactions.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

GOWell Technology Limited is a Cayman Islands holding company that conducts substantially all of its operations through its operating subsidiaries, including its principal operating subsidiary, GOWell Technology Singapore PTE. Ltd., which serves as the Company’s global headquarters, as well as its regional hubs in Houston, Texas and Dubai, UAE, and other subsidiaries in Canada, Norway and the People’s Republic of China (“PRC”). GOWell provides a wide range of innovative well logging technologies and distributed sensing solutions for energy companies globally. The Company maintains a multi-disciplinary research and development team with a robust patent portfolio of technology aimed to solve complex industry challenges. GOWell’s solutions are applicable across a broad range of wells from traditional energy to energy transition. The Company serves a global, diverse customer base with long-term relationships with the major oil service companies and operators in the energy sector. Through its Singapore headquarters and regional hubs in the United States and UAE, GOWell supports a global manufacturing, procurement and operational network covering more than 50 countries.

Pursuant to the Business Combination Agreement, prior to the First Merger, the following will occur:

(1)    each unit of SPAC (“SPAC Unit”) that is issued and outstanding will be automatically detached into one Class A ordinary share, par value $0.0001, of SPAC (a “SPAC Class A Share”) and one right entitling the holder to one-fifth of one SPAC Class A Share upon the completion of SPAC’s initial business combination (a “SPAC Right”) (the separation of the SPAC Units into SPAC Class A Shares and SPAC Rights, the “Unit Separation”);

(2)    each Class B Ordinary Share, par value $0.0001 per share, of the SPAC (each, a “SPAC Class B Share” and together with the SPAC Class A Shares, the “SPAC Ordinary Shares”) that is issued and outstanding will be automatically converted into one SPAC Class A Share (the “SPAC Class B Conversion”); and

(3)    each SPAC Right that is issued and outstanding will be automatically exchanged for one-fifth of one SPAC Class A Share, with all fractional shares rounded down.

At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any party or the holders of securities of SPAC or PubCo, after giving effect to the Unit Separation, the SPAC Class B Conversion, and the exchange of the SPAC Rights pursuant to their terms:

(1)    SPAC will effect the redemption of the SPAC Class A Shares issued as part of the SPAC Units issued in SPAC’s initial public offering (the “IPO,” and the SPAC Class A Shares issued therein, the “Public Shares,” and the holders of Public Shares, the “Public Shareholders”) that are validly submitted for redemption and not withdrawn (the “Redemptions”);

(2)    each SPAC Class A Share (including the SPAC Class A Shares issued upon the Unit Separation, SPAC Class B Conversion, and upon exchange of the SPAC Rights, but not including any treasury shares, dissenting shares and Public Shares validly submitted for redemption and not withdrawn), which is issued and outstanding immediately prior to the First Merger Effective Time, will be converted into the right to receive one (1) ordinary share, par value $0.0001 per share, of PubCo (each, a “PubCo Ordinary Share”); and

(3)    each PubCo Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time, all of which will be standing in the name of the sole shareholder of PubCo (the “PubCo Sole Shareholder”) in the register of members of PubCo, will be irrevocably surrendered by the PubCo Sole Shareholder to PubCo for cancellation and for consideration equal to the subscription price (if any) that the PubCo Sole Shareholder paid for such PubCo Ordinary Share.

The Second Merger is intended to occur at least one Business Day after the First Merger. At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party or the holders of securities of the Company or PubCo:

(1)    each ordinary share, par value $0.0001 per share, of GOWell (each, a “Company Ordinary Share”) that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 (the “Initial Merger Consideration”) by (y) the price at which each Public Share may be redeemed (the “Redemption Price”), which, for purposes of this calculation pursuant to the Business Combination Agreement is subject to a cap of $10.50 per share (the quotient obtained from dividing (x) by (y), the “Company Consideration Shares”); divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time (the quotient obtained from dividing (i) and (ii), the “Exchange Ratio”). For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares;

(2)    each series A redeemable preference share, par value $0.0001, of GOWell (each, a “Company Preferred Share”, and a holder of such shares, a “Company Preferred Shareholder”) that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of series A redeemable preference shares, par value $0.0001 per share, of PubCo (each, a “PubCo Preferred Share”) equal to (i) the sum of (x) the aggregate amount, including any nominal value and any premium, paid or deemed to be paid to GOWell by or on behalf of the applicable Company Preferred Shareholder in connection with the issuance of such Company Preferred Share, and (y) any unpaid arrears of dividends or other amounts payable (including PIK dividends) in respect of such Company Preferred Share (the aggregate sum of (x) and (y), the “Accrued Value”), divided by (ii) the Redemption Price;

(3)     each warrant to purchase Company Ordinary Shares (each, a “Company Warrant”) that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a warrant exercisable for a number of PubCo Ordinary Shares (each, a “PubCo Warrant”) equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company’s amended and restated memorandum and articles of association in effect immediately prior to the Second Merger (the “Company Articles”)) attributable to the applicable PIPE Investor’s (as defined below) Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5;

SPAC Ordinary Shares held by such Sponsor or Representative, as applicable, in favor of the Business Combination Agreement and the transactions contemplated thereby, (b) waive its anti-dilution rights under the amended and restated memorandum and articles of association of SPAC (the “SPAC Articles”), (c) waive its dissenter rights under Section 238 of the Companies Act of the Cayman Islands (As Revised) (the “Cayman Companies Act”) and any other similar statute, (d) be bound by certain other covenants and agreements related to the Transactions, and (e) be bound by certain transfer restrictions with respect to the securities owned by such Sponsor or Representative, as applicable, in each case, on the terms and subject to the conditions set forth in the SPAC Holders Support Agreement. The SPAC Holders Support Agreement also provides that each of the Sponsors and Representatives has agreed irrevocably to waive its redemption rights in connection with the consummation of the Transactions with respect to any SPAC Ordinary Shares they may hold. The SPAC Holders Support Agreement expires upon the earlier of the First Merger Effective Time and the termination of the Business Combination Agreement. No consideration has been or will be paid by PubCo, SPAC or GOWell to the Sponsors or Representatives in connection with such agreements. For more information, see “Ancillary Documents — SPAC Holders Support Agreement.”

Concurrently with the execution of the Business Combination Agreement, on October 13, 2025, the GOWell Shareholder entered into a support agreement with SPAC, GOWell and PubCo (the “Company Support Agreement”), pursuant to which the GOWell Shareholder has agreed to (a) vote the Company Ordinary Shares held by the GOWell Shareholder (together with any other equity securities thereafter acquired by the GOWell Shareholder, 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 Companies Act and any other similar statute. The Company Support Agreement expires upon the earlier of the Second Merger Effective Time and the termination of the Business Combination Agreement. For more information, see “Ancillary Documents — Company Support Agreement.”

In connection with the Closing, the Sponsors, Representatives and certain other shareholders of SPAC who are members of the SPAC Board and/or management team (the “Insiders”) will enter into an agreement (the “SPAC Lock-Up Agreement”) providing that each of the Sponsors, Representatives and Insiders will not, subject to certain customary exceptions, transfer (i) the General Lock-Up Securities (as defined below) during the period commencing from the Closing Date until the date that is the earlier of (x) six months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property (the “General Lock-Up Period”) or (ii) the Private Placement Lock-Up Securities (as defined below) during the period commencing from the Closing Date until the date that is the earliest of (x) 30 days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property (the “Private Placement Lock-Up Period”). For purposes of the SPAC Lock-Up Agreement, (a) the “General Lock-Up Securities” means the PubCo Ordinary Shares issued to the Sponsors or Insiders in exchange for the SPAC Class A Shares and SPAC Class B Shares held by the Sponsors (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions), and (b) the “Private Placement Lock-Up Securities” means the PubCo Ordinary Shares issued to the Prior Sponsor and Representatives pursuant to the terms of the Business Combination Agreement in exchange for the Private Placement Securities (as defined below) following the Unit Separation (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions). While the SPAC and GOWell currently expect that all of the General Lock-Up Securities and Private Placement Lock-Up Securities held by the Sponsors, Representatives, and Insiders will be subject to the above-described transfer restrictions, the SPAC and GOWell may mutually determine to exclude from such lock-ups some or all of such securities if deemed necessary or desirable. If SPAC and GOWell waive any such lock-up, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the EGM. For more information, see “Ancillary Documents — Lock-Up Agreements.”

In addition, in connection with the closing, PubCo will enter into a lock-up agreement with the GOWell Shareholder (the “Company Shareholder Lock-Up Agreement”) providing that the GOWell Shareholder, as the sole holder of the Company Ordinary Shares, will not, subject to certain customary exceptions, transfer any PubCo Ordinary Shares received by the GOWell Shareholder pursuant to the Business Combination Agreement (together with any securities

paid as bonus share issuance, dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions, the “GOWell Lock-Up Securities”) during the period commencing from the date of Closing until the earlier of (i) six months after the Closing or (ii) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction in which all of its shareholders have the right to exchange their shares of common stock for cash, securities or other property (the “GOWell Lock-Up Period”). For more information, see “Ancillary Documents — Lock-Up Agreements.”

The Business Combination Agreement contemplates that, at the Closing, PubCo, the GOWell Shareholder, the Sponsors, Representatives, SPAC, the PIPE Investors, and the other parties signatory thereto (each, a “Holder”) will enter into a Registration Rights Agreement (the “New Registration Rights Agreement”), pursuant to which PubCo will, from time to time, register for resale the PubCo Ordinary Shares held by the Holders immediately following the Closing, any PubCo Ordinary Shares that may be acquired upon the exercise, conversion, or redemption of any derivative security held by the Holders immediately following the Closing, any equity securities that are “restricted securities” or held by an “affiliate” (each as defined in Rule 144 under the Securities Act), any of the PubCo Restricted Shares which were granted to Holders, and any other equity security issued in a share dividend, share split, or similar transaction (collectively, the “Registrable Securities”). Pursuant to the New Registration Rights Agreement, among other things, PubCo will agree to file a shelf registration statement on Form F-1 (“Shelf Registration Statement”) registering the sale or resale of all of the Registrable Securities no later than 30 days after the Closing. Additionally, (x) Holders of at least a majority-in-interest of the then outstanding number of Registrable Securities, (y) the New Sponsor and (z) affiliates of the New Sponsor may make written demands for registration under the Securities Act of all or part of their Registrable Securities, provided that the Registrable Securities are no longer subject to lock-up and at least 12 months have passed since the filing of the Form 10 information (as defined in Rule 144(i)(3) of the Securities Act) with the SEC. Pursuant to the New Registration Rights Agreement, PubCo will also provide customary “piggyback” registration rights, subject to certain requirements and customary conditions. The New Registration Rights Agreement also provides that PubCo will pay certain expenses relating to such registrations and indemnify the shareholders against certain liabilities. The New Registration Rights Agreement will terminate upon the earlier of the 10th anniversary of the date of the New Registration Rights Agreement, the date as of which no Registrable Securities remain outstanding, and with respect to any Holder, on the date that such Holder no longer holds any Registrable Securities. For more information, see “Ancillary Documents — New Registration Rights Agreement.”

On October 13, 2025, the SPAC Board received an oral opinion from Newbridge Securities Corporation (“Newbridge”) (subsequently confirmed in a written opinion), to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Newbridge in preparing its opinion, (i) the Initial Merger Consideration to be paid by SPAC in the Merger pursuant to the Business Combination Agreement is fair, from a financial point of view to the SPAC Unaffiliated Shareholders (defined as SPAC Shareholders other than the Sponsors, officers, directors, or affiliates of SPAC or the Sponsors, redeeming shareholders, and dissenting shareholders), and (ii) the Transaction has an aggregate fair market value of at least 80.0% of the value of the assets held by SPAC in its Trust Account (excluding deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time the Business Combination Agreement was signed. A copy of Newbridge’s written opinion is attached hereto as Annex M. For more information, see “The Business Combination — Background of the Business Combination”, “— Interests of Certain SPAC Persons in the Business Combination” and “— Opinion of SPAC’s Financial Advisor.”

After careful consideration, the SPAC Board has unanimously determined that the Business Combination is advisable and in the best interests of SPAC and its shareholders, unanimously approved the Business Combination and unanimously recommends that shareholders vote “FOR” the adoption of the Business Combination Agreement, and approval of the Transactions, including the Merger, and “FOR” all other proposals presented to the SPAC Shareholders in this proxy statement/prospectus. The Business Combination was not structured to require the approval of at least a majority of SPAC’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. When you consider the recommendation of the proposals herein by the SPAC Board, you should keep in mind that the Sponsors and SPAC’s directors and officers and their affiliates have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of Certain SPAC Persons in the Business Combination” for a further discussion of these considerations.

Immediately following the Closing, assuming no Redemptions of Public Shares, and without giving effect to any dilutive instruments, which consist of the Signing PIPE Securities, Closing PIPE Securities, and Earnout Shares, it is expected that (i) Public Shareholders will own approximately 18.4% of PubCo Ordinary Shares issued and outstanding at that time, (ii) holders of the Public Rights will own approximately 3.7% of PubCo Ordinary Shares issued and outstanding at that time, (iii) the New Sponsor will own approximately 2.1% of the PubCo Ordinary Shares issued and outstanding at that time (which includes 990,000 Founder Shares), (iv) the SPAC’s officers and directors will own approximately 9.6% of the PubCo Ordinary Shares issued and outstanding at that time (which includes 4,481,250 PubCo Restricted Shares), (v) the Prior Sponsor and the Representatives will own approximately 5.0% of the PubCo Ordinary Shares outstanding issued and at that time (which includes 2,028,750 Retained Shares and 318,750 SPAC Class A Shares and SPAC Rights underlying the Private Placement Units after giving effect to the exchange of the SPAC Rights), and (vi) the GOWell Shareholder will own approximately 61.2% of the PubCo Ordinary Shares issued and outstanding at that time. The Public Shareholders currently own 72.4% of the issued and outstanding SPAC Ordinary Shares prior to the Business Combination. Accordingly, Public Shareholders, as a group, will experience immediate dilution as a consequence of the Business Combination. As redemptions increase, the overall percentage ownership held by the Sponsors, Representatives, Insiders, the GOWell Shareholder and the Closing PIPE Investor will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. For more information on the percentage of the issued and outstanding PubCo Ordinary Shares immediately following the Closing that are expected to be held by security holders in various redemption scenarios, see “Questions and Answers About the Business Combination — What equity stake will current SPAC Shareholders and the GOWell Shareholder hold in PubCo immediately after the consummation of the Business Combination?” and for more information about dilution to Public Shareholders, see “Dilution.”

Material Financing Transactions

Prior to the SPAC’s IPO, the Prior Sponsor paid an aggregate of $25,000 for 3,018,750 Founder Shares, or approximately $0.008 per share. The number of Founder Shares outstanding was determined based on the expectation that the total size of the IPO would be a maximum of 8,625,000 SPAC Class A Shares if the Representatives’ over-allotment option was exercised in full, and therefore that such Founder Shares would represent approximately 26% of the issued and outstanding SPAC Ordinary Shares after the IPO. Simultaneously with the consummation of the IPO, the Prior Sponsor and Representatives, respectively, purchased 125,000 and 140,625 SPAC Units (the “Private Placement Units”) at a price of $10.00 per Unit in a private placement, generating gross proceeds to the SPAC of $2,656,250. Additionally, the Prior Sponsor provided a non-interest bearing loan of $500,000 (the “Sponsor Loan”) pursuant to an unsecured, non-convertible promissory note dated February 12, 2025 (the “Promissory Note”). On September 9, 2025, the Prior Sponsor entered into a Securities Transfer Agreement (the “Securities Transfer Agreement”) with the New Sponsor, pursuant to which the Prior Sponsor sold to the New Sponsor an aggregate of 990,000 Founder Shares for an aggregate purchase price of $1,300,000, or approximately $1.31 per share, and assigned the Sponsor Loan to New Sponsor for $500,000. Effective as of September 9, 2025, the Prior Sponsor converted its remaining 2,028,750 Founder Shares into SPAC Class A Shares on a one-for-one basis (the “Retained Shares”).

On January 7, 2026 and April 2, 2026, the SPAC and New Sponsor entered into amendments to the Promissory Note which increased the aggregate principal amount of the Promissory Note to $800,000 to reflect $300,000 of additional advances made by the New Sponsor to the SPAC for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 Sponsor Loan, only upon the closing of the SPAC’s initial business combination and, with respect to the additional $300,000 of loans, upon the earlier of the closing of the SPAC’s initial business combination and its liquidation. The Promissory Note may not be prepaid, and no proceeds held in the Trust Account would be used to repay the Promissory Note.

Further, if necessary in order to finance transaction costs in connection with the Business Combination, the New Sponsor or certain of the SPAC’s officers and directors may, but are not obligated to, loan the SPAC funds as may be required (“Working Capital Loans”). If SPAC completes the Business Combination, SPAC would repay any such Working Capital Loans out of the proceeds of the Trust Account released to SPAC, 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 SPAC does not consummate an initial business combination, 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 proxy statement/prospectus, SPAC had no outstanding borrowings under Working Capital Loans.

As described above, in connection with the transactions contemplated by the Business Combination Agreement, on October 13, 2025, GOWell entered into the Subscription Agreements with the PIPE Investors. Pursuant to the Signing PIPE Subscription Agreement, GOWell allotted and issued to the New Sponsor approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the signing of the Business Combination Agreement. Pursuant to the Closing PIPE Subscription Agreement, the Closing PIPE Investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time.

Compensation to be Received by the Sponsors and SPAC’s Officers and Directors in Connection with the Business Combination and Signing PIPE Investment

In connection with the Business Combination and the Signing PIPE Investment, the Sponsors and SPAC’s officers and directors will receive securities of PubCo. The New Sponsor will receive (i) 990,000 PubCo Ordinary Shares upon the exchange of 990,000 Founder Shares in the SPAC Class B Conversion, which were initially purchased in the Sponsor Transaction for $1.31 per share, (ii) approximately 2,464,986 PubCo Preferred Shares upon the exchange of 2,352,941 Company Preferred Shares, which were purchased in the Signing PIPE Investment for $20 million (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50, representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026), (iii) 980,382 PubCo Warrants upon the exchange of Company Warrants purchased in the Signing PIPE Investment (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied by 0.5) exercisable for 980,392 PubCo Ordinary Shares at an initial exercise price of $12.00, and (iv) its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing. The Prior Sponsor will receive (i) 2,028,750 PubCo Ordinary Shares upon the exchange of 2,028,750 Retained Shares, which were initially purchased prior to the IPO for $0.008 per share, and (ii) 150,000 PubCo Ordinary Shares upon the exchange of 125,000 Private Placement Units, following the Unit Separation and exchange of SPAC Rights, which Private Placement Units were initially purchased for $10.00 per Unit in a private placement. Certain officers and directors of SPAC will receive 4,481,250 PubCo Restricted Shares upon the exchange of 4,481,250 Company Restricted Shares, which shares will be issued to them prior to the Second Merger Effective Time as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. The SPAC’s three independent directors (the “Independent Directors”) are not members of either of the Sponsors. The securities to be issued to the Sponsors and SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Dilution”, “The Business Combination — Interests of Certain SPAC Persons in the Business Combination”, “The Business Combination — Compensation to be Received by the Sponsors and SPAC’s Officers and Directors in Connection with the Business Combination and Signing PIPE Investment” and “Information About The SPAC — Executive and Director Compensation.”

The Sponsors and SPAC’s officers and directors will also be reimbursed for loans, advances, and out-of-pocket expenses incurred by them related to identifying, negotiating, investigating and completing the Business Combination. As of the date of this proxy statement/prospectus, $800,000 is outstanding under the Promissory Note, which is expected to be repaid to the New Sponsor at the Closing. There are no advances or out-of-pocket reimbursable expenses as of the date of this proxy statement/prospectus. Additionally, the Sponsors and SPAC’s officers and directors will be entitled to continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination. Further, Kevin Shannon, the Chief Operating Officer of the SPAC, is expected to serve as a director of PubCo after the Closing and, as such, in the future, may receive compensation for his service as a director of PubCo as determined by the PubCo Board.

None of the funds in the Trust Account will be used to compensate SPAC’s 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 or SPAC’s officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. The reimbursement of expenses and advances to the Sponsors and SPAC’s officers and directors may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Dilution”, “The Business Combination — Interests of Certain SPAC Persons in the Business Combination”, “— Compensation to be Received by the Sponsors and SPAC’s Officers and Directors in Connection with the Business Combination and Signing PIPE Investment” and “Information About The SPAC — Executive and Director Compensation.”

Potential conflicts of interest in connection with the Business Combination

There may be actual or potential material conflicts of interest between or among (i) the Sponsors and SPAC’s officers and directors, and GOWell officers and directors and (ii) SPAC Unaffiliated Shareholders. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the shares to be issued to the Sponsors and SPAC’s officers and directors in connection with the Business Combination, and the reimbursement of loans and advances. See the section entitled “The Business Combination — Interests of Certain SPAC Persons in the Business Combination” and “The Business Combination — Compensation to be Received by the Sponsors and SPAC’s Officers and Directors in Connection with the Business Combination and Signing PIPE Investment” for more information.

If SPAC does not complete the Business Combination with GOWell or another initial business combination by August 14, 2026 (which date may be extended through a shareholder-approved amendment to the SPAC Articles, the “completion window”), SPAC 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 not previously released to SPAC (less 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 SPAC’s remaining shareholders and the SPAC Board, 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. The Sponsors and SPAC’s officers and directors have no rights to liquidating distributions from the Trust Account with respect to any Founder Shares and any Public Shares held by them if SPAC fails to complete an initial business combination within the completion window, although they will be entitled to liquidating distributions from assets outside the Trust Account.

On July 20, 2026, SPAC filed a definitive proxy statement seeking shareholder approval of an amendment to the SPAC Articles to extend the combination window from August 14, 2026 to August 31, 2026, and permit the SPAC Board to further extend such date up to four times in one month increments, to up to December 31, 2026. The holders of Public Shares will have the right to redeem their Public Shares in connection with such extension.

The SPAC Units, SPAC Class A Shares and SPAC Rights are listed on Nasdaq under the symbols “IPEXU”, “IPEX”, and “IPEXR”. On October 10, 2025, the last trading date prior to the public announcement of the Business Combination, SPAC Units, SPAC Class A Shares and SPAC Rights closed at $10.65, $10.36 and $0.72, respectively. As of August 10, 2026, the closing prices of the SPAC Units, SPAC Class A Shares and SPAC Rights were $11.05, $10.57 and $0.46, respectively. PubCo has applied for listing, to be effective at Closing, of the PubCo Ordinary Shares on Nasdaq under the symbol “GOW.” It is a condition to SPAC’s and GOWell’s obligations to consummate the Business Combination that the PubCo Ordinary Shares to be issued in connection with the Business Combination Agreement, including the Company Consideration Shares, is approved for listing on Nasdaq or another major U.S. national securities exchange, subject only to official notice of issuance. SPAC and GOWell believe that SPAC will satisfy the initial listing requirements of the Nasdaq Global Market at the Closing, but there can be no assurance such listing condition will be met. If such listing condition is not met, the Business Combination may not be consummated unless such condition is waived by SPAC and GOWell. The Nasdaq listing condition may be waived by SPAC or GOWell at any time prior to Closing, including after the deadline for submitting redemption requests or the EGM. If SPAC and GOWell waive such condition, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however you should know that given such timing you may not be notified before the deadline for submitting redemption requests or the EGM. It is important for you to consider that, at the time of the deadline for submitting redemption requests or the EGM, PubCo may not have received from Nasdaq either confirmation of the listing of the PubCo Ordinary Shares or confirmation that approval will be obtained prior to the consummation of the Business Combination, and you will not be notified prior to the deadline for submitting redemption requests or the EGM if PubCo has not yet received such approval or confirmation. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without knowing whether the PubCo Ordinary Shares will be listed on Nasdaq or another securities exchange and, further, it is possible that such listing may never be achieved and the Business Combination could still be consummated if such condition is waived.

SPAC is, and PubCo will be, an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 and has elected to comply with certain reduced public company reporting requirements.

After the Closing, it is expected that the GOWell Shareholder will hold between 53.2% and 63.4% of the outstanding PubCo Ordinary Shares, depending on the level of Redemptions, including the PubCo Ordinary Shares issuable upon conversion of the PubCo Preferred Shares issued pursuant to the PIPE Investments, and excluding (i) the Earnout Shares, (ii) the PubCo Warrants, (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, and (iv) the PubCo Ordinary Shares issuable under the PubCo Incentive Plan. Accordingly, PubCo will qualify as a “controlled company” under the listing rules of Nasdaq. For so long as PubCo remains a controlled company, it is permitted to rely on certain exemptions from Nasdaq corporate governance requirements otherwise applicable to listed companies.

In addition, as a “foreign private issuer,” PubCo will be subject to different U.S. securities laws than domestic U.S. issuers. The rules governing the information that PubCo must disclose differ from those governing U.S. corporations pursuant to the Exchange Act. PubCo will be exempt from a number of rules under the U.S. securities laws and will be permitted to file less information with the SEC than a U.S. company, including: (i) the rules under the Exchange Act requiring the filing with the SEC of Quarterly Reports on Form 10-Q or Current Reports on Form 8-K; (ii) the sections of the Exchange Act regulating the solicitation of proxies, consents, or authorizations in respect of a security registered under the Exchange Act; and (iii) the selective disclosure rules applicable to issuers of material non-public information under Regulation FD. With respect to Section 16, PubCo will not be subject to the short-swing profit recovery provisions contained in Section 16 of the Exchange Act; however, effective March 18, 2026, the executive officers and directors of PubCo will be required, pursuant to the Holding Foreign Companies Accountable Act, to file Section 16(a) reports with the SEC to disclose their beneficial ownership of PubCo’s securities, while the principal shareholders of PubCo who are neither officers nor directors will remain exempt from Section 16(a) reporting requirements. As a foreign private issuer, PubCo is also permitted to follow the corporate governance practices of its home country, the Cayman Islands, in lieu of certain Nasdaq corporate governance standards applicable to U.S. domestic companies.

PubCo intends to rely on these exemptions with respect to each of the following Nasdaq requirements: (i) the requirement that a majority of the board consist of independent directors; (ii) the requirement to maintain a compensation committee consisting entirely of independent directors; (iii) the requirement to maintain a nominating or corporate governance committee consisting entirely of independent directors; and (iv) the requirement to hold regularly scheduled executive sessions with only independent directors each year. Where PubCo’s status as a foreign private issuer provides certain exemptions from the same Nasdaq requirement, PubCo intends to rely on certain exemptions to the extent permitted. Such Cayman Islands home country practices may afford less protection to holders of PubCo’s securities than the protections available under Nasdaq’s corporate governance standards. For additional information regarding the home country practices PubCo intends to follow in lieu of Nasdaq requirements, see “Summary — Certain Information Relating to PubCo — Emerging Growth Company; Controlled Company; Foreign Private Issuer”, “Risk Factors — PubCo, as a “foreign private issuer” and “controlled company” within the meaning of the rules of Nasdaq, is permitted to follow certain home country corporate governance practices and to rely on certain exemptions from Nasdaq corporate governance requirements that may afford less protection to shareholders than they would enjoy if PubCo complied fully with the Nasdaq Stock Market corporate governance listing standards.”

This proxy statement/prospectus covers the issuance by PubCo of up to 18,981,618 PubCo Ordinary Shares, 2,464,986 PubCo Preferred Shares, and 980,392 PubCo Warrants. The Closing PIPE Securities, Earnout Shares, and the PubCo Restricted Shares are not being registered in the registration statement of which this proxy statement/prospectus forms a part and therefore must either be registered for resale or sold pursuant to an applicable exemption from registration by the holder thereof.

This proxy statement/prospectus also covers the resale by the Selling Shareholders as described in the section entitled “Selling Shareholders,” of up to 12,944,118 PubCo Ordinary Shares to be received by such Selling Shareholders in the Business Combination. The Selling Shareholders are each deemed to be an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act. Each Selling shareholder may sell all, some or none of such PubCo Ordinary Shares to be received by such Selling Shareholder in the Business Combination. PubCo will not receive any proceeds from any such offer or sale by the Selling Shareholders.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the EGM. SPAC encourages you to carefully read this entire document. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 32.

Following the consummation of the Business Combination, PubCo, with GOWell Technology Limited being its wholly-owned subsidiary, will be a Cayman Islands holding company. Investments in PubCo’s securities are not purchases of equity securities of its operating subsidiaries in the Singapore, UAE, U.S., Canada, Norway, the PRC or the other countries or areas, but instead are purchases of equity securities of a Cayman Islands holding company with no material operations of its own.

When you review the information included in the accompanying proxy statement/prospectus and consider the SPAC Board’s recommendation to vote in favor of the proposals described therein, you should keep in mind that the Sponsors and SPAC’s officers and directors have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsors and SPAC’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating SPAC. See the sections entitled “The Business Combination — Interests of Sponsors and SPAC’s Directors and Officers in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

This proxy statement/prospectus is dated August 11, 2026, and is first being mailed to SPAC Shareholders on or about August 12, 2026.

Inflection Point Acquisition Corp. V
167 Madison Ave, Suite 205 #1017
New York, NY 10016

NOTICE OF EXTRAORDINARY GENERAL MEETING
TO BE HELD ON SEPTEMBER 3, 2026

To the shareholders of Inflection Point Acquisition Corp. V,

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of Inflection Point Acquisition Corp. V, a Cayman Islands exempted company (formerly known as Maywood Acquisition Corp., “SPAC”), will be held virtually at 10:00 a.m., Eastern Time, on September 3, 2026. The EGM will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/inflectionpointacquisitionv/bc2026. For the purposes of Cayman Islands law and the third amended and restated memorandum and articles of association of SPAC (the “SPAC Articles”), the physical location of the EGM will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You are cordially invited to attend the EGM, which will be held for the following purposes:

(1)    Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve, subject to the approval of the Merger Proposal, by ordinary resolution, the Business Combination Agreement, dated as of October 13, 2025, by and among SPAC, GOWell Technology Limited, a Cayman Islands exempted company (the “Company” or “GOWell”), GOWell Energy Technology, a Cayman Islands exempted company (“PubCo”), and IPCV Merger Sub Limited, a Cayman Islands exempted company and wholly-owned subsidiary of SPAC (“Merger Sub”) (as amended on December 22, 2025 and July 13, 2026, and as it may be further amended, restated, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which the following will occur: (a) SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company (the “First Merger” and the time of the First Merger, the “First Merger Effective Time”), and (b) Merger Sub will merge with and into GOWell, as a result of which the separate corporate existence of Merger Sub will cease and GOWell will continue as the surviving company and a wholly-owned direct subsidiary of PubCo (the “Second Merger,” together with the First Merger, referred to collectively as the “Merger” or the “Business Combination,” and the time of the Second Merger, the “Second Merger Effective Time”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Transactions.” We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that subject to the approval of the Merger Proposal, the entry by Inflection Point Acquisition Corp. V (“SPAC”) into the Business Combination Agreement, dated as of October 13, 2025, by and among SPAC, GOWell Technology Limited, GOWell Energy Technology and IPCV Merger Sub Limited, attached to the proxy statement/prospectus accompanying the notice of meeting as Annex A (as amended on December 22, 2025 and July 13, 2026, and as it may be further amended, restated, supplemented and/or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which and among other things, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will complete the Business Combination (as such term is defined in the proxy statement/prospectus) described in the proxy statement/prospectus, and the performance by SPAC of its obligations thereunder and the consummation of the Business Combination, be approved, ratified and confirmed in all respects.”

(2)    Proposal No. 2 — The Merger Proposal — To consider and vote upon a proposal to approve, subject to the approval of the Business Combination Proposal, by special resolution, the Plan of Merger with respect to the First Merger (the “First Plan of Merger”), pursuant to which SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company. We refer to this proposal as the “Merger Proposal.” A copy of the First Plan of Merger is attached to the accompanying proxy statement/prospectus as Annex B.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as a special resolution that, subject to the approval of the Business Combination Proposal:

(a)     Inflection Point Acquisition Corp. V (“SPAC”) be authorized to merge with GOWell Energy Technology (“PubCo”) so that PubCo will be the surviving company (the “Surviving Company”) and all the rights, undertaking, property, business, goodwill, benefits, immunities, privileges and liabilities of SPAC vest in the Surviving Company by virtue of such merger pursuant to the Companies Act of the Cayman Islands (As Revised) and the First Plan of Merger (the “First Merger”);

(b)    the Plan of Merger in connection with the First Merger substantially in the form attached to the proxy statement/prospectus accompanying the notice of meeting as Annex B, as it may be further amended and/or restated from time to time (the “First Plan of Merger”), subject to such amendments as may be approved by SPAC or PubCo, be authorized and approved in all respects;

(c)     SPAC be authorized to enter into the First Plan of Merger, and any and all transactions provided for in the First Plan of Merger;

(d)    there being no holders of any outstanding security interest granted by SPAC immediately prior to the Effective Time (as defined in the First Plan of Merger), the First Plan of Merger be executed by any one director on behalf of the SPAC and any director or delegate or agent thereof be authorized to submit the First Plan of Merger, together with any supporting documentation, for registration to the Registrar of Companies of the Cayman Islands (“Registrar”);

(e)     all actions taken and any documents or agreements executed, signed or delivered prior to or after the date of these resolutions by any director or officer of the SPAC in connection with the transactions contemplated by these resolutions be approved, ratified and confirmed in all respects.”

(3)    Proposal No. 3 — The Advisory Organizational Documents Proposals — To consider and vote upon the following six separate proposals to approve, subject to the approval of the Business Combination Proposal and the Merger Proposal, on an advisory and non-binding basis by ordinary resolution the following material differences between the SPAC Articles and the amended and restated memorandum and articles of association of PubCo (the “PubCo A&R Articles”). A copy of the PubCo A&R Articles is attached to the accompanying proxy statement/prospectus as Annex C. We refer to these proposals as the “Advisory Organizational Documents Proposals”:

•        Proposal No. 3A — Authorized Share Capital — Under the PubCo A&R Articles PubCo would be authorized to issue 500,000,000 shares of PubCo (“PubCo Shares”), consisting of 450,000,000 ordinary shares, par value $0.0001 per share (the “PubCo Ordinary Shares”) and 50,000,000 series A redeemable preference shares, par value $0.0001 per share (the “PubCo Preferred Shares”).

•        Proposal No. 3B — Action by Written Resolution of Shareholders — The PubCo A&R Articles require shareholders to pass resolutions at an annual or extraordinary general meeting and prohibit shareholders to pass written resolutions in lieu of a meeting.

•        Proposal No. 3C — Number of Directors — The PubCo A&R Articles provide that the minimum number of directors will be one person with a maximum of seven persons; provided, however, that the limits in the number of directors may be increased or reduced by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders voting in person or by proxy at a general meeting of PubCo.

•        Proposal No. 3D — Election, Vacancy and Removal of Directors — The PubCo A&R Articles provide that for so long as Hegro Well PTE. Ltd. (the “GOWell Shareholder” or “Hegro”), its affiliates and any other shareholders that have entered into an acting-in-concert agreement with the GOWell Shareholder, collectively hold not less than 40% of the then issued and outstanding PubCo Ordinary Shares and PubCo Preferred Shares, the GOWell Shareholder shall have the right to appoint and maintain in office such number of directors as shall constitute 50% of the total number of directors on the board of directors of PubCo (the “PubCo Board”). Any director so appointed may be removed and replaced at any time by

written notice from the GOWell Shareholder to PubCo. A director may otherwise be appointed by a simple majority of the votes cast, in person or by proxy, at a general meeting. Any appointment may be to fill a vacancy or as an additional director.

•        Proposal No. 3E — Requiring Approval of Preferred Holders — The PubCo A&R Articles provide that, for so long as New Sponsor and the Closing PIPE Investor (collectively, the “Inflection Point Entities”) collectively hold at least 20% of the PubCo Preferred Shares on issue as of the date on which the PubCo A&R Articles are adopted, PubCo shall not take certain actions without the consent of the holders of more than 50%, by number, of the PubCo Preferred Shares in issue, which shall include the consent of Inflection Point Fund I LP.

•        Proposal No. 3F — Blank Check Company Provisions — The PubCo A&R Articles do not contain any blank check company provisions.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as six separate ordinary resolutions, on a non-binding and advisory basis only, subject to the approval of the Business Combination Proposal and the Merger Proposal, that the following governance provisions contained in the PubCo A&R Articles be and are hereby approved and adopted:

•        Advisory Organizational Documents Proposal 3A — The authorized share capital of PubCo is US$50,000 divided into 450,000,000 ordinary shares of a par value of US$0.0001 each and 50,000,000 series A redeemable preference shares of a par value of US$0.0001 each.

•        Advisory Organizational Documents Proposal 3B — The PubCo A&R Articles require shareholders to pass resolutions at an annual or extraordinary general meeting and prohibit shareholders to pass written resolutions in lieu of a meeting.

•        Advisory Organizational Documents Proposal 3C — The PubCo A&R Articles provide that the minimum number of directors will be one person with a maximum of seven persons, provided however that the limits in the number of directors may be increased or reduced by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders voting in person or by proxy at a general meeting of PubCo.

•        Advisory Organizational Documents Proposal 3D — The PubCo A&R Articles provide that, subject to the Cayman Companies Act, for so long as the GOWell Shareholder, its affiliates and any other shareholders that have entered into an acting-in-concert agreement with the GOWell Shareholder, collectively hold not less than 40% of the then issued and outstanding PubCo Ordinary Shares and PubCo Preferred Shares, the GOWell Shareholder shall have the right to appoint and maintain in office such number of directors as shall constitute 50% of the total number of directors on the PubCo Board. Any director so appointed may be removed and replaced at any time by written notice from the GOWell Shareholder to PubCo. A director may otherwise be appointed or removed by a simple majority of the votes cast, in person or by proxy, at a general meeting. Any appointment may be to fill a vacancy or as an additional director. Additionally, the PubCo Board has the power to appoint any person as a director, either to fill a vacancy or as an addition to the existing PubCo Board, subject to the total number of directors on the PubCo Board not exceeding any maximum number fixed by or in accordance with the PubCo A&R Articles.

•        Advisory Organizational Documents Proposal 3E — The PubCo A&R Articles provide that, for so long as the Inflection Point Entities (as defined in the PubCo A&R Articles) collectively hold at least 20% of the PubCo Preferred Shares on issue, as of the date on which the PubCo A&R Articles are adopted, PubCo shall not take certain actions without the consent of the holders of more than 50%, by number, of the PubCo Preferred Shares in issue, which shall include the consent of Inflection Point Fund I LP.

•        Advisory Organizational Documents Proposal 3F — The PubCo A&R Articles do not contain any blank check company provisions.

(4)    Proposal No. 4 — The Incentive Plan Proposal — To consider and vote upon a proposal to approve, subject to the approval of the Business Combination Proposal and the Merger Proposal, by ordinary resolution, the GOWell Energy Technology 2026 Equity Incentive Plan (the “Incentive Plan”). We refer to this proposal as the “Incentive Plan Proposal.” A copy of the Incentive Plan is attached to the accompanying proxy statement/prospectus as Annex L.

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that subject to the approval of the Business Combination Proposal and the Merger Proposal, the GOWell Energy Technology 2026 Equity Incentive Plan, in the form attached to the proxy statement/prospectus of the meeting as Annex L, be adopted and approved.”

(5)    Proposal No. 5 — The Adjournment Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the EGM to a later date or dates, if necessary or desirable (the “Adjournment Proposal”).

The full text of the resolution to be considered and, if thought fit, passed and approved is as follows:

“RESOLVED, as an ordinary resolution, that the chairman may adjourn the extraordinary general meeting to a later date or dates or another place, if the chairman deems it necessary or desirable, be approved.”

Approval of each of the Business Combination Proposal and the Merger Proposal is a condition to consummating the Business Combination. We refer to such proposals, collectively, as the “Condition Precedent Proposals.”

Only holders of record of SPAC Class A Shares and Class B ordinary shares, par value $0.0001 per share, of SPAC (the “SPAC Class B Shares” or the “Founder Shares,” and together with the SPAC Class A Shares, the “SPAC Ordinary Shares”) at the close of business on June 30, 2026 (the “Record Date”) are entitled to notice of and vote at and to have their votes counted at the EGM and any adjournment of the EGM.

This proxy statement/prospectus and accompanying proxy card is being provided to SPAC’s shareholders in connection with the solicitation of proxies to be voted at the EGM and at any adjournment of the EGM. Whether or not you plan to attend the EGM, all of SPAC’s shareholders are urged to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 32 of this proxy statement/prospectus.

After careful consideration, the SPAC Board has determined that each of (a) the Business Combination Proposal, (b) the Merger Proposal, (c) the Advisory Organizational Proposals, (d) the Incentive Plan Proposal and (e) the Adjournment Proposal, if presented, are advisable and in the best interests of SPAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals. The Business Combination was not structured to require the approval of at least a majority of SPAC’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. When you consider the recommendation of the proposals herein by the SPAC Board, you should keep in mind that the Sponsors and SPAC’s directors and officers and their affiliates have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination — Interests of Certain SPAC Persons in the Business Combination” for a further discussion of these considerations.

Pursuant to the SPAC Articles, a holder of SPAC Class A Shares issued as a part of the SPAC Units in SPAC’s initial public offering (the “IPO,” and the shares, the “Public Shares,” and the holders of such shares, the “Public Shareholders”) may request to redeem all or a portion of its Public Shares for cash in connection with the Business Combination. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)     (i) hold Public Shares or (ii) hold Public Shares through SPAC Units and elect to separate your SPAC Units into the underlying Public Shares and Rights prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that SPAC redeem all or a portion of your Public Shares for cash; and

(c)     deliver the certificates for your Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on September 1, 2026 (two business days before the initial scheduled date of the EGM) in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem all or a portion of the Public Shares held by them, regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they are a holder of record on the Record Date. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank.

If the Business Combination is consummated, and if a Public Shareholder properly exercises its redemption rights to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to Continental, SPAC will redeem such Public Shares for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account established in connection with the IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination including interest earned on the Trust Account (such interest shall be net of taxes payable), divided by the number of then issued Public Shares (such amount, the “Redemption Price”). For illustrative purposes, as of the Record Date, this would have amounted to approximately $10.54 per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. Prior to exercising redemption rights, Public Shareholders should verify the market price of the Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the price at which Public Shares may be redeemed. SPAC cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Public Shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange his, her or its Public Shares for cash and will no longer own Public Shares. See “Extraordinary General Meeting — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of shares, will be restricted from redeeming his, her or its Public Shares with respect to more than an aggregate of 15% of the Public Shares without SPAC’s prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of shares, seeks to redeem more than 15% of the SPAC Class A Shares, then any such shares in excess of that 15% limit would not be redeemed for cash without SPAC’s prior consent.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with SPAC’s consent, until the Closing. If a holder delivers his, her or its Public Shares for redemption to Continental and later decides to withdraw such request prior to the deadline for submitting redemption requests, the holder may request that Continental return the shares (physically or electronically).

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation: (i) this registration statement having been declared effective in accordance with the Securities Act of 1933, as amended (the “Securities Act”), no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the Securities and Exchange Commission (the “SEC”); (ii) the approval and adoption of the Business Combination Agreement and the Transactions by requisite vote of each of the SPAC’s and Company’s shareholders (respectively, the “SPAC Shareholder Approval” and “Company Shareholder Approval”); (iii) the PubCo Ordinary Shares having been conditionally approved for listing on the Nasdaq Stock Market LLC

(“Nasdaq”) or any other major U.S. national securities exchange, subject only to official notice thereof; (iv) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement; (v) the absence of any Material Adverse Effect with respect to each of SPAC and GOWell; (vi) certain indebtedness of GOWell having been discharged in full; and (vii) the sum of (a) the funds contained in the trust account established in connection with the SPAC’s IPO (the “Trust Account”) after giving effect to the Redemptions, (b) any cash on the SPAC’s balance sheet immediately prior to the closing of the Transactions (the “Closing”), (c) the aggregate amount of gross proceeds actually received by the GOWell or PubCo (as applicable) from the PIPE Investments and (d) without duplication of any amounts in clause (c), the aggregate amount of gross proceeds set forth in any term sheets related to potential PIPE investments (clauses (a) to (d), the “Closing Proceeds”) being equal to or exceeding $50,000,000 at any time on or prior to Closing (the “Minimum Cash Condition”). Conditions (i) through (iii) and (vii) above are for the benefit of all parties to the Business Combination Agreement and subject to waiver by GOWell and SPAC, conditions (iv) and (v) above are for the benefit of each of SPAC and GOWell, as applicable, and subject to waiver by such party individually, and condition (vi) is for the benefit of SPAC and subject to waiver by SPAC. As of the date of this proxy statement/prospectus, the Minimum Cash Condition is expected to be satisfied based on the anticipated proceeds from the Signing PIPE Investment and Closing PIPE Investment (each as defined below) and through amounts released to us from the Trust Account. However, in the event that the Minimum Cash Condition is not satisfied, SPAC and GOWell may, each in their sole discretion, waive the Minimum Cash Condition. If SPAC and GOWell waive the Minimum Cash Condition, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the EGM, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the EGM. For more information, see “The Business Combination Agreement — Conditions to Closing.”

Only holders of record of the SPAC Ordinary Shares at the close of business on the Record Date are entitled to notice of and to have their votes counted at the EGM and any adjournment of the EGM.

The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

The approval of the Merger Proposal requires a special resolution under the Cayman Companies Act, being the affirmative vote (in person (including virtually) or by proxy) of the holders of at least two-thirds of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by the holders of SPAC Ordinary Shares.

The approval of each of the Advisory Organizational Documents Proposals requires an ordinary resolution on a non-binding and advisory basis only, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Advisory Organizational Documents Proposals are conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposal are not approved, the Advisory Organizational Documents Proposals will have no effect, even if approved by holders of SPAC Ordinary Shares.

The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposal are not approved, the Incentive Plan Proposal will have no effect, even if it is approved by holders of SPAC Ordinary Shares.

The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Inflection Point Fund I LP (the “New Sponsor”), Maywood Sponsor LLC (the “Prior Sponsor,” together with the New Sponsor, the “Sponsors”), and SPAC’s officers and directors have entered into an amended and restated letter agreement (the “A&R Letter Agreement”) with us, pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of an initial business combination. Such redemption rights waiver was provided by Prior Sponsor and our former officers and directors at the time of the IPO, and was provided by New Sponsor and our current officers and directors at the time of the Sponsor Transaction, in each case without any separate consideration paid. Additionally, pursuant to the SPAC Holders Support Agreement, the Sponsors and each of Seaport Global Securities LLC and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, the representatives of the underwriters of our IPO (collectively, the “Representatives”), agreed not to redeem any SPAC Ordinary Shares held by them in connection with the Business Combination. Such redemption rights waiver was provided without any separate consideration paid in connection with providing such waiver. The Sponsors and Representatives collectively own 990,000 Founder Shares and 2,294,375 SPAC Class A Shares, consisting of the Retained Shares and the SPAC Class A Shares underlying the units purchased in the private placement consummated simultaneously with the IPO (the “Private Placement Units”) (and excluding the SPAC Class A Shares issuable upon exchange of the SPAC Rights included therein, as such shares are not currently outstanding and entitled to vote), representing approximately 27.6% of the issued and outstanding SPAC Ordinary Shares as of the date of this proxy statement/prospectus.

Your vote is very important.    Whether or not you plan to attend the EGM, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the EGM. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the EGM. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the EGM, and if the other conditions to Closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals and Incentive Plan Proposal are each conditioned on the approval of the Condition Precedent Proposals. The Adjournment Proposal is not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the EGM. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the EGM in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the EGM and will not be voted. If a valid quorum is established, any such failure to vote or to provide voting instructions will have no effect on the outcome of any proposal in the accompanying proxy statement/prospectus. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but will not count as a vote cast at the EGM and otherwise will have no effect on a particular proposal because each proposal requires the affirmative vote of a particular number of votes cast and an abstention and a broker non-vote is not a vote cast. If you are a shareholder of record and you attend the EGM and wish to vote in person, you may withdraw your proxy and vote in person.

Your attention is directed to the remainder of the proxy statement/prospectus following this notice (including the Annexes and other documents referred to herein) for a more complete description of the Business Combination and related transactions and each of the proposals. You are encouraged to read this proxy statement/prospectus carefully and in its entirety, including the Annexes and other documents referred to herein. If you have any questions or need assistance voting your SPAC Ordinary Shares, please contact Sodali & Co., our proxy solicitor, by email at IPEX.info@investor.sodali.com. Individuals may also call (800) 662-5200 toll free; banks and brokers may call (203) 658-9400. This notice of EGM and the proxy statement/prospectus are available at https://www.cstproxy.com/inflectionpointacquisitionv/bc2026.

Thank you for your participation. We look forward to your continued support.

Important Notice Regarding the Availability of Proxy Materials for the EGM to be held on September 3, 2026: This notice of EGM and the related proxy statement will be available at https://www.cstproxy.com/inflectionpointacquisitionv/bc2026.

IF YOU RETURN YOUR PROXY CARD SIGNED AND WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR PROXY CARD WILL APPOINT MICHAEL BLITZER AND KEVIN SHANNON AS YOUR PROXY TO VOTE YOUR SHARES IN THEIR DISCRETION. MICHAEL BLITZER AND KEVIN SHANNON WILL VOTE ANY UNDIRECTED PROXIES IN FAVOR OF EACH OF THE PROPOSALS. TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) SUBMIT A WRITTEN REQUEST TO CONTINENTAL AT LEAST TWO BUSINESS DAYS PRIOR TO THE SCHEDULED VOTE AT THE EGM, WHICH REQUEST MUST INCLUDE THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE PUBLIC SHARES FOR WHICH REDEMPTION IS REQUESTED, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (2) TENDER OR DELIVER YOUR PUBLIC SHARES (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

The accompanying proxy statement/prospectus is dated August 11, 2026 and is first being mailed to shareholders on or about August 12, 2026.

TABLE OF CONTENTS

ADDITIONAL INFORMATION

No person is authorized to give any information or to make any representation with respect to the matters that the accompanying proxy statement/prospectus describes other than those contained in the accompanying proxy statement/prospectus, and, if given or made, the information or representation must not be relied upon as having been authorized by PubCo, SPAC or GOWell. The accompanying proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of the accompanying proxy statement/prospectus nor any distribution of securities made under the accompanying proxy statement/prospectus will, under any circumstances, create an implication that there has been no change in the affairs of PubCo, SPAC or GOWell since the date of the accompanying proxy statement/prospectus or that any information contained therein is correct as of any time subsequent to such date.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and other documents incorporated by reference into this proxy statement/prospectus include or may include “forward-looking statements” regarding, among other things, the plans, strategies and prospects, both business and financial, of SPAC, PubCo and GOWell. These statements are based on the beliefs and assumptions of the management of SPAC, PubCo and GOWell. Although the parties believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, none of SPAC, PubCo or GOWell can assure you that they will achieve or realize these plans, intentions or expectations. Forward-looking statements are inherently subject to risks, uncertainties and assumptions. Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, and any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “predicts,” “projects,” “forecasts,” “may,” “might,” “will,” “could,” “should,” “would,” “seeks,” “plans,” “scheduled,” “possible,” “continue,” “potential,” “anticipates” or “intends” or similar expressions; provided that the absence of these does not mean that a statement is not forward-looking. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this proxy statement/prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein might not occur, and our actual results could differ materially from those anticipated in these forward-looking statements.

We undertake no obligation to publicly update or revise any forward-looking statement contained in this proxy statement/prospectus, any prospectus supplement, and the documents incorporated by reference herein and therein, whether as a result of new information, future events or otherwise, except as required by law.

In addition to these important factors and matters discussed elsewhere herein, and in the documents incorporated by reference herein, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include:

•        general economic, political and business conditions;

•        the inability of the parties to consummate the transactions contemplated by the Business Combination Agreement;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

•        the number of redemption requests made by the Public Shareholders in connection with the Business Combination and in connection with an extension of the completion window;

•        the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Transactions;

•        the risk that SPAC Shareholder Approval for the Business Combination is not obtained;

•        the anticipated capitalization and enterprise value of PubCo following the consummation of the Business Combination;

•        the ability of PubCo to issue equity, equity-linked or other securities in the future;

•        failure to realize the anticipated benefits of the transactions contemplated by the Business Combination Agreement, including as a result of a delay in consummating the Business Combination;

•        the risk that the Business Combination may not be completed by SPAC’s business combination deadline and the potential failure to obtain an extension of its business combination deadline;

•        the risks related to the rollout of GOWell’s business and the timing of expected business milestones;

•        the ability of PubCo to execute its growth strategy, manage growth profitably and retain its key employees;

•        the ability of PubCo to obtain or maintain the listing of its securities on the Nasdaq following the Business Combination;

•        and other risks and uncertainties indicated in this proxy statement/prospectus, including those under “Risk Factors” herein.

We caution readers of this proxy statement/prospectus not to place undue reliance on these forward-looking statements.

All forward-looking statements made in this proxy statement/prospectus are qualified by these cautionary statements. These forward-looking statements are made only as of the date of this proxy statement/prospectus, and we expressly disclaim any obligation to update or revise any forward-looking statements to reflect changes in assumptions, the occurrence of unanticipated events, changes in future operating results over time or otherwise.

Please note in this registration statement, “we,” “us,” “our”, the “Company,” and “GOWell” refers to GOWell Technology Limited, a Cayman Islands exempted company and its subsidiaries prior to the consummation of the Business Combination, and to GOWell Energy Technology, a Cayman Islands exempted company and its subsidiaries, including GOWell Technology Limited, following the consummation of the Business Combination. References to “PubCo” refer to GOWell Energy Technology prior to and GOWell Energy Technology and its subsidiaries after the consummation of the Business Combination, unless the context otherwise requires.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission by PubCo and GOWell, as the co-registrant (File No. 333-294547), constitutes a prospectus of PubCo and GOWell under Section 5 of the Securities Act with respect to the (i) PubCo Ordinary Shares to be issued to the SPAC Shareholders and the (ii) PubCo Preferred Shares, PubCo Warrants and the underlying PubCo Ordinary Shares to be issued to the Signing PIPE Investor upon the conversion of its Company Preferred Shares and Company Warrants as part of the Rule 145(a) transaction, in each case, if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the EGM of the SPAC Shareholders at which the SPAC Shareholders will be asked to consider and vote upon proposals to adopt and approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, by the approval and adoption of the Business Combination Proposal, Merger Proposal, Advisory Organizational Documents Proposals, Incentive Plan Proposal, and the Adjournment Proposal (if presented for a vote).

This document also contains a resale prospectus with respect to the resale by the Selling Shareholders as described in the section entitled “Selling Shareholders,” of up to 12,944,118 PubCo Ordinary Shares to be received by such Selling Shareholders in the Business Combination. The Selling Shareholders may sell all, some or none of such PubCo Ordinary Shares. PubCo will not receive any proceeds from any such offer or sale by the Selling Shareholders.

The two prospectuses contained in this registration statement (i.e., the primary offering prospectus and the resale prospectus) are substantively identical in all respects, except that the resale prospectus contains a different cover page, a “Selling Shareholder” section and an alternate “Plan of Distribution” section, each of which is set forth in the Alternate Pages.

You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.”

CONVENTIONS WHICH APPLY TO THIS PROXY STATEMENT/PROSPECTUS

In this proxy statement/prospectus, unless otherwise specified or the context otherwise requires, “$,” “USD” and “U.S. dollar” each refer to the United States dollar.

The determination of the functional and reporting currency of each group company is based on the primary currency in which the group company operates. The functional currency of the Company’s subsidiaries will generally be U.S. dollars.

FINANCIAL STATEMENT PRESENTATION

PubCo was incorporated on October 8, 2025 for the purpose of effectuating the Business Combination described herein. PubCo has no material assets or liabilities and does not operate any businesses. This Registration Statement/Proxy Statement contains:

•        the audited consolidated financial statements of SPAC as of December 31, 2025 and December 31, 2024 and for the year ended December 31, 2025 and for the period from May 31, 2024 (inception) to December 31, 2024;

•        the unaudited condensed consolidated financial statements of SPAC as of and for the three months ended March 31, 2026 and 2025;

•        the audited consolidated financial statements of GOWell for the years ended December 31, 2025, and December 31, 2024; and

•        the audited financial statements of PubCo for the period from October 8, 2025 (inception) through December 31, 2025.

IMPORTANT INFORMATION ABOUT GAAP AND IFRS

The SPAC’s financial statements included in this proxy statement/prospectus have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC.

GOWell’s audited financial statements included in this proxy statement/prospectus have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). Presentation of financial information in accordance with IFRS requires GOWell’s management to make various estimates and assumptions which may impact the values shown in the financial statements and the respective notes thereto. The actual values may differ from such assumptions. Further, IFRS differs in certain material respects from GAAP and, as such, GOWell’s financial statements are not comparable to the financial statements of companies prepared in accordance with GAAP. This proxy statement/prospectus does not include any explanation of the principal differences or any reconciliation between IFRS and GAAP.

INDUSTRY AND MARKET DATA

In this proxy statement/prospectus, we present industry data, information and statistics regarding the markets in which the Company competes, as well as publicly available information, industry and general publications and research and studies conducted by third parties. This information is supplemented where necessary with the Company’s own internal estimates and information obtained from discussions with its customers, taking into account publicly available information about other industry participants and Company management’s judgment where information is not publicly available. This information appears in “Information About the Company” “The Company’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other sections of this proxy statement/prospectus.

Industry publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. Although we believe that these third-party sources are reliable, this belief does not guarantee the accuracy or completeness of this information, and we have not independently verified this information. Further, forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under the section entitled “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates. Notwithstanding the foregoing, we are responsible for the disclosure contained in this proxy statement/prospectus.

FREQUENTLY USED TERMS

In this document:

“2026 EBITDA Target” means $35,000,000.

“2027 EBITDA Target” means $50,000,000.

“2028 EBITDA Target” means $70,000,000.

“25% Redemptions Scenario” means the redemption scenario which assumes that Public Shareholders holding 2,156,250 SPAC Class A Shares will exercise their redemption rights for $22.7 million upon consummation of the Business Combination at a Redemption Price of approximately $10.54 per share estimated as of June 30, 2026, or 25% of the Public Shares issued and outstanding.

“50% Redemptions Scenario” means the redemption scenario which assumes that Public Shareholders holding 4,312,500 SPAC Class A Shares will exercise their redemption rights for $45.5 million upon consummation of the Business Combination at a Redemption Price of approximately $10.54 per share estimated as of June 30, 2026, or 50% of the Public Shares issued and outstanding.

“75% Redemptions Scenario” means the redemption scenario which assumes that Public Shareholders holding 6,468,750 SPAC Class A Shares will exercise their redemption rights for $68.2 million upon consummation of the Business Combination at a Redemption Price of approximately $10.54 per share estimated as of June 30, 2026, or 75% of the Public Shares issued and outstanding.

“A&R Letter Agreement” means the amended and restated letter agreement, dated September 9, 2025, by and among the SPAC, Prior Sponsor, New Sponsor, and certain Insiders.

“Accrued Value” means (x) the aggregate amount, including any nominal value and any premium, paid or deemed to be paid to GOWell by or on behalf of the applicable Company Preferred Shareholder in connection with the issuance of such Company Preferred Share, and (y) any unpaid arrears of dividends or other amounts payable (including PIK dividends) in respect of such Company Preferred Share.

“Business Combination Agreement” means the Business Combination Agreement, dated October 13, 2025, by and among SPAC, GOWell, PubCo and Merger Sub, as amended on December 22, 2025 and July 13, 2026.

“Cayman Companies Act” means the Companies Act of the Cayman Islands (As Revised).

“Closing” means the closing of the Transactions.

“Closing PIPE Investor” means the investor named in the Closing PIPE Subscription Agreement.

“Closing PIPE Subscription Agreement” means the subscription agreement, dated October 13, 2025, by and between GOWell and the Closing PIPE Investor.

“Closing Proceeds” means the sum, without duplication, of (a) the funds contained in the Trust Account after giving effect to the Redemptions, (b) any cash on the SPAC’s balance sheet immediately prior to the Closing, (c) the aggregate amount of gross proceeds actually received by the GOWell or PubCo (as applicable) from the PIPE Investments and (d) without duplication of any amounts in clause (c), the aggregate amount of gross proceeds set forth in any term sheets related to potential PIPE investments

“Code” means the U.S. Internal Revenue Code of 1986.

“Cohen” means Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC.

“Company Articles” means the Company’s second amended and restated memorandum and articles of association in effect immediately prior to the Second Merger.

“Company Consideration Shares” means the quotient obtained from dividing the Initial Merger Consideration by the Redemption Price (subject to a cap of $10.50 per share).

“Company Ordinary Share” means an ordinary share, par value $0.0001 per share, of GOWell.

“Company Preferred Share” means each Series A redeemable preference share, par value $0.0001 per share, of GOWell.

“Company Preferred Shareholder” means a holder of Company Preferred Shares.

“Company Restricted Share” means each Company Ordinary Share subject to vesting, forfeiture or other restrictions.

“Company Shareholder Approval” means the approval and adoption of the Business Combination Agreement and the Transactions by requisite vote of Company’s shareholders.

“Company Shareholder Lock-Up Agreement” means the lock-up agreement to be entered into by and between PubCo and the GOWell Shareholder at Closing.

“Company Subject Securities” means the Company Ordinary Shares held by the GOWell Shareholder (together with any other equity securities thereafter acquired by the GOWell Shareholder).

“Company Support Agreement” means the support agreement, dated October 13, 2025, by and among the GOWell Shareholder, SPAC, GOWell and PubCo.

“Company Warrant” means each warrant to purchase Company Ordinary Shares.

“completion window” means up to August 14, 2026, which date is 18 months from the consummation of the IPO, and which date may be extended through a shareholder-approved amendment to the SPAC Articles.

“Condition Precedent Proposals” means, collectively, the Business Combination Proposal and Merger Proposal.

“DEC” means Deformation & Eccentricity Tool for measuring casing deformation and tubing eccentricity.

“E&P” means Exploration and Production companies.

“Earnout Shares” means the aggregate of 20,000,000 additional PubCo Ordinary Shares which may be issued to the GOWell Shareholder and the New Sponsor, or their successors or assigns, subject to equitable adjustment.

“ePDT” means Enhanced Pipe Detection Tool for detecting multiple layers of casing without shutting down production.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Ratio” means the quotient obtained by dividing the Company Consideration Shares by the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time.

“First Merger” means the merger of SPAC 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.

“First Merger Effective Time” means the effective time of the First Merger.

“GallopStar” means GOWell’s modular open-hole data acquisition system and associated logging tools.

“General Lock-Up Period” means the period commencing from the Closing Date until the date that is the earlier of (x) six months after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property.

“General Lock-Up Securities” means the PubCo Ordinary Shares issued to the Sponsors or Insiders in exchange for the SPAC Class A Shares and SPAC Class B Shares held by the Sponsors (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions).

“GOWell” means GOWell Technology Limited, a Cayman Islands exempted company.

“GOWell Shareholder” means Hegro Well PTE. Ltd, a private company organized and existing under the Laws of Singapore and a wholly owned subsidiary of Xi’an Gewei Petroleum Equipment Co., Ltd., which is controlled by Mr. Xi Zhang.

“GOWell Lock-Up Period” means the period commencing on the Closing Date and ending on the earlier of (i) the date that is six (6) months after the Closing Date and (ii) the date following the Closing on which PubCo consummates a liquidation, merger, capital share exchange, reorganization or other similar transaction in which all shareholders have the right to exchange their shares for cash, securities or other property.

“Holder” means the GOWell Shareholder, Sponsors, Representatives, the PIPE Investors and other parties signatory to the New Registration Rights Agreement.

“IFRS” means the International Financial Reporting Standards.

“Indemnification Agreement” means the indemnification agreement, dated September 9, 2025, by and between the SPAC and the New Sponsor.

“Initial Merger Consideration” means $300,000,000.

“Insiders” means shareholders of SPAC who are members of the SPAC Board and/or management team.

“IPO” means the initial public offering of SPAC, which was consummated on February 14, 2025.

“Maximum Redemptions Scenario” means the redemption scenario which assumes that Public Shareholders holding 8,625,000 SPAC Class A Shares will exercise their redemption rights for $90,390,000 upon consummation of the Business Combination at a Redemption Price of approximately $10.54 per share estimated as of June 30, 2026, or 100% of the Public Shares issued and outstanding.

“Mergers” means, collectively, the First Merger and Second Merger.

“Merger Sub” means IPCV Merger Sub Limited, a Cayman Islands exempted company and direct wholly-owned subsidiary of SPAC.

“Merger Sub Share” means an ordinary share, par value $1.00 per share, of Merger Sub.

“Minimum Cash Condition” means the condition that the Closing Proceeds shall equal or exceed $50,000,000 at any time prior to the Closing.

“Newbridge” means Newbridge Securities Corporation.

“New Registration Rights Agreement” means the Registration Rights Agreement to be entered into by and among PubCo, the GOWell Shareholder, the Sponsors, Representatives, SPAC, the PIPE Investors, and other parties signatory thereto, at Closing.

“New Sponsor” means Inflection Point Fund I LP.

“No Redemptions Scenario” means the redemption scenario which assumes that no Public Shareholders exercise their redemption rights with respect to their Public Shares.

“OFS” means Oilfield Service companies that purchase or lease logging equipment from providers and package it into broader oil and gas service offerings.

“PIPE Investments” means the investments made pursuant to the Signing PIPE Subscription Agreement and Closing PIPE Subscription Agreement.

“PegasusStar” means GOWell’s modular cased-hole data acquisition system and associated logging tools.

“PIPE Investors” means, collectively, the Closing PIPE Investor and the New Sponsor.

“Prior Sponsor” means Maywood Sponsor, LLC, a Delaware limited liability company.

“Private Placement Lock-Up Period” means the period commencing from the Closing Date until the date that is the earliest of (x) 30 days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital share exchange, reorganization or other similar transaction that results in all of its shareholders having the right to exchange their shares of common stock for cash, securities or other property.

“Private Placement Lock-Up Securities” means the PubCo Ordinary Shares issued to the Prior Sponsor and Representatives pursuant to the terms of the Business Combination Agreement in exchange for the Private Placement Securities (as defined below) following the Unit Separation (together with any dividends or distributions with respect to such securities or into which such securities are changed or exchanged or which are received in any recapitalization, share exchange, share conversion or similar transactions).

“Private Placement Units” means the 125,000 and 140,625 SPAC Units purchased by the Sponsor and Representatives, respectively, at $10.00 per unit in a private placement that occurred simultaneously with the closing of the IPO.

“Promissory Note” means the unsecured non-convertible promissory note, dated February 12, 2025, as amended on January 7, 2026 and April 2, 2026, to increase the aggregate principal amount of the unsecured non-convertible promissory note to $800,000 to reflect $300,000 of additional advances made by the New Sponsor to SPAC for working capital. The Promissory Note is non-interest bearing and repayable in cash, with respect to the initial $500,000 Sponsor Loan, only upon the closing of the SPAC’s initial business combination and, with respect to the additional $300,000 of loans, upon the earlier of the closing of the SPAC’s initial business combination and its liquidation. The Promissory Note may not be prepaid and no proceeds held in the Trust Account would be used to repay the Promissory Note.

“PubCo” means GOWell Energy Technology, a Cayman Islands exempted company.

“PubCo A&R Articles” means the amended and restated memorandum and articles of association of PubCo to be adopted in connection with the consummation of the Business Combination.

“PubCo Ordinary Share” means an ordinary share of a par value of $0.0001 per share of PubCo.

“PubCo Preferred Share” means a series A redeemable preference share of a par value of $0.0001 per share of PubCo.

“PubCo Restricted Share” means a PubCo Ordinary Share subject to vesting, forfeiture or other restrictions.

“PubCo Warrant” means a warrant exercisable for PubCo Ordinary Shares at an initial exercise price of $12.00 per share.

“PubCo Sole Shareholder” means the sole shareholder of PubCo in the register of members of PubCo.

“Public Rights” means the 8,625,000 SPAC Rights offered as part of the SPAC Units in the IPO.

“Public Shareholders” means the holders of Public Shares.

“Public Shares” means the 8,625,000 SPAC Class A Shares offered as part of the SPAC Units in the IPO.

“Record Date” means June 30, 2026.

“Redemptions” means the redemption of SPAC Class A Shares issued as part of the SPAC Units issued in the IPO that are validly submitted for redemption and not withdrawn.

“Redemption Price” means the price at which each Public Share may be redeemed. For purposes of calculating the Exchange Ratio pursuant to the Business Combination Agreement, the Redemption Price is subject to a cap of $10.50 per share. No such cap will apply to redemptions by Public Shareholders.

“Registrable Securities” means, with respect to the New Registration Rights Agreement, the PubCo Ordinary Shares held by a Holder immediately following the Closing, any PubCo Ordinary Shares that may be acquired upon the exercise, conversion, or redemption of any derivative security held by a Holder immediately following the Closing, any equity securities that are “restricted securities” or held by an “affiliate” (each as defined in Rule 144 under the Securities Act), any of the PubCo Restricted Shares which were granted to Holders, and any other equity security issued in a share dividend, share split, or similar transaction.

“Representatives” means, collectively, Cohen and Seaport.

“Retained Shares” means the 2,028,750 Founder Shares retained and converted into SPAC Class A Shares by the Prior Sponsor after the Sponsor Transaction.

“Seaport” means Seaport Global Securities LLC.

“Second Merger” means the merger of Merger Sub 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.

“Second Merger Effective Time” means the effective time of the Second Merger.

“Securities Act” means the Securities Act of 1933, as amended.

“Shelf Registration Statement” means a shelf registration statement on Form F-1.

“Signing PIPE Securities” means the Company Preferred Shares and Company Warrants purchased by the New Sponsor from GOWell pursuant to the Signing PIPE Subscription Agreement.

“Signing PIPE Subscription Agreement” means the subscription agreement, dated October 13, 2025, by and between GOWell land the New Sponsor.

“SPAC” means Inflection Point Acquisition Corp. V, a Cayman Islands exempted company.

“SPAC Articles” means the third amended and restated memorandum and articles of association of SPAC.

“SPAC Board” means the board of directors of SPAC.

“SPAC Class A Share” means a Class A ordinary share, par value $0.0001 per share, of SPAC.

“SPAC Class B Conversion” means the automatic conversion of each SPAC Class B Share that is issued and outstanding into one SPAC Class A Share.

“SPAC Class B Share” means a Class B ordinary share, par value $0.0001 per share, of SPAC.

“SPAC Holders Support Agreement” means the support agreement, dated October 13, 2025, by and among the Sponsors, Representatives, SPAC, GOWell and PubCo.

“SPAC Right” means a right of SPAC, entitling the holder to one-fifth of one SPAC Class A Share upon the completion of SPAC’s initial business combination.

“SPAC Ordinary Shares” means, collectively, the SPAC Class A Shares and SPAC Class B Shares.

“SPAC Shareholder” means a holder of SPAC Ordinary Shares.

“SPAC Shareholder Approval” means the approval and adoption of the Business Combination Agreement, the First Merger and the Transactions by requisite vote of the SPAC Shareholders.

“SPAC Unit” means a unit of SPAC, which consists of one SPAC Class A Share and one SPAC Right.

“Sponsors” means, collectively, the Prior Sponsor and New Sponsor.

“SPAC Lock-Up Agreement” means the lock-up agreement to be entered into at Closing, by and among the Sponsors, Representatives and Insiders.

“Sponsor Loan” means the loan evidenced by the Promissory Note.

“Sponsor Transaction” means the sale by the Prior Sponsor to the New Sponsor of 990,000 Founder Shares for an aggregate purchase price of $1,300,000, and the original principal amount of $500,000 outstanding under the Sponsor Loan.

“Subscription Agreements” means, collectively, the Signing PIPE Subscription Agreement and Closing PIPE Subscription Agreement.

“Trust Account” means the trust account established in connection with the IPO.

“TTCE” means Through-Tubing Cement Evaluation tool that enables thru-tubing data logging for evaluating cement behind casing without pulling tubing.

“Unit Separation” means the separation of the SPAC Units into SPAC Class A Shares and SPAC Rights.

“ViewWell™” means GOWell’s proprietary software platform for well integrity analysis, data visualization, and interpretation.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE EXTRAORDINARY GENERAL MEETING

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the EGM, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to SPAC’s shareholders. SPAC urges shareholders to read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the EGM, which will be held virtually at 10:00 a.m., Eastern Time, on September 3, 2026. The EGM will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/inflectionpointacquisitionv/bc2026. For the purposes of Cayman Islands law and the SPAC Articles,”), the physical location of the EGM will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. To participate in the EGM online, visit and enter the 12-digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the EGM, as described in this proxy statement/prospectus.

Q.     Why am I receiving this proxy statement/prospectus?

A.     You are receiving this proxy statement/prospectus because you are a SPAC Shareholder and you are entitled to vote at the EGM to approve the matters set forth herein. This document serves as:

•        a proxy statement of SPAC to solicit proxies for the EGM to vote on the proposals set forth herein;

•        a prospectus of PubCo to offer PubCo Ordinary Shares, PubCo Preferred Shares, and PubCo Warrants to SPAC Shareholders in the Business Combination; and

•        a resale prospectus of the Selling Shareholders with respect to the resale of PubCo Ordinary Shares to be received by them in the Business Combination.

SPAC Shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve and adopt the Business Combination Agreement and approve the Business Combination. The Business Combination Agreement provides that, among other things, SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company and after the First Merger Effective Time, 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. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal” for more detail.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, which is incorporated by reference into this proxy statement/prospectus, and you are encouraged to read it in its entirety.

In connection with the completion of the Business Combination, SPAC will provide its Public Shareholders the opportunity to redeem their Public Shares on the terms and conditions set forth in the Business Combination Agreement and the SPAC Articles.

THE VOTE OF PUBLIC SHAREHOLDERS IS IMPORTANT. PUBLIC SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF SPAC AND GOWELL, CAREFULLY AND IN ITS ENTIRETY.

Q.     What proposals are shareholders of SPAC being asked to vote upon?

A.     At the EGM, SPAC is asking holders of SPAC Ordinary Shares to consider and vote upon:

•        The Business Combination Proposal;

•        The Merger Proposal;

•        The Advisory Organizational Documents Proposals;

•        The Incentive Plan Proposal; and

•        The Adjournment Proposal, if presented.

If SPAC’s shareholders do not approve each of the Condition Precedent Proposals, then the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal” and “Proposal No. 2 — The Merger Proposal”.

SPAC will hold the EGM to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the EGM. Shareholders of SPAC should read it carefully.

After careful consideration, the SPAC Board has determined that each of (a) the Business Combination Proposal, (b) the Merger Proposal, (c) the Advisory Organizational Proposals, (d) the Incentive Plan Proposal, and (e) the Adjournment Proposal, if presented, are advisable and in the best interests of SPAC and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of SPAC’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is advisable and in the best interests of SPAC and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, SPAC’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination — Interests of Certain SPAC Persons in the Business Combination” for a further discussion of these considerations.

Q.     Are the proposals conditioned on one another?

A.     Yes. The Business Combination is conditioned on the approval of each of the Business Combination Proposal and the Merger Proposal at the EGM, which we refer to herein as the Condition Precedent Proposals. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals and the Incentive Plan Proposal are conditioned upon the approval of the Business Combination Proposal and Merger Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

Q:     I am a holder of Public Shares. Why am I receiving this proxy statement/prospectus?

A:     Upon consummation of the Business Combination, and without any action on the part of any party or any other person, each outstanding SPAC Class A Share (excluding Public Shares validly submitted for redemption) will be cancelled and exchanged for one PubCo Ordinary Share. This proxy statement/prospectus includes important information about PubCo and the business of PubCo and its subsidiaries following consummation of the Business Combination. SPAC urges you to read the information contained in this proxy statement/prospectus carefully.

Q:     I am a holder of Public Rights. Why am I receiving this proxy statement/prospectus?

A:     This proxy statement/prospectus includes important information about SPAC, GOWell and the business of PubCo following consummation of the Business Combination. As holders of SPAC Rights will be entitled to receive PubCo Ordinary Shares upon consummation of the Business Combination on the terms set forth below, SPAC urges you to read the information contained in this proxy statement/prospectus carefully.

Subject to the terms set forth below, each SPAC Right that is issued and outstanding will be automatically exchanged for one-fifth of one SPAC Class A Share, with all fractional shares rounded down. Following the exchange of the SPAC Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share upon consummation of the Business Combination. The exchange of your SPAC Rights will occur even if the holder of such SPAC Right(s) redeemed all Public Shares held by him, her or it in connection with the Business Combination.

No additional consideration will be required to be paid by a holder of SPAC Rights in order to receive his, her or its additional PubCo Ordinary Shares upon consummation of the Business Combination. The shares issuable upon exchange of the SPAC Rights will be freely tradable (except to the extent held by affiliates of PubCo).

Promptly upon the consummation of the Business Combination, we will direct registered holders of the SPAC Rights to return their SPAC Rights to Continental, our Rights Agent. Upon receipt of the SPAC Rights, the Rights Agent will issue to the registered holder of such SPAC Right(s) the number of full PubCo Ordinary Shares to which he, she or it is entitled.

We will not issue any fractional shares upon the exchange of the SPAC Rights, and no cash will be payable in lieu thereof. As a result, a holder must have five SPAC Rights to receive one SPAC Class A Ordinary Share, which will in turn be exchanged for one PubCo Ordinary Share at the Closing. In the event that any holder would otherwise be entitled to any fractional share upon exchange of his, her or its SPAC Rights, we will round down any entitlement to receive PubCo Ordinary Shares to the nearest whole share (and in effect extinguishing any fractional entitlement). Any rounding down and extinguishment may be done with or without any in lieu cash payment or other compensation being made to the holder of the relevant SPAC Rights.

Q.     Why is SPAC proposing the Business Combination?

A.     SPAC was incorporated to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities. GOWell is an international company that provides a wide range of innovative well logging technologies and distributed sensing solutions for energy companies globally. GOWell maintains a multi-disciplinary research and development team with a robust patent portfolio of technology aimed to solve complex industry challenges. GOWell’s solutions can be applied to a wide range of wells from traditional energy to energy transition. GOWell has a global, diverse customer base with long-term relationships with the key major oilfield service companies and operators in the energy sector.

Based on SPAC’s due diligence investigations of GOWell and the industry in which it operates, including the financial and other information provided by GOWell in the course of SPAC’s due diligence investigations, the SPAC Board believes that the Business Combination with GOWell is advisable and in the best interests of SPAC and its shareholders. However, there is no assurance of this. Although the SPAC Board believes that the Business Combination with GOWell presents a unique business combination opportunity and is advisable and in the best interests of SPAC and its shareholders, the SPAC Board did consider certain potentially material negative factors in arriving at that conclusion. The positive and negative factors considered by the SPAC Board are discussed in greater detail in the section entitled “The Business Combination — The SPAC Board’s Reasons for the Approval of the Business Combination”, of this proxy statement/prospectus as well as in the section of this proxy statement/prospectus entitled “Risk Factors”.

Q.     What will happen in the Business Combination?

A.     The Business Combination is structured as follows:

Prior to the First Merger Effective Time:

(i)     each SPAC Unit that is issued and outstanding at such time shall be automatically detached into one SPAC Class A Share and one SPAC Right;

(ii)    each SPAC Class B Share that is issued and outstanding at such time shall be automatically converted into one SPAC Class A Share; and

(iii)   each SPAC Right that is issued and outstanding at such time shall be automatically converted into one-fifth of one SPAC Class A Share (provided, that if a holder of SPAC Rights would be entitled to receive a fraction of a SPAC Class A Share upon the Rights Conversion, the number of SPAC Class A Shares issued to such holder upon the Rights Conversion will be rounded down to the nearest whole number of SPAC Class A Shares without cash settlement for such rounded fraction).

At the First Merger Effective Time, by virtue of the First Merger and without any action on the part of any party or the holders of securities of SPAC or PubCo:

(iv)   each SPAC Class A Share (including the SPAC Class A Shares issued upon the Unit Separation, SPAC Class B Conversion, and upon exchange of the SPAC Rights, but not including any treasury shares, dissenting shares and Public Shares validly submitted for redemption and not withdrawn), which is issued and outstanding immediately prior to the First Merger Effective Time, shall be converted into the right to receive one PubCo Ordinary Share; and

(v)    each PubCo Ordinary Share that is issued and outstanding immediately prior to the First Merger Effective Time all of which shall be standing in the name of the PubCo Sole Shareholder in the register of members of PubCo shall be irrevocably surrendered by the PubCo Sole Shareholder to PubCo for cancellation and for consideration equal to the subscription price (if any) that the PubCo Sole Shareholder paid for such PubCo Ordinary Share

The Second Merger is intended to occur at least one Business Day after the First Merger. At the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party of the holders of securities of the Company or PubCo:

(vi)   each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of PubCo Ordinary Shares equal to the Exchange Ratio. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares;

(vii)  each Company Preferred Share that is issued and outstanding immediately prior to the Second Merger Effective Time will be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the Accrued Value, divided by (ii) the Redemption Price;

(viii) each Company Warrant that is issued and outstanding immediately prior to the Second Merger Effective Time that was issued pursuant to a Signing PIPE Subscription Agreement or Closing PIPE Subscription Agreement, will be converted into the right to receive a PubCo Warrant exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5;

(ix)   each Company Restricted Share that is outstanding and unvested immediately prior to the Second Merger Effective Time will automatically be assumed and converted into one PubCo Restricted Share on the same terms and conditions as are in effect with respect to each such award of Company Restricted Shares immediately prior to the Second Merger Effective Time; and

(x)    each Merger Sub Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into and become one validly issued, fully paid and non-assessable ordinary share of the Second Surviving Company.

The GOWell Shareholder will receive 28,571,430 PubCo Ordinary Shares at the Second Merger Effective Time, which was calculated, for illustrative purposes, using an estimated Redemption Price of $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). In addition to the Company Consideration Shares, following the Closing, PubCo will issue to the GOWell Shareholder and the New Sponsor, or their successors and assigns, their allocable portion of up to an aggregate of 20,000,000 Earnout Shares in three tranches respectively, if PubCo and its subsidiaries achieve the following EBITDA targets, on a consolidated basis, for the fiscal year then ended, as reported by PubCo in its annual report filed with the SEC:

•        2026 EBITDA (x) equal to or greater than 80% of the 2026 EBITDA Target but less than 90% of the 2026 EBITDA Target, a one-time issuance of 2,890,000 Earnout Shares, (y) equal to or greater than 90% of the 2026 EBITDA Target but less than 100% of the 2026 EBITDA Target, a one-time issuance of 3,330,000 Earnout Shares, or (z) equal to or greater than 100% of the 2026 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares;

•        2027 EBITDA (x) equal to or greater than 80% of the 2027 EBITDA Target but less than 90% of the 2027 EBITDA Target, a one-time issuance of 4,330,000 Earnout Shares, (y) equal to or greater than 90% of the 2027 EBITDA Target but less than 100% of the 2027 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares, or (z) equal to or greater than 100% of the 2027 EBITDA Target, a one-time issuance of 7,500,000 Earnout Shares; and

•        2028 EBITDA (x) equal to or greater than 80% of the 2028 EBITDA Target but less than 90% of the 2028 EBITDA Target, a one-time issuance of 4,330,000 Earnout Shares, (y) equal to or greater than 90% of the 2028 EBITDA Target but less than 100% of the 2028 EBITDA Target, a one-time issuance of 5,000,000 Earnout Shares, or (z) equal to or greater than 100% of the 2028 EBITDA Target, a one-time issuance of 7,500,000 Earnout Shares.

Additionally, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to certain of the officers and directors of SPAC as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will automatically be assumed and converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up.

Q.     What are the reasons for the structure and timing of the Business Combination and the PIPE Investments?

A.     SPAC was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. In the second half of 2025, Inflection Point principals Michael Blitzer and Kevin Shannon assumed leadership of SPAC, with Mr. Blitzer appointed Chairman and Chief Executive Officer and Mr. Shannon appointed Chief Operating Officer. Zikang Wu, a member of the original SPAC management team, remained in place as Chief Financial Officer and a member of the SPAC Board. In connection with the leadership transition, two new independent directors, William Denkin and Steven Tannenbaum, were added to the SPAC Board, and all other members of the prior management team resigned. In January 2026, a third independent director, Carolyn Trabuo, was added to the SPAC Board.

Inflection Point’s initial engagement with GOWell occurred during the target search process of Inflection Point Acquisition Corp. II (“IPXX”) in late 2023. In March 2024, GOWell decided to discontinue negotiations to pursue a potential business combination at that time and instead pursue other sources of potential financing. However, GOWell and Inflection Point remained in periodic contact thereafter. In May 2025, Mike Reed, Chief Financial Officer of GOWell, emailed the Inflection Point team to re-engage on the possibility of pursuing a business combination in light of improved market conditions. This outreach catalyzed the discussions initially with Inflection Point Acquisition Corp. III (“IPCX”). However, given IPCX’s uncertainty of the actionability and timeline of the GOWell opportunity at that time and other time-sensitive opportunities, IPCX entered into exclusivity and eventually signed a business combination agreement with Air Water Ventures Limited. In July 2025, members of the New Sponsor explored the potential acquisition of an existing SPAC to facilitate the Business Combination with GOWell. In September 2025, the New Sponsor assumed leadership of SPAC following the Sponsor Transaction, which eventually led to the Business Combination Agreement between GOWell and SPAC. There was no agreement, arrangement, or understanding between New Sponsor and SPAC, or its or their officers, directors, or affiliates, with respect to determining whether to proceed with the Business Combination with GOWell or any other initial business combination. The terms of the Business Combination Agreement are the result of negotiations between the representatives of SPAC and GOWell, each in consultation with its advisors, which occurred between July 2025 and October 2025.

In connection with the transactions contemplated by the Business Combination Agreement, GOWell entered into (i) the Signing PIPE Subscription Agreement with the New Sponsor, pursuant to which New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the execution of the Business Combination Agreement and (ii) the Closing PIPE Subscription Agreement with the Closing PIPE Investor, pursuant to which the Closing PIPE Investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time. Such PIPE securities will be converted into securities of PubCo as part of the Business Combination as follows: at the Second Merger Effective Time, the Company Preferred Shares will be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the Accrued Value, divided by (ii) the Redemption Price, and the Company Warrants will be converted into the right to receive PubCo Warrants exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5.

As contemplated by the Business Combination Agreement, the structure and timing of the Business Combination and the PIPE Investments was determined and agreed by the parties in light of general business considerations weighing in favor of consummating the transaction promptly and the deadline for SPAC to complete an initial business combination pursuant to the SPAC Articles.

For more information, see “The Business Combination — Background of the Business Combination.”

Q.     What will the GOWell Shareholder receive in connection with the Business Combination?

A.     Pursuant to the Business Combination Agreement, at the Second Merger Effective Time, by virtue of the Second Merger and without any action on the part of any party of the holders of securities of the Company or PubCo, each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 by (y) the Redemption Price; divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares.

Q.     What equity stake will current SPAC Shareholders and the GOWell Shareholder hold in PubCo immediately after the consummation of the Business Combination?

A.     Upon consummation of the Business Combination, the post-Closing share ownership of PubCo under (1) the No Redemptions Scenario, (2) the 25% Redemptions Scenario, (3) the 50% Redemptions Scenario, (4) the 75% Redemptions Scenario and (5) the Maximum Redemptions Scenario would be as follows:

____________

(1)      Represents the unredeemed Public Shares in a variety of redemption scenarios. Assumes the redemption of (i) 0 Public Shares in the No Redemptions Scenario, (ii) 2,156,250 Public Shares in the 25% Redemptions Scenario, (iii) 4,312,500 Public Shares in the 50% Redemptions Scenario, (iv) 6,468,750 Public Shares in the 75% Redemptions Scenario, and (v) all 8,625,00 Public Shares in the Maximum Redemptions Scenario, representing the redemption of 100% of the Public Shares.

(2)      Represents the conversion of 8,625,000 Public Rights into 1,725,000 SPAC Class A Shares, with all fractional shares rounded down. Following the exchange of the Public Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(3)      Represents the SPAC Class B Shares held by the New Sponsor. Prior to the First Merger Effective Time, each SPAC Class B Share that is issued and outstanding at such time shall be automatically converted into one SPAC Class A Share. Following the SPAC Class B Conversion, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(4)      Represents the SPAC Class A Shares retained by Prior Sponsor following the Sponsor Transaction. At the SPAC Merger Effective Time, each whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share.

(5)      Prior Sponsor and Representatives purchased 125,000 and 140,625 Private Placement Units, respectively, in a private placement that closed simultaneously with the IPO. Prior to the SPAC Merger Effective Time, the Unit Separation will occur, whereby each SPAC Unit that is issued and outstanding at such time shall be automatically detached into one SPAC Class A Share and one SPAC Right. Then, each SPAC Right will be exchanged for one-fifth of one SPAC Class A Share, with all fractional shares rounded down. Following the Unit Separation and the exchange of the Public Rights, each resulting whole SPAC Class A Share will be cancelled and exchanged for one PubCo Ordinary Share at the First Merger Effective Time.

(6)      Reflects the 4,481,250 PubCo Restricted Shares to be issued to officers and directors of SPAC as of the Closing pursuant to the terms of the Business Combination Agreement.

(7)      The GOWell Shareholder holds 100% of all outstanding Company Ordinary Shares as of the date of this proxy statement/prospectus. At the Second Merger Effective Time, each Company Ordinary Share that is issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive a number of PubCo Ordinary Shares equal to (i) that number of PubCo Ordinary Shares determined by dividing (x) $300,000,000 by (y) the Redemption Price; divided by (ii) the total number of Company Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time. For illustrative purposes, the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026). Accordingly, the number of Company Consideration Shares is estimated to be 28,571,430 PubCo Ordinary Shares.

(8)      Assumes that PubCo issues the maximum number of Earnout Shares to the GOWell Shareholder and New Sponsor under the Business Combination Agreement due to PubCo and its subsidiaries achieving the 2026 EBITDA Target, 2027 EBITDA Target and 2028 EBITDA Target. The allocation of such Earnout Shares among the GOWell Shareholder and New Sponsor, or their respective designees and assigns, will be mutually determined.

(9)      Represents PubCo Ordinary Shares underlying PubCo Preferred Shares. At the Second Merger Effective Time, the Company Preferred Shares will be converted into the right to receive a number of PubCo Preferred Shares equal to (i) the Accrued Value, divided by (ii) the Redemption Price. For illustrative purposes, the Accrued Value is estimated to be $84,705,882 and the Redemption Price is estimated to be $10.50 (representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026), resulting in the issuance of 8,067,227 PubCo Preferred Shares. Further assumes the conversion in full of all PubCo Preferred Shares, pursuant to their terms, into an aggregate of 7,058,824 PubCo Ordinary Shares.

(10)    Represents PubCo Ordinary Shares underlying PubCo Warrants. At the Second Merger Effective Time, the Company Warrants will be converted into the right to receive PubCo Warrants exercisable for a number of PubCo Ordinary Shares equal to the product of (A) the quotient of (x) the aggregate Stated Value (as such term is defined in the Company Articles) attributable to the applicable PIPE Investor’s Company Preferred Shares immediately prior to the Second Merger, divided by (y) the Conversion Price (as such term is defined in the Company Articles) applicable to such Company Preferred Share, multiplied by (B) 0.5. For illustrative purposes, assumes the exercise of all such PubCo Warrants for cash at a cash exercise price of $12.00.

Share ownership presented in the table above is only presented for illustrative purposes and does not necessarily reflect what PubCo’s share ownership will be after the Closing. SPAC and GOWell cannot predict how many of the Public Shareholders will exercise their right to have their Public Shares redeemed for cash. As a result, the redemption amount and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above, and therefore the ownership percentages of Public Shareholders may also differ if the actual redemptions are different from these assumptions. The Public Shareholders that do not elect to redeem their Public Shares will experience immediate dilution as a result of the Business Combination. The Public Shareholders currently own approximately 72.4% of the issued and outstanding SPAC Ordinary Shares. As noted in the above table, even if no Public Shareholders redeem their Public Shares in the Business Combination, the Public Shareholders’ ownership will decrease from approximately 72.4% of the SPAC Ordinary Shares prior to the Business Combination to owning approximately 18.5% of the total outstanding PubCo Ordinary Shares at the Closing (without giving effect to dilutive securities). As redemptions increase, the overall percentage ownership held by the Sponsors, Representatives, the GOWell Shareholder, and the PIPE Investors will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders. The table excludes PubCo Ordinary Shares that will be available for issuance under the PubCo Incentive Plan, as such shares will not be outstanding as of the Closing Date and does not include transaction bonus awards and equity incentives which may be issued to GOWell executives, as the amount, timing, and other terms of such grants have not yet been determined. Additionally, assumes no Working Capital Loans are outstanding and

that the Sponsor Loan is repaid in cash in accordance with its terms. For more information about the consideration to be received in the Business Combination, these scenarios, and the underlying assumptions, see “Unaudited Pro Forma Combined Financial Information.” See also “Risk Factors — The SPAC’s shareholders will experience dilution due to the issuance of PubCo Ordinary Shares and securities convertible into PubCo Ordinary Shares in the Business Combination and PIPE Investments.”

Q.     How has the announcement of the Business Combination affected the trading price of the SPAC securities?

A.     On October 10, 2025, the last trading date prior to the public announcement of the Business Combination, SPAC Units, SPAC Class A Shares and SPAC Rights closed at $10.65, $10.36 and $0.72, respectively. As of August 10, 2026, the last practicable trading day prior to the date of this proxy statement/prospectus, the closing price for the SPAC Units, SPAC Class A Shares and SPAC Rights was $11.05, $10.57 and $0.46, respectively.

Q.     What amendments will be made to the SPAC Articles?

A.     The consummation of the Business Combination is conditioned on, among other things, the First Merger, pursuant to which SPAC will merge with and into PubCo, as a result of which the separate corporate existence of SPAC will cease and PubCo will continue as the surviving company. As such, upon consummation of the Business Combination, PubCo will be governed by the PubCo A&R Articles, which will be substantially in the form set forth in Annex C to this proxy statement/prospectus. Accordingly, in addition to voting on the Business Combination and the First Merger, SPAC Shareholders are also being asked to consider and vote upon the following material differences between the SPAC Articles and the PubCo A&R Articles pursuant to the Advisory Organizational Documents Proposals:

•        Proposal No. 3A — Authorized Share Capital — Under the PubCo A&R Articles PubCo would be authorized to issue 500,000,000 PubCo Shares, consisting of 450,000,000 PubCo Ordinary Shares and 50,000,000 PubCo Preferred Shares.

•        Proposal No. 3B — Action by Written Resolution of Shareholders — The PubCo A&R Articles require shareholders to pass resolutions at an annual or extraordinary general meeting and prohibit shareholders to pass written resolutions in lieu of a meeting.

•        Proposal No. 3C — Number of Directors — The PubCo A&R Articles provide that the minimum number of directors will be one person with a maximum of seven persons; provided, however, that the limits in the number of directors may be increased or reduced by an ordinary resolution, passed by the affirmative vote of holders of a simple majority of the votes cast by shareholders voting in person or by proxy at a general meeting of PubCo.

•        Proposal No. 3D — Election, Vacancy and Removal of Directors — The PubCo A&R Articles provide that for so long as the GOWell Shareholder, its affiliates and any other shareholders that have entered into an acting-in-concert agreement with the GOWell Shareholder, collectively hold not less than 40% of the then issued and outstanding PubCo Ordinary Shares and PubCo Preferred Shares, the GOWell Shareholder shall have the right to appoint and maintain in office such number of directors as shall constitute 50% of the total number of directors on the PubCo Board. Any director so appointed may be removed and replaced at any time by written notice from the GOWell Shareholder to PubCo. A director may otherwise be appointed by a simple majority of the votes cast, in person or by proxy, at a general meeting. Any appointment may be to fill a vacancy or as an additional director.

•        Proposal No. 3E — Requiring Approval of Preferred Holders — The PubCo A&R Articles provide that, for so long as the Inflection Point Entities collectively hold at least 20% of the PubCo Preferred Shares on issue as of the date on which the PubCo A&R Articles are adopted, PubCo shall not take certain actions without the consent of the holders of more than 50%, by number, of the PubCo Preferred Shares in issue, which shall include the consent of Inflection Point Fund I LP.

•        Proposal No. 3F — Blank Check Company Provisions — The PubCo A&R Articles do not contain any blank check company provisions.

Preferred these differences are discussed in greater detail in the sections of this proxy statement/prospectus entitled “Proposal No. 3 — The Advisory Organizational Documents Proposals, “Description of PubCo Securities” and “Comparison of Shareholder Rights.”

Q.     Will GOWell obtain new financing in connection with the Business Combination?

A.     Yes. In connection with entering into the Business Combination Agreement, on October 13, 2025, GOWell entered into (i) the Signing PIPE Subscription Agreement with New Sponsor, pursuant to which New Sponsor agreed to purchase approximately $20 million of Company Preferred Shares and Company Warrants, which transactions were consummated concurrently with the execution of the Business Combination Agreement, and (ii) the Closing PIPE Subscription Agreement with the Closing PIPE Investor, pursuant to which the Closing PIPE Investor agreed to purchase approximately $50 million of Company Preferred Shares and Company Warrants, which transactions will be consummated immediately prior to the Second Merger Effective Time. As previously described, pursuant to the Business Combination Agreement, the Company Preferred Shares and the Company Warrants will convert into PubCo Preferred Shares and PubCo Warrants respectively.

Under the Business Combination Agreement, the obligations of the parties to consummate the Business Combination are subject to the satisfaction or waiver of certain closing conditions of the respective parties, including, without limitation, the closing proceeds equaling no less than $50 million. As of the date of this proxy statement/prospectus, the Minimum Cash Condition is expected to be satisfied based on the anticipated proceeds from the PIPE Investments and through amounts released to us from the Trust Account. However, in the event the Minimum Cash Condition is not satisfied, GOWell and SPAC may, in their discretion, waive the Minimum Cash Condition. If SPAC and GOWell waive the Minimum Cash Condition, SPAC intends to file a Current Report on Form 8-K within four business days of such event, however such condition may be waived at any time prior to the Closing, including after the deadline for submitting redemption requests or the EGM, and, given such timing, you may not be notified before the deadline for submitting redemption requests or the EGM.

See the section of this proxy statement/prospectus entitled “Ancillary Documents — Subscription Agreements”.

Q.     What are the U.S. federal income tax consequences of the First Merger?

A.     Subject to the limitations and qualifications described in “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the First Merger to U.S. Holders” below, the First Merger should qualify as a tax-deferred reorganization within the meaning of Section 368(a)(1)(F) of the Code. In general, if the First Merger so qualifies, a U.S. Holder should not recognize any gain or loss for U.S. federal income tax purposes in connection therewith.

The tax consequences of the First Merger are complex and will depend on your particular circumstances. For a more complete discussion of the U.S. federal income tax considerations of the First Merger, see the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences of the First Merger to U.S. Holders.” If you are a U.S. Holder exchanging SPAC Class A Shares in the First Merger, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q.     What are the U.S. federal income tax consequences of the Second Merger?

A.     At present, the Company is organized outside of the United States and its sole shareholder (other than the PIPE Investors) is Hegro Well PTE. Ltd., which is also organized outside of the United States. Accordingly, the Company does not intend to provide a discussion of the U.S. federal income tax consequences of the Second Merger. Such persons and their beneficial owners should consult with their own tax advisors regarding the U.S. federal, state, local, and non-U.S. tax consequences of the Second Merger.

Q.     Do I have redemption rights?

A.     If you are a Public Shareholder, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they held their Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other Person with whom such Public Shareholder is acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of shares, will be restricted from

redeeming its Public Shares with respect to more than an aggregate of 15% of the then issued Public Shares without the prior consent of SPAC. Accordingly, if a Public Shareholder, alone or acting in concert or as a partnership, limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of shares, seeks to redeem more than 15% of the then issued Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsors have agreed to waive their redemption rights with respect to all of the Founder Shares in connection with the consummation of the Business Combination. No consideration has been or will be paid by PubCo, SPAC or GOWell to the Sponsors in connection with the Sponsors’ agreement to waive their redemption rights. The Founder Shares will be excluded from the pro rata calculation used to determine the Redemption Price.

Q.     How do I exercise my redemption rights?

A.     If you are a Public Shareholder and wish to exercise your right to redeem the Public Shares, you must:

(a)     (i) hold Public Shares or (ii) hold Public Shares through the SPAC Units and elect to separate your the SPAC Units into the underlying Public Shares and Public Rights prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that the SPAC redeem all or a portion of your Public Shares for cash; and

(c)     deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on September 1, 2026 (two business days before the initial scheduled date of the EGM) in order for their Public Shares to be redeemed.

The address of Continental is listed under the question “Who can help answer my questions?” of this proxy statement/prospectus.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $10.54 per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of SPAC’s creditors, if any, which could have priority over the claims of the Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time up to the deadline for submitting redemption requests and thereafter, with SPAC’s consent, until the Closing. If a holder delivers his, her or its Public Shares for redemption to Continental and later decides to withdraw such request prior to the deadline for submitting redemption requests, the holder may request that Continental return the shares (physically or electronically). No request for redemption will be honored unless the shareholder’s certificates for Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to Continental, at least two business days prior to the initial scheduled date of the EGM.

If a Public Shareholder properly makes a request for redemption and the certificates for Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, SPAC will redeem the Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination including interest earned on the Trust Account (such interest shall be net of taxes payable), divided by the number of then issued Public Shares. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank.

If you are a Public Shareholder and you exercise your redemption rights, such exercise will not result in the loss of any SPAC Rights that you may hold.

Q.     If I am a SPAC Rights holder, can I exercise redemption rights with respect to my SPAC Rights?

A.     No. The SPAC Rights holders have no redemption rights with respect to such SPAC Rights.

Assuming that no more than 4,312,500 Public Shares, representing 50% of the outstanding Public Shares issued in connection with the IPO, are redeemed for an aggregate payment of approximately $45.5 million from the Trust Account (based on the approximate balance of the Trust Account as of June 30, 2026) in connection with the Business Combination, which is a potential amount of redemptions, and assuming that each redeeming Public Shareholder holds one SPAC Right for each Public Share being redeemed (representing the number of SPAC Rights included in each SPAC Unit) and using the closing SPAC Rights price on Nasdaq of $0.46 as of August 10, 2026 (the latest practicable trading day before the date of this proxy statement/prospectus), the aggregate fair value of Public Rights that can be retained by redeeming Public Shareholders is approximately $2.0 million. The actual market price of the SPAC Rights may be higher or lower on the date that holders of SPAC Rights seek to sell such SPAC Rights. Additionally, SPAC cannot assure the SPAC Rights holders that they will be able to sell their SPAC Rights in the open market as there may not be sufficient liquidity in such securities when SPAC Rights holders wish to sell their SPAC Rights. Further, while the level of redemptions of Public Shares will not directly change the value of the SPAC Class A Shares issued upon exchange of the SPAC Rights or the PubCo Ordinary Shares issued at the First Merger Effective Time upon the exchange of such SPAC Class A Shares, because the number of outstanding SPAC Rights will not change based on the level of redemptions, as redemptions of Public Shares increase, a holder of PubCo Ordinary Shares issued in respect of the SPAC Rights will ultimately own a greater interest in PubCo because there would be fewer shares outstanding overall.

Q.     How do the SPAC Units offered in SPAC’s IPO differ from the Private Placement Units and what are the related risks for any holders of SPAC Units after the Business Combination?

A.     The Private Placement Units are identical to the units sold in SPAC’s IPO in material terms and provisions, except that so long as they are held by the Prior Sponsor, the Representatives or their respective permitted transferees, the Private Placement Units (including their component securities) (i) may not be transferred, assigned or sold by the holders until the end of the Private Placement Lock-Up Period and (ii) are entitled to registration rights.

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “Material Tax Considerations — Material U.S. Federal Income Tax Considerations to U.S. Holders — Tax Consequences for U.S. Holders Exercising Redemption Rights.” If you are a U.S. Holder (defined below) of SPAC Class A Shares contemplating exercising your redemption rights, you are urged to consult your tax advisor to determine the tax consequences thereof.

Q.     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A.     Following the closing of the IPO (including full exercise of the over-allotment option by the underwriters of the IPO), an amount equal to $86,250,000 ($10.00 per SPAC Unit) of the net proceeds from the IPO and the sale of the Private Placement Units and Sponsor Loan was placed in the Trust Account. As of the Record Date, funds in the Trust Account totaled approximately $90,913,727 and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest 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 SPAC 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; and (iii) the redemption of our Public Shares if we are unable to complete an initial business combination within the completion window, subject to applicable law and as further described herein.

In connection with the Closing, the funds deposited in the Trust Account will be released to pay Public Shareholders who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of PubCo following the Business Combination. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Proposed Transaction”.

Q.     Did the SPAC Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A.     Yes. On October 13, 2025, the SPAC Board received an oral opinion from Newbridge (which was subsequently confirmed in a written opinion) to the effect that, as of such date and based upon and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken, and other matters considered by Newbridge in preparing its opinion, (i) the Initial Merger Consideration to be paid by SPAC in the Merger pursuant to the Business Combination Agreement is fair, from a financial point of view to the SPAC Unaffiliated Shareholders, and (ii) the Transaction has an aggregate fair market value of at least 80.0% of the value of the assets held by SPAC in its Trust Account (excluding deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time the Business Combination Agreement was signed, as more fully described in the subsection “The Business Combination — Opinion of SPAC’s Financial Advisor.” A copy of Newbridge’s opinion is attached hereto as Annex M.

Q.     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     Our Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders is reduced as a result of redemptions by Public Shareholders.

In the event of significant redemptions, with fewer Public Shares and SPAC Public Shareholders, the trading market for PubCo Ordinary Shares may be less liquid than the market for SPAC Class A Shares was prior to the Business Combination, and PubCo may not be able to meet the listing standards for Nasdaq or another national securities exchange.

In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into PubCo’s business will be reduced and PubCo may not be able to achieve its business plans.

The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemption scenarios. This Trust Account value per share includes the per share cost of the deferred underwriting commission of $3,450,000.

____________

(1)      Pursuant to the terms of the Underwriting Agreement, dated February 12, 2025, by and among SPAC, Cohen and Seaport, the Deferred Fee will be paid solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of a Business Combination. As such, no Deferred Fee will paid in the Maximum Redemptions Scenario.

Furthermore, to the extent that Public Shareholders redeem their Public Shares in connection with the Business Combination, their Public Rights will remain issued and outstanding notwithstanding the redemption of their Public Shares. The Prior Sponsor and the Representatives hold an aggregate of 265,625 Private Placement Rights. Following the consummation of the Business Combination, all of the SPAC Rights will become PubCo Shares.

For information on the relative ownership levels of holders of PubCo equity securities following the Business Combination under varying redemption scenarios and the fully diluted relative ownership levels of holders of PubCo equity securities following the Business Combination under varying redemption scenarios, see the question entitled “What equity stake will current SPAC Shareholders and the GOWell Shareholder hold in PubCo immediately after the consummation of the Business Combination?”

Q.     What underwriting fees are payable in connection with the Business Combination?

A.     Pursuant to that certain Underwriting Agreement by and among SPAC, Cohen and Seaport, as representatives of the several underwriters of the IPO, dated February 12, 2025 (as it may be amended from time to time, the “Underwriting Agreement”), SPAC agreed to pay to the Representatives an aggregate cash amount of $3,450,000 as deferred underwriting commissions (the “Deferred Fee”) upon the consummation of an initial business combination. The Deferred Fee will be paid solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of the Business Combination.

The following table illustrates the effective underwriting discount on a percentage basis of the amount of cash in the Trust Account (as of June 30, 2026) available to PubCo at each redemption level identified below and includes: (i) the cash underwriting fee that was paid in connection with the SPAC IPO and (ii) the payment of the Deferred Fee payable upon the consummation of the Business Combination:

____________

(1)      Share numbers presented under each redemption scenario are presented for illustrative purposes. SPAC and GOWell cannot predict how many Public Shares will be redeemed. As a result, the Trust Account cash to PubCo and the number of Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. Amounts are based on 8,625,000 Public Shares outstanding as of the date of this proxy statement/prospectus.

(2)      This scenario assumes that 2,156,250 Public Shares or 25% of the Public Shares outstanding as of the date of this proxy statement/prospectus, are redeemed for an aggregate of approximately $22.7 million (based on the Trust Account balance as of June 30, 2026).

(3)      This scenario assumes that 4,312,500 Public Shares or 50% of the Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $45.5 million (based on the Trust Account balance as of June 30, 2026).

(4)      This scenario assumes that 6,468,750 Public Shares or 75% of the Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $68.2 million (based on the Trust Account balance as of June 30, 2026).

(5)      This scenario assumes that 8,625,000 Public Shares or 100% of the Public Shares outstanding as of the date of this proxy statement/prospectus are redeemed for an aggregate of approximately $90.9 million (based on the Trust Account balance as of June 30, 2026).

(6)      Based on the Trust Account balance as of June 30, 2026.

(7)      Pursuant to the terms of the Underwriting Agreement, the Deferred Fee will be paid solely from amounts remaining in the Trust Account following all properly submitted shareholder redemptions in connection with the consummation of a Business Combination. As such, no Deferred Fee will paid in the Maximum Redemptions Scenario.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) this registration statement having been declared effective in accordance with the Securities Act, no stop order suspending the effectiveness of this registration statement being in effect, and no proceedings for purposes of suspending the effectiveness of this registration statement having been initiated or threatened in writing by the SEC; (ii) Company Shareholder Approval and SPAC Shareholder Approval having been obtained; (iii) the PubCo Ordinary Shares having been conditionally approved for listing on Nasdaq or any other major U.S. national securities exchange, subject only to official notice thereof; (iv) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties to the Business Combination Agreement; (v) the absence of any Material Adverse Effect with respect to each of SPAC and GOWell; (vi) certain indebtedness of GOWell having been discharged in full; and (vii) the Closing Proceeds being equal to or exceeding $50,000,000 at any time on or prior to Closing. Conditions (i) through (iii) and (vii) above are for the benefit of all parties to the Business Combination Agreement and subject to waiver by GOWell and SPAC, conditions (iv) and (v) above are for the benefit of each of SPAC and GOWell, as applicable, and subject to waiver by such party individually, and condition (vi) is for the benefit of SPAC and subject to waiver by SPAC

We cannot assure you as to whether these conditions will be satisfied or waived. For more information about conditions to the consummation of the Business Combination, see the section of this proxy statement/prospectus entitled “Business Combination Agreement”.

Q.     When do you expect the Business Combination to be completed?

A.     It is currently expected that the Business Combination will be consummated by the third quarter of 2026. This date depends, among other things, on the approval of the proposals to be put to SPAC Shareholders at the EGM. However, such meeting could be adjourned if the Adjournment Proposal is adopted by SPAC’s shareholders at the EGM and SPAC elects to adjourn the EGM to a later date or dates, if necessary or convenient, in the event SPAC has not received proxies and votes representing a sufficient number of shares to obtain the Shareholder Approval Matters. For a description of the conditions for the completion of the Business Combination, see “Business Combination Agreement” of this proxy statement/prospectus.

Q.     What happens if the Business Combination is not consummated?

A.     If SPAC is not able to complete the Business Combination with GOWell by August 14, 2026 and is not able to complete another business combination by such date, in each case, as such date may be extended pursuant to the SPAC Articles, SPAC 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, the SPAC Rights may be worthless.

On July 20, 2026, SPAC filed a definitive proxy statement seeking shareholder approval of an amendment to the SPAC Articles to extend the combination window from August 14, 2026 to August 31, 2026, and permit the SPAC Board to further extend such date up to four times in one month increments, to up to December 31, 2026. The holders of Public Shares will have the right to redeem their Public Shares in connection with such extension. Further information about such proposed extension is provided in the definitive proxy statement filed by SPAC with the SEC.

Q.     Following the Business Combination, will PubCo’s securities trade on a stock exchange?

A.     PubCo has applied to list the PubCo Ordinary Shares on Nasdaq under the proposed symbol “GOW”, upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition (subject to certain exceptions), the PubCo Ordinary shares must have been conditionally approved for listing on Nasdaq, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. It is important for you to know that, at the time of our EGM, we may not have received from Nasdaq either confirmation of the listing of the PubCo Ordinary Shares or that approval will be obtained prior

to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the PubCo securities would not be listed on any nationally recognized securities exchange.

Q.     Do I have appraisal rights in connection with the Business Combination?

A.     The Cayman Companies Act prescribes when shareholder appraisal or dissenters’ rights will be available and sets limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise Redemption Rights, as set out herein. For more information, see the section of this proxy statement/prospectus entitled “Proposal No. 2 — The Merger Proposal — Appraisal Rights under the Cayman Companies Act.”

Q.     What do I need to do now?

A.     SPAC urges you to read this proxy statement/prospectus, including the annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or rights holder. SPAC’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of SPAC Ordinary Shares on the Record Date for the EGM, you may vote in person (including virtually) at the EGM or by submitting a proxy for the EGM. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope. If you hold your shares in “street name”, which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the EGM and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q.     If my shares are held in “street name”, will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name”. If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote”. Broker non-votes are considered present for the purposes of establishing a quorum, but will not count as votes cast at the EGM, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

Q.     When and where will the EGM be held?

A.     The EGM will be held virtually at 10:00 a.m., Eastern Time, on September 3, 2026. The EGM will be a virtual meeting conducted via live webcast at https://www.cstproxy.com/inflectionpointacquisitionv/bc2026. For the purposes of Cayman Islands law and the SPAC Articles, the physical location of the EGM will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020.

Q.     Who is entitled to vote at the EGM?

A.     SPAC has fixed June 30, 2026 as the Record Date for the EGM. If you were a SPAC Shareholder at the close of business on the Record Date, you are entitled to vote on matters that come before the EGM. However, a shareholder may only vote his or her shares if he or she is present in person (including virtually) or is represented by proxy at the EGM.

Q.     How many votes do I have?

A.     SPAC Shareholders are entitled to one vote at the EGM for each SPAC Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the EGM, there were 11,909,375 SPAC Ordinary Shares issued and outstanding, of which 8,625,000 were issued and outstanding Public Shares.

Q.     What constitutes a quorum?

A.     A quorum of SPAC Shareholders is necessary to hold a valid meeting. A quorum will be present at the EGM if the holders of one-third of the issued and outstanding SPAC Ordinary Shares entitled to vote at the EGM are represented in person (including virtually) or by proxy. As of the Record Date for the EGM, 3,969,793 SPAC Ordinary Shares would be required to achieve a quorum.

Q.     What vote is required to approve each proposal at the EGM?

A.     The Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Business Combination Proposal is conditioned on the approval of the Merger Proposal. Therefore, if the Merger Proposal is not approved, the Business Combination Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Merger Proposal — The approval of the Merger Proposal requires a special resolution under the Cayman Companies Act, being the affirmative vote (in person (including virtually) or by proxy) of holders of at least two-thirds of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Merger Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Merger Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares entitled to vote and are voted at the EGM. The Advisory Organizational Documents Proposals are conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if the Business Combination Proposal and Merger Proposals are not approved, the Advisory Organizational Documents Proposals will have no effect, even if approved by holders of SPAC Ordinary Shares.

Incentive Plan Proposal — The approval of the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Incentive Plan Proposal is conditioned upon the approval of the Business Combination Proposal and Merger Proposal. Therefore, if each of the Business Combination Proposal and Merger Proposal are not approved, the Incentive Plan Proposal will have no effect, even if approved by holders of SPAC Ordinary Shares.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote (in person (including virtually) or by proxy) of the holders of a majority of the issued and outstanding SPAC Ordinary Shares that are entitled to vote and are voted at the EGM. The Adjournment Proposal is not conditioned upon any other proposal.

Each of the Sponsor and Representatives have agreed to vote all the Founder Shares and any Public Shares it may hold in favor of all the proposals being presented at the EGM. As of the Record Date, the Prior Sponsor, the New Sponsor and the Representatives owned approximately 18.1%, 8.3% and 1.2%, respectively, of the issued and outstanding SPAC Ordinary Shares. See the section of this proxy statement/prospectus entitled “Questions and Answers About the Business Combination — How do the Sponsors intend to vote their SPAC Ordinary Shares?”.

RISK FACTORS

SPAC Shareholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, including the financial statements and notes to the financial statements included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, results of operations or financial condition of SPAC, the Company, or PubCo following the Business Combination and could adversely affect the trading price of PubCo Ordinary Shares. Further, the occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of PubCo following the Business Combination.

Risks Related to GOWell

Unless the context otherwise requires, all references to the “Company,” “GOWell,” “we,” “us” or “our” refer GOWell Technology Limited, a Cayman Islands exempted company, and its subsidiaries prior to the consummation of the Business Combination and refer to GOWell Energy Technology, a Cayman Islands exempted company and its subsidiaries (including GOWell Technology Limited) immediately following the consummation of the Business Combination.

Risks Related to Our Business and Our Industry

A material or extended decline in expenditures by the oil and gas industry could significantly reduce our revenue and income in relation to purchases of cased hole and open hole equipment by service companies.

Part of our business depends upon the condition of the oil and gas industry and, in particular, the willingness of oil and gas companies to make capital expenditures on wireline integrity operations. The level of capital expenditure is generally dependent on the prevailing view of future oil and gas prices, which are influenced by numerous factors affecting the supply and demand for oil and gas, including:

•        worldwide macroeconomic activity;

•        the level of exploration and production activity;

•        interest rates and the cost of capital;

•        environmental regulation;

•        government initiatives to promote the use of renewable energy sources and public sentiment and consumer demand regarding renewable energy and electric vehicles;

•        federal, state and foreign policies regarding exploration and development of oil and gas;

•        the ability and/or desire of OPEC+ and other major producers to set and maintain production levels and pricing;

•        governmental regulations regarding future oil and gas exploration and production;

•        the cost of exploring and producing oil and gas;

•        technological advances affecting energy consumption;

•        the cost of developing alternative energy sources;

•        the availability, expiration date and price of onshore and offshore leases;

•        the discovery rate of new oil and gas reserves in onshore and offshore areas;

•        the success of drilling for oil and gas in unconventional resource plays such as shale formations;

•        alternative opportunities to invest in onshore exploration and production opportunities;

•        technological advances and new techniques that render drilling more efficient or reduce demand for, and production of, fossil fuels; and

•        weather conditions and natural disasters.

Oil and gas prices and the level of drilling and production activity have been characterized by significant volatility in recent years. Worldwide military, political and macroeconomic events have contributed to crude oil and natural gas price volatility and are likely to continue to do so in the future. In addition, the effects of global health epidemics and concerns, such as the COVID-19 pandemic, has materially impacted demand for crude oil and natural gas which has contributed to further price volatility.

We expect continued pressure in both crude oil and natural gas prices, as well as in the level of drilling and production related activities, particularly as they relate to offshore activities. Even during periods of high prices for oil and natural gas, companies exploring for oil and gas may cancel or curtail programs, seek to renegotiate contract terms, including the price of our products and services, or reduce their levels of capital expenditures for exploration and production for a variety of reasons. These risks are greater during periods of low or declining commodity prices.

While our business is less exposed to oil price fluctuations than other companies in the market by means of our leasing and revenue sharing models, which fall outside of a service companies’ capital expenditure processes, we may expect nonetheless an impact on our revenue stream.

We rely on a related party in China for manufacturing of certain traditional wireline logging equipment, and our planned migration of these operations may expose us to significant execution, geopolitical, and intellectual property risks.

Our ability to meet customer demand for our traditional wireline logging equipment sales and leasing lines has historically been dependent on the manufacturing output of Xi’an Gewei, a related party facility in Xi’an, China. This facility currently supplies the majority of our traditional wireline logging equipment and does not manufacture for third parties. While we believe these transactions are conducted on an arm’s-length basis, we are currently undertaking a strategic initiative to migrate these operations to our wholly owned facilities in Dubai, Singapore, and to fully owned subsidiaries in the PRC. For example, we have manufactured certain of our traditional wireline logging equipment in our Dubai facility since 2024 and have expanded such operations with a new facility in Dubai and a Singapore facility specifically designed for the purpose of manufacturing our traditional wireline logging equipment. This expansion mirrors the capacity at Xi’an Gewei, and we retain the flexibility to adjust the output of Xi’an Gewei, should it become commercially advantageous to shift production to the new Dubai and Singapore facility. As such, we are both increasing our capacity in order to accommodate future growth and we are diversifying our supply chain to mitigate risk. Furthermore, we expect to achieve cost savings as the manufacturing profits from Xi’an Gewei will be internalized within the Company by relocating such activities to our fully owned subsidiaries in the PRC. However, this transition period exposes us to a unique combination of risks stemming from our continued interim partial reliance on a related party and the operational challenges of moving production, specifically:

•        Execution and transition risk of manufacturing migration: We are migrating the manufacturing of these tools from the related-party Xi’an facility to a combination of a new Dubai facility, a new Singapore facility and our fully integrated, wholly owned subsidiaries in China over the next year. This large-scale operational transition is complex and carries significant risks, including: (i) delays or cost overruns that exceed our current forecasts; (ii) disruption to our current production levels and ability to fulfill orders during the transition period; and (iii) failure to successfully transfer and certify the necessary operational processes and quality control systems to the new facilities.

•        Geopolitical and trade risk: Until the manufacturing migration is complete, our supply chain remains fully exposed to the risk of escalated trade tensions between the U.S. and China. Any imposition of new or increased tariffs, export controls, or sanctions could significantly increase our cost of goods sold, disrupt the flow of components and finished products to our global hubs, and materially harm our ability to service international contracts. Furthermore, political, or regulatory actions within China, such as mandated factory shutdowns, could severely limit our primary source of product supply.

•        Intellectual property transition risk: Our related party in Xi’an currently houses an engineering team specializing in product development, sustaining engineering, and software design that collaborates closely with manufacturing. We expect this engineering team to migrate to our new integrated subsidiaries in

China by the end of December 2026. The transition of this team and the associated intellectual property, especially proprietary software, and engineering know-how creates a risk of disruption, delay, and the potential for IP leakage during the period the engineering team remains at the related-party facility while the new structure is established.

•        Supply chain concentration risk: While we are currently diversifying and expanding our existing manufacturing portfolio with new facilities in Dubai and Singapore, we continue to rely on the Xi’an facility for the manufacturing of the majority of our traditional wireline logging equipment and our manufacturing operations remain vulnerable to localized disasters, operational failures, or labor disputes at the Xi’an site until these expansions are fully complete and operational.

Our reliance on equipment leasing exposes us to asset utilization risks, which can increase depreciation and reduce profitability during periods of industry contraction.

A material portion of our revenue is generated through leasing and renting high-cost, specialized wireline logging tools and equipment. This model provides an alternative to outright ownership for our customers (primarily service companies) who may face capital constraints. However, this business model creates significant exposure to changes in the upstream oil and gas industry’s capital expenditure cycles.

If customer activity declines, particularly during an industry downturn, the utilization rate of our equipment inventory will decrease. When our expensive equipment sits idle, it will continue to incur significant costs, including scheduled maintenance, storage, and, most critically, depreciation expense. This will result in a negative impact on our operating margins and cash flow. Furthermore, a sustained period of low utilization could lead us to record material asset impairment charges if the fair value of our leasing fleet falls below its carrying value.

Customer defaults on payment obligations could lead to lost revenue and increased costs.

Since some of our leasing customers may be capital-constrained, they may pose an increased risk of defaulting on their payment obligations during an industry recession. Such customer defaults on payment obligations could lead to lost revenue and increased costs. Our financial performance depends significantly on the timely payment of invoices by our customers. There is a risk that one or more of our customers may default on their payment obligations. This could be due to their financial difficulties, disputes over the quality or delivery of services, or other reasons. Customer defaults could result in lost revenue and increased costs due to the need for debt collection efforts or legal proceedings. This could negatively impact our financial performance and cash flow.

The loss of one or more significant customers could have an adverse impact on our financial results.

Our principal customers are major integrated service companies and large independent and foreign national oil and gas companies throughout the world. In 2025 and 2024, our top 10 customers represented approximately 57% and 58% of total revenues, respectively. SLB Limited (SLB N.V.) (formerly Schlumberger) (“SLB”), for all locations, individually accounted for approximately 25% and 25% of total revenues in 2025 and 2024, respectively.

SLB is one of the largest energy technology companies in the world and operates in substantially all major oil and gas basins globally. We provide equipment and services to SLB through both sales and leasing arrangements, with pricing and commercial terms governed by a global Master Services Agreement (the “MSA”). The MSA establishes the general terms and conditions applicable to our transactions with SLB and its affiliates, including pricing mechanisms, ordering procedures, warranties, KPIs, conflict resolution and other customary provisions. The MSA does not contain minimum purchase commitments or exclusivity obligations and contains termination provisions that include termination for convenience by SLB upon sixty (60) days’ notice, termination for cause upon specified default or compliance events, termination in connection with insolvency proceedings, and termination upon extended force majeure. Notwithstanding the existence of a global MSA, our business with SLB is conducted through numerous local SLB legal entities across multiple jurisdictions. Revenues attributable to SLB are therefore derived from separate contractual arrangements and purchase orders with geographically dispersed SLB affiliates that differ in their operational requirements and demand for specific well logging technologies.

On October 21, 2024, the Company entered into a framework agreement (the “SLB Framework Agreement”) with Schlumberger Oilfield Holdings Limited and Schlumberger Technology Corporation (together, the “SLB Affiliates”), subsidiaries of SLB. Pursuant to the SLB Framework Agreement, the SLB Affiliates granted the Company a license to

manufacture a tool associated with SLB (the “SLB Tool”). The Company is permitted to lease or sell the SLB Tool to the SLB Affiliates and to sell the SLB Tool to third parties, subject to the payment of royalties based on an agreed-upon royalty structure. The SLB Framework Agreement sets forth the principal terms relating to the scope of the license, manufacturing obligations, pricing and commercial terms, royalty payments and other customary provisions. As of the date of this prospectus, the Company has not generated any revenue under the SLB Framework Agreement.

Although a significant portion of our revenues is derived from SLB on an aggregate basis, management does not believe that the Company is substantially dependent on any single agreement or individual SLB legal entity. In addition, since SLB has the lion’s share of the wireline market, it is a stable and dominant player. However, the loss of SLB as a customer in its entirety, or a significant reduction in business from SLB, could have a material adverse effect on our results of operations, financial condition and cash flows.

The loss of one or more of our significant customers, failure to renew contracts upon expiration, or a sustained decrease in demand by one or more of our key customers could have an adverse effect on our results of operations, financial position, and cash flows.

Our operations and the use of our equipment are subject to severe hazards inherent in the energy industry, which may lead to catastrophic liabilities, and our insurance coverage or indemnities may be inadequate to protect us against all such risks.

The performance of our wireline logging and data interpretation services, and the use of our specialized equipment in hydrocarbon and geothermal wells, subjects us to numerous severe operating hazards, which are commonly found in the energy industry. These risks are amplified because our equipment is designed to operate in high-temperature and high-pressure environments, and they include, but are not limited to, blowouts, explosions, fires, equipment malfunctions, surface cratering, uncontrolled flows of gas or well fluids, pipe failures, and environmental contamination (such as oil spills or releases of hazardous substances).

A failure of our equipment, installation errors, or a failure by our customers to properly maintain or operate the equipment, could result in serious personal injury, fatalities, severe damage to property and natural resources, and significant environmental damage. The existence, frequency, and severity of such incidents could affect operating costs, insurability, and relationships with customers, employees, and regulators. Our customers may elect not to purchase our products or services if they view our safety record as unacceptable, experience material defects in our products, or have performance issues, which could cause us to lose customers and substantial revenue. In addition, any litigation or claims, even if fully indemnified or insured, could harm our reputation with our customers and the public, as well as make it more difficult for us to compete effectively or obtain adequate insurance in the future.

In addition to general industry hazards, a small number of our open-hole equipment for sale contain sealed, low-grade radioactive sources. Although we rely on third parties for the transport and delivery of these sources to purchasing clients, we are subject to a variety of laws and regulations in different countries related to the handling and transportation of such radioactive materials. Failure to comply with these requirements could have a material adverse effect on our open-hole business.

While we rely on customer indemnifications, generally, and maintain third-party insurance coverage, our insurance may not be sufficient to cover the full extent of any losses or liabilities we may incur. Our policies are subject to deductibles, limits, and exclusions that could leave us financially responsible for catastrophic claims. Furthermore, insurance may no longer be available to us, or its availability may be at premium levels that do not justify its purchase. We could incur substantial uninsured claims, and our customers may be unable to satisfy the indemnification claims against them, any of which could have a material adverse effect on our ability to conduct normal business operations and on our financial condition.

Competition within the energy tool and equipment industry may adversely affect our ability to market our services.

The energy equipment industry is highly competitive and fragmented. The number of equipment companies active in a given market may exceed the corresponding demand therefor, which could result in active price competition. Some energy companies prioritize prices when choosing to contract with an equipment company, which may further increase competition based primarily on price. In addition, adverse market conditions lower demand for drilling equipment, which results in excess equipment and lower utilization rates. If market conditions in our operating areas deteriorate from current levels or if adverse market conditions persist, the prices we are able to charge, and utilization rates may

decline. Moreover, our customers may choose to purchase or rent some or all of the equipment that they typically purchase or rent from us, from our competitors, thereby reducing the volume of business that we conduct with such customers. Any significant future increase in overall market capacity for the equipment or services that we offer could adversely affect our business, results of operations, and cash flows.

In addition, some of our competitors are diversified multinational companies with substantially larger operating staffs and greater capital resources than ours and which have been engaged in the manufacturing business for a much longer time than us. Many of our larger competitors provide customers cost advantages as a result of their economies of scale, their ability to obtain volume discounts, and purchase raw materials at lower prices. As a result, such competitors may have stronger bargaining power with their suppliers and therefore have an advantage over us in pricing as well as securing a sufficient supply of raw materials during shortages. Many of our competitors also have better brand name recognition, a stronger presence in more geographic markets, more established distribution networks, larger customer bases, and the ability to provide a broader array of products and services. Some of our competitors may also be able to devote greater resources to the research and development, promotion, and sale of their products and services, and better withstand the evolving industry standards and changes in market conditions as compared to us. If these competitors substantially increase the resources they devote to developing and marketing competitive products and services, we may not be able to compete effectively. Similarly, consolidation among our competitors could enhance their product and service offerings as well as their financial resources, further intensifying competition.

New technology may cause us to become less competitive.

New technology that enhances the functionality, performance, reliability, and design of downhole equipment currently on the market may become prevalent in the OFS industry, and as a result, we may face difficulty selling and leasing such equipment to our customers. Although we believe our current products and services give us a competitive advantage, if competitors develop products and services that are more technically advanced than ours, we may lose market share or be placed at a competitive disadvantage. Further, we may face competitive pressure to acquire certain new equipment at a substantial cost. Some of our competitors have greater financial, technical and personnel resources that may allow them to enjoy various competitive advantages in the acquisition of new equipment. We cannot be certain that we will be able to continue to acquire new equipment or convert our existing equipment to meet new performance requirements. Such an inability may have a material adverse effect on our business, results of operations and cash flows (including a reduction in the value of assets), and the rates that may be charged for their sale or lease.

We may fail to identify, complete, or successfully integrate acquisitions, divestitures, or investments, which could divert management resources, disrupt our business, and materially and adversely affect our results of operations and financial condition.

As part of our business strategy and to remain competitive, we continually evaluate acquiring or making investments in complementary companies, products, or technologies, and may also pursue the sale of assets or businesses. We may be unable to find suitable acquisition candidates or complete such transactions on favorable terms. Furthermore, these transactions may not result in the anticipated benefits, such as realization of cost savings, creation of efficiencies, offering of new products or services, or achievement of expected growth.

If we complete acquisitions, we face numerous risks, including the possibility that:

•        Integration Challenges:    We may not be able to successfully integrate the acquired operations, technologies, products, or employees into our existing business and internal controls, which could require significant time and resources and divert management’s attention from the operation of our core business.

•        Financial Impact:    We may incur significant expenses, substantial debt (if financed by borrowing), or dilution (if financed by issuing Ordinary Shares) and may not accurately forecast the financial impact of the transaction, including unforeseen accounting charges, tax liabilities, or exposure to undisclosed contractual obligations or legal claims.

•        Due Diligence Failures:    The due diligence conducted prior to an acquisition may fail to uncover material issues, such as security vulnerabilities, regulatory non-compliance, or intellectual property infringement, which could expose us to significant financial or legal liabilities.

•        Market Perception:    The acquisition could be viewed negatively by our existing customers or create unexpected competition from market participants.

Any failure to successfully execute, integrate, or realize the benefits expected from acquisitions, or any adverse impact resulting from dispositions or investments, could have a material adverse effect on our financial condition, results of operations, and cash flows.

We may not be able to satisfy technical requirements, testing requirements, or other specifications under contracts and contract tenders.

Our products are used in a variety of ecosystems including deepwater, harsh environments and high temperature wells. Our contracts with customers and customer requests for bids typically set forth detailed specifications or technical requirements for our products and services, which may also include extensive testing requirements. We anticipate that such testing requirements will become more common in our contracts. We cannot assure you that our products will be able to satisfy the specifications or that we will be able to perform the full-scale testing necessary to prove that the product specifications are satisfied in future contract bids or under existing contracts, or that the costs of modifications to our products to satisfy the specifications and testing will not adversely affect our results of operations. If our products are unable to satisfy such requirements, or we are unable to perform any required full-scale testing, our customers may cancel their contracts and/or seek new suppliers, and our business, results of operations, cash flows or financial position may be adversely affected.

Our business depends on our ability to attract and retain specialized skilled workers and key management personnel. Failure to do so could severely limit our growth, increase our operating expenses, and adversely affect our results of operations.

The delivery of our highly specialized wireline logging products and services, as well as the execution of our technology-driven strategy, requires personnel with specialized skills and extensive industry experience, particularly in our R&D centers in Houston and Norway. Our ability to sustain or expand our operations and maintain our competitive position depends heavily on our ability to attract and retain these highly skilled workers and specific key managers and employees.

The demand for specialized wireline talent is high and often cyclical, and the cost to attract and retain qualified personnel has been increasing, particularly in key oil and gas producing regions. In addition, the competition for qualified personnel in the energy industry is intense and there can be no assurance that we will be able to continue to attract all personnel necessary for the development and operation of our business. If we are unable to employ and retain a sufficient number of skilled workers in a cost-effective manner, our ability to respond quickly to customer demands and market conditions may be inhibited, leading to increased expenses, decreased productivity, and limited growth, which may impact our results of operations.

Furthermore, we are dependent on the continuing services of a limited number of key executive and technical personnel. The unexpected loss or inability to replace any key employee, particularly those leading our proprietary technology development or data interpretation services, could disrupt our operations, hinder our ability to successfully implement our strategy, and severely impact our market share. We may not be able to find suitable replacements for these individuals on a timely basis or on financially favorable terms.

We depend on third-party suppliers for timely deliveries of materials, and our results of operations could be adversely affected if we are unable to obtain adequate supplies in a timely manner.

Our manufacturing operations depend upon obtaining adequate supplies of materials from third parties. The ability of these third parties to deliver materials may be affected by events beyond our control, such as pandemics, geopolitical conditions, weather conditions, and natural disasters. Restrictions or disruptions of transportation related to any of these events, including reduced availability of air transportation, port closures, and increased border controls or closures, may result in higher costs and delays, both on obtaining raw materials and shipping finished goods to customers. Any interruption or increased costs in the supply of materials needed to manufacture our products could adversely affect our business, results of operations and reputation with our customers.

High rates of global inflation, the occurrence of a recession and higher interest rates could have a material and adverse impact on our business, results of operations and financial condition.

Our business and financial condition have been, and we believe will continue to be, impacted by adverse and uncertain macroeconomic conditions, including inflation, interest rates, fluctuations or volatility in capital markets or foreign currency exchange rates, the threat of new or increased tariffs, escalating trade tensions and changes in

trade agreements, and geopolitical events around the world, such as the impact from recent U.S. tariff activity as well as ongoing conflicts between Russia and Ukraine and in the Middle East. In recent years, the global markets experienced, higher rates of inflation as a result of several factors, including in the form of increased costs pertaining to labor, materials and overhead. Inflation rates in the U.S. significantly increased in recent years resulting in action by the U.S. federal government to increase interest rates, adversely affecting capital markets activity. Interest rates are sensitive to factors that are beyond our control, including domestic and international economic conditions, including inflation, and the policies of various governmental and regulatory agencies, including the Federal Reserve Board in the United States (the “Federal Reserve”). Interest rates may remain at current levels for the near-term, and this new interest rate environment could materially and adversely affect our business, the counterparties with which we interact and the global economy at large.

While we experienced increases in the cost of labor and materials, we believe that our financial condition and results of operations have thus far not been materially impacted by inflationary pressures. However, to the extent the current rates of inflation and shifts in fiscal and monetary policy result in prolonged and slower growth or a recession, it could have a material and adverse effect on the demand for our products and services and, in the process, our business, results of operations and financial condition as a whole, including with respect to our ability to maintain current levels of gross margin and general and administrative expenses as a percentage of total revenue. Moreover, in the event that a global recession was to occur, it could adversely impact the critical counterparties that we engage, including in the form of a decrease in the products and services they seek to obtain from us. Relatively high interest rates will increase cost of capital and the cost of borrowings for any other corporate purpose. As a result, if we need or seek significant borrowings and interest rates remain elevated or increase, the cost of such borrowing to us could be significant, which may have a significant adverse impact on our financial condition and results of operations. We continue to monitor our operations and will seek to take appropriate actions to mitigate the potential impact of heightened inflation on our business. Nevertheless, there can be no assurances that we will be successful in doing so, if at all.

Delays in obtaining, or inability to obtain or renew, permits or authorizations by our customers for their operations could impair our business.

Our customers are required to obtain permits or authorizations from one or more governmental agencies or other third parties to perform drilling and completion activities, including hydraulic fracturing. Such permits or approvals are typically required by state agencies but can also be required by federal and local governmental agencies or other third parties. The requirements for such permits or authorizations vary depending on the location where such drilling and completion activities will be conducted. As with most permitting and authorization processes, there is uncertainty as to whether a permit will be granted, the time it will take for a permit or approval to be issued and the conditions which may be imposed in connection with the granting of the permit. In some jurisdictions, regulatory authorities have delayed or suspended the issuance of certain permits or authorizations while the potential environmental impacts associated with issuing such permits can be studied and appropriate mitigation measures evaluated.

Additionally, while certain developments in 2025 indicate a policy shift in favor of oil and gas production in select markets that we operate in, additional regulatory action is required to implement these changes. Such regulatory actions may be challenged through the administrative process or in civil litigation, which could result in implementation delays or a need to take further regulatory action. Even if these regulatory actions are finalized, individual permitting and authorization actions may be challenged, creating additional uncertainty.

Our customers’ industries are undergoing continuing consolidation that may impact our results of operations.

The energy industry is rapidly consolidating and, as a result, some of our largest customers have consolidated and are using their size and purchasing power to seek economies of scale and pricing concessions. This consolidation may result in reduced capital spending by some of our customers or the acquisition of one or more of our primary customers, which may lead to decreased demand for our products and services. We cannot assure you that we will be able to maintain our level of sales to a customer that has consolidated or replace that revenue with increased business activity with other customers. As a result, the acquisition of one or more of our primary customers may have a significant negative impact on our results of operations, financial position, or cash flows. We are unable to predict what effect consolidation in the industry may have on price, capital spending by our customers, our selling strategies, our competitive position, our ability to retain customers, or our ability to negotiate favorable agreements with our customers.

Oilfield anti-indemnity provisions enacted by many states and countries may restrict or prohibit a party’s indemnification of us.

We typically enter into agreements with our customers governing the provision of our services, which usually include certain indemnification provisions for losses resulting from operations. Such agreements may require each party to indemnify the other against certain claims regardless of the negligence or other fault of the indemnified party. However, many states in the U.S. place limitations on contractual indemnity agreements, particularly agreements that indemnify a party against the consequences of its own negligence. Furthermore, certain states, including Louisiana, New Mexico, Texas, and Wyoming, have enacted statutes generally referred to as “oilfield anti-indemnity acts” expressly prohibiting certain indemnity agreements contained in or related to OFS agreements. For our U.S. operations, such oilfield anti-indemnity acts may restrict or void a party’s indemnification of us, which could have a material adverse effect on our business, results of operations and cash flows.

We may incur indebtedness to execute our long-term growth strategy, which may reduce our profitability.

Maintaining growth requires significant capital. We may require additional capital in the future to maintain our growth trajectory. For the years ended December 31, 2025 and 2024, we spent $8.5 million, and $6.2 million, respectively, to purchase property, plant and equipment (“PPE”). The Company disposed of PPE with original cost of $1.7 million and $4.0 million, for the years ended December 31, 2025 and 2024, respectively. Therefore, net capital additions were $6.8 million and $2.1 million, for the years ended December 31, 2025 and 2024, respectively. The large volume of disposals is derived from sales of leasing assets. These sales typically occur to fill an urgent need for a customer or due to “lost-in-hole” and other damage incurred by the customer. This damage or loss results in a purchase at the estimated fair-market-value of the equipment, which is set contractually based upon our price book and the age of the equipment. Historically, we have financed these investments through cash flows from operations and external borrowings. These sources of capital may not be available to us in the future. If we are unable to fund capital expenditures for any reason, we may not be able to capture available growth opportunities or effectively maintain our existing assets and any such failure could have a material adverse effect on our business, results of operations and financial condition. If we incur additional indebtedness, our profitability may be reduced.

We may not be able to manage our growth successfully.

The growth of our operations will depend upon our ability to expand our customer base in our existing markets and to enter new markets in a timely manner at reasonable costs, organically or through acquisitions. In order for us to recover expenses incurred in entering new markets and obtaining new customers, we must attract and retain customers on economic terms and for extended periods. Customer growth depends on several factors outside of our control, including economic and demographic conditions, such as population changes, job and income growth, housing starts, new business formation and the overall level of economic activity. We may experience difficulty managing our growth, integrating new customers and employees, and complying with applicable regulations. Expanding our operations also may require continued development of our operating and financial controls and may place additional stress on our management and operational resources. We may be unable to manage our growth and development successfully.

A failure of our information technology infrastructure and cyberattacks could adversely impact us.

We depend on our information technology (“IT”) systems for the efficient operation of our business. Accordingly, we rely upon the capacity, reliability and security of our IT hardware and software infrastructure and our ability to expand and update this infrastructure in response to our changing needs. Despite our implementation of security measures, our systems are vulnerable to damage from computer viruses, natural disasters, incursions by intruders or hackers, failures in hardware or software, power fluctuations, cyber terrorists, and other similar disruptions.

Additionally, we rely on third parties to support the operation of our IT hardware and software infrastructure, and in certain instances, utilize web-based applications. These third parties may be subject to IT failures or cyberattacks. We also provide proprietary and client data to certain third parties, and such third parties may be the subject of IT failures or cyberattacks. The failure of our IT systems or those of our vendors or third parties to whom we disclose certain information to perform as anticipated for any reason or any significant breach of security could disrupt our business and result in numerous adverse consequences, including reduced effectiveness and efficiency of operations, inappropriate disclosure of confidential and proprietary information, loss or unauthorized access to personal information, reputational harm, increased overhead costs relating to implementing cybersecurity controls and

practices, and loss of important information, which could have a material adverse effect on our business and results of operations. In addition, we may be required to incur significant costs to protect against damage caused by these disruptions or security breaches in the future.

Our results of operations and financial condition could be negatively impacted by changes in accounting principles.

The accounting for our business is subject to change based on the evolution of our business model, interpretations of relevant accounting principles, enforcement of existing or new regulations, and changes in policies, rules, regulations, and interpretations of accounting and financial reporting requirements of the SEC or other regulatory agencies. Adoption of a change in accounting principles or interpretations could have a significant effect on our reported results of operations and could affect the reporting of transactions completed before the adoption of such change. It is difficult to predict the impact of future changes to accounting principles and accounting policies over financial reporting, any of which could adversely affect our results of operations and financial condition and could require significant investment in systems and personnel.

Adverse and unusual weather conditions may affect our operations.

Our operations may be materially affected by severe weather conditions in areas where we operate. Severe weather, such as hurricanes, high winds and seas, blizzards, and extreme temperatures may cause evacuation of personnel, curtailment of services and suspension of operations, inability to deliver equipment to customers in accordance with contract schedules and loss of or damage to our equipment and facilities. In addition, variations from normal weather patterns can have a significant impact on demand for oil and natural gas, thereby reducing demand for our equipment and services.

Certain products of ours require the use of radioactive sources or incorporate radioactive materials, which subject us and our customers to regulations, related costs and delays, and potential liabilities for injuries or violation of environmental and health and safety laws.

Our open-hole Litho Density Logging Tool (“LDLT”) and Compensated Neutron Logging Tool (“CNLT”) incorporate radioactive sources (together the “R/A Sources”) as part of their operation. While we do not manufacture or transport the radioactive components, or otherwise directly handle the radioactive materials ourselves, we are responsible for coordinating the transportation of the R/A Sources to our customers. The R/A Sources are only available for purchase, they cannot be leased by customers. Revenue attributable to these tools is minimal and sporadic as they are usually sold as a component of a package of open-hole tools. In 2024 we sold one CNLT for $1.17 million.

The transportation of the tools, and particularly of the R/A Sources, are subject to federal, state, and local regulation in the U.S. and to regulations governing such transportation from country to country globally. The improper transportation of R/A Sources could result in direct or secondary liability, including penalties and fines, to us in the event of environmental contamination or physical injury. We are not responsible for storage, handling, use, or disposal of the R/A Sources, however we cannot eliminate the risk of accidental contamination or injury from those radioactive materials, nor can we control the practices of our customers. The sale and use of R/A Sources or materials could also lead to the filing of claims if someone were to allege injury from the use of one of our products or allege that one of our products was defective. Such a claim could result in substantial damages, be costly and time-consuming to defend, and adversely affect the marketability of our products and our reputation.

Risks Related to Our International Operations and Regulations

Operating a multinational business subjects us to significant political, economic, legal, and operational risks in those countries and territories in which we conduct business, which could materially and adversely affect our business, results of operations, and financial condition.

As a global provider of integrated wireline logging solutions, we derive a significant portion of our revenue from, and conduct substantial manufacturing and service operations in, numerous international markets. Instability and unforeseen changes in these global markets could materially and adversely affect the demand for, or supply of, our products and services. These risks are extensive and include, but are not limited to, the following: political instability and civil unrest, terrorist activities, military activity and international conflicts (including the ongoing conflicts between Russia and Ukraine and in the Middle East, and tensions concerning the U.S. and China relationship); nationalization

and expropriation of assets; burdensome taxation and changes in tax laws or interpretations; limitations on our ability to repatriate income or capital; and foreign ownership restrictions. In particular, we maintain operations in Dubai, UAE, a regional hub that is geographically proximate to active conflict zones in the Middle East. The escalating tensions between the United States, Israel, and Iran, including the risk of direct military confrontation or Iranian proxy activity targeting Gulf region infrastructure, pose heightened risks to our Dubai operations, personnel, and regional supply chain, any of which could materially and adversely affect our ability to service our Middle East customer base.

Furthermore, operating internationally exposes us to economic and regulatory risks, such as adverse fluctuations in foreign exchange rates relative to the U.S. dollar, currency restrictions, trade protection measures, and potential changes in import or export licensing requirements, tariffs, duties, and quotas. Global economic conditions, including inflationary and recessionary markets and significant interest rate fluctuations, can also impact our customers’ capital spending and our ability to secure financing. We are also subject to various domestic and foreign regulations that restrict our operations, trade practices, and trade partners, violations of which could lead to material penalties. See the Risk Factor entitled “The imposition of new or increased international tariffs may have a material adverse effect on our business, financial condition and results of operations” for additional details.

Operational risks further arise from our global footprint, including transportation delays and interruptions, natural disasters and severe weather conditions, health epidemics or new pandemics, and supply disruptions in key oil-producing countries. Difficulties in integrating, staffing, and managing international operations, especially in developing markets where language, cultural, or regulatory barriers exist, may require a greater level of management attention and lead to higher operating costs. Efforts to expand globally may also require costly and time-consuming modification of our products to meet local requirements or preferences.

The imposition of new or increased international tariffs may have a material adverse effect on our business, financial condition, and results of operations.

Rising and unpredictable international tariffs, including any tariffs applied to goods traded between the U.S. globally, especially China, Mexico, Canada, and others, could materially and adversely affect our business and results of operations. The U.S. government has previously and now again recently imposed tariffs on certain foreign goods from a variety of countries and regions that it perceives as engaging in unfair trade practices. Foreign governments have imposed, and may impose in the future, retaliatory tariffs on goods that their countries import from the U.S. Such changes can make it difficult or costly for us to do business in, or import our products from, those countries. With certain tariff exclusions ending and with any new tariffs, it could further negatively impact global trade and economic conditions in many of the regions where we do business. It may also adversely impact demand for our products in certain locations. It may be time-consuming and costly for us to modify our business operations to adapt to or comply with such tariffs. If we become unable to recover a substantial portion of any increased tariff related costs, the recent or increased international tariffs could materially and adversely affect our business, financial condition, and results of operations.

Our business is highly subject to complex domestic and international anti-corruption, sanctions, and export control laws and regulations, and non-compliance with such laws and regulations may subject us to criminal penalties or significant fines, reputational harm, and materially adverse financial effects.

As a global company with operations and stocking points throughout the Americas, Europe, the Middle East, and Asia-Pacific, we are exposed to a variety of federal, state, local, and international laws and regulations relating to matters such as anti-bribery, anti-corruption, economic and trade sanctions and export controls. These include, but are not limited to, the U.S. Foreign Corrupt Practices Act (“FCPA”) and various international anti-bribery legislation, U.S., EU, UK and UN sanctions (including asset freeze/blocking sanctions, and sectoral and menu-based sanctions imposed on designated persons and individuals and certain of their affiliates), and the EAR. We also export items subject to export controls including those of the U.S. under the EAR and have obtained an EAR export license to ship certain third-party components. However, we have not, to-date, utilized this license.

Our policies, procedures, and programs may not always protect us from reckless or criminal acts committed by our employees or agents, particularly in high-risk jurisdictions, or require rescreening of all persons involved, directly or indirectly, in our transactions.

Furthermore, the laws and regulations concerning import activity, export controls, and economic sanctions are complex and constantly changing. In particular, the U.S. government is frequently designating individuals and entities to the U.S. sanctions and export controls lists. These laws and regulations can also cause shipment delays and unscheduled operational downtime.

Violations of sanctions and export control laws and regulations are punishable by civil penalties, including fines, injunctions, asset seizures, debarment from government contracts (and termination of existing contracts) and revocations or restrictions of licenses, as well as criminal fines and imprisonment. Any non-compliance or violation of applicable laws, including by our directors, officers, employees, consultants, agents, or partners, could subject us to penalties and reputational damage and could have a material adverse effect on our business, financial condition and results of operations.

Compliance with environmental laws and regulations may adversely affect our business and results of operations.

Environmental laws and regulations in the United States and foreign countries may affect the services we provide and the equipment we manufacture, sell, lease, and service, as well as the facilities we own, lease, or operate. Such laws and regulations also impact the oil and gas industry more broadly, thereby potentially impacting demand for our products and equipment. For example, we may be affected by such laws as the Resource Conservation and Recovery Act, the Comprehensive Environmental Response, Compensation, and Liability Act, the Clean Water Act, the Clean Air Act and the Occupational Safety and Health Act, among others. Further, our customers may be subject to a range of laws and regulations governing hydraulic fracturing, drilling, and greenhouse gas emissions, which could impact demand for our products and services.

We are required to invest financial and managerial resources to comply with environmental laws and regulations and believe that we will continue to be required to do so in the future. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of remedial and mitigation obligations, and the issuance of orders enjoining operations. These laws and regulations, as well as the finalizing of other new laws and regulations affecting our operations or the exploration and production and transportation of crude oil and natural gas by our customers, could adversely affect our business and operating results by increasing our costs of compliance, increasing the costs of compliance and costs of doing business for our customers, limiting the demand for our products and services, or restricting our operations. Increased regulation or a move market shift away from the use of fossil fuels caused by additional regulation could also reduce demand for our products and services.

Existing or future laws, regulations, treaties, or international agreements related to greenhouse gases, climate change, or alternative energy sources could have a negative impact on our business and may result in additional compliance obligations that could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.

Changes in or the adoption or enactment of laws, regulations, treaties, or international agreements related to greenhouse gas emissions, climate change, or alternative energy sources, including changes that may make it more expensive to explore for and produce oil and natural gas, may negatively impact demand for our services and products. International, national, state, and local governments and agencies in areas in which we conduct business continue to evaluate, and in some instances adopt, climate-related legislation and other regulatory initiatives that would impact emissions of greenhouse gases by our customers.

We closely follow developments in this area, including changes in the global regulatory landscape at both the federal and local levels in the markets in which we operate. We cannot predict, however, if, how or when such changes may be implemented or ultimately impact our business. Since our business depends on activity in the oil and natural gas industry, existing or future laws, orders, regulations, treaties, or international agreements related to greenhouse gas emissions or climate change, including incentives to conserve energy or use alternative energy sources, may reduce demand for oil and natural gas and could have a negative impact on our business. The efforts we have taken, and may undertake in the future, to respond to these evolving or new regulations and to environmental initiatives of customers, investors, and others may increase our costs. These and other environmental requirements could have a material adverse effect on our business, consolidated results of operations, and consolidated financial condition.

Changes in tax laws or tax rates, adverse positions taken by taxing authorities and tax audits could impact our operating results.

We are subject to the jurisdiction of numerous domestic and foreign taxing authorities. Changes in tax laws or tax rates, the resolution of tax assessments or audits by various tax authorities could impact our operating results. In addition, we may periodically restructure our legal entity organization. If taxing authorities were to disagree with our tax positions in connection with any such restructurings, our effective income tax rate could be impacted. The final determination of our income tax liabilities involves the interpretation of local tax laws, tax treaties and related authorities in each taxing jurisdiction, as well as the significant use of estimates and assumptions regarding future operations and results and the timing of income and expenses. In the future, we may be audited and receive tax assessments from taxing authorities that may result in assessment of additional taxes that are ultimately resolved with the authorities or through the courts. We believe these assessments may occasionally be based on erroneous and even arbitrary interpretations of local tax law. Resolution of any tax matter involves uncertainties and there are no assurances that the outcomes will be favorable. If U.S. or foreign tax authorities change applicable tax laws, our overall taxes could increase, and our business, financial condition or results of operating may be adversely impacted.

As a result of plans to expand our business operations, including to jurisdictions in which tax laws may not be favorable, our obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect our after-tax profitability and financial results.

Our effective tax rates may fluctuate widely in the future, particularly if our business expands domestically or internationally. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under IFRS, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect our future effective tax rates include but are not limited to: (a) changes in tax laws, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) pre-tax operating results of our business.

Additionally, we are subject to significant income, withholding, and other tax obligations in many jurisdictions, including the U.S., with respect to income, operations and subsidiaries related to those jurisdictions. Our after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, and (i) the ability to structure business operations in an efficient and competitive manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on our after-tax profitability and financial condition. Additionally, the Internal Revenue Service (“IRS”) and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with our intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If we do not prevail in any such disagreements, our profitability may be affected.

Our after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices, and principles, judicial decisions, and interpretations thereof, in each case, possibly with retroactive effect.

Risks Related to Intellectual Property and Technology

We may need to defend ourselves against intellectual property infringement claims by third parties, which may be time-consuming and would cause us to incur substantial costs.

Entities or individuals, including our competitors, may own or obtain patents, copyrights, trademarks, or other intellectual property rights that could prevent, limit, or interfere with our ability to make, use, develop, sell, or market our products, services, or technologies, which could make it more difficult for us to operate our business. From

time to time, we may receive communications from intellectual property right holders alleging our infringement, misappropriation, or other violation of their proprietary rights. Companies owning patents or other intellectual property rights may file suits alleging infringement of such rights or otherwise assert their rights and invite us to license their intellectual property. Our applications and uses of intellectual property relating to our design, technologies or software could be found to infringe on existing third-party intellectual property rights. If it is determined that we have infringed on a third party’s intellectual property rights, we may be required, without limitation, to do one or more of the following:

•        cease selling or incorporating certain components into our products or services, or offering products or services that incorporate or use the allegedly infringing intellectual property;

•        pay substantial damages;

•        seek a license to use the allegedly infringed intellectual property from its owner(s), which may not be available on reasonable terms or at all;

•        redesign our products; or

•        establish and maintain alternative branding for our products and services.

In the event of a successful infringement claim against us and/or our failure or inability to obtain a license for the allegedly infringed technology or other intellectual property right, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In addition, parties asserting the infringement claim may also obtain an injunction that may prevent us from selling our products or using technology that contains the allegedly infringing components. Any litigation or claims, whether or not valid or successful, could result in substantial costs, negative publicity, and diversion of resources and management attention.

As our patents may expire, our patent applications may not be granted, and our patent rights may be contested, our registered, issued, and applied-for intellectual property may not protect us effectively, limiting our ability to prevent others from developing or exploiting competing technologies.

As of the date of this proxy statement/prospectus, we own twelve (12) issued U.S. patents, two (2) issued Norwegian patents and one (1) pending U.S. patent application. We cannot guarantee that all of our pending patent applications will be issued or that the rights granted under any issued patents will provide us with meaningful protection or competitive advantages. Even if granted, our patents may be contested, circumvented, or invalidated in the future, and the claims covering such patents may not be broad enough to prevent others from developing similar or competing technologies. It is also possible that the intellectual property rights of others could bar us from licensing and exploiting our patents. If any of our existing issued patents or pending patent applications are successfully challenged, our ability to prevent others from developing or exploiting competing technologies would be materially and adversely affected.

If we are unable to adequately protect our unpatented proprietary technologies, trade secrets, processes, and know-how, our competitive position may be harmed, resulting in a loss of revenue or significant litigation costs.

In addition to our patented technologies, we rely on our proprietary information, trade secrets and other confidential information to protect our intellectual property rights that we believe are best protected through contractual means, particularly information concerning software, sustaining engineering, and proprietary processes developed by our R&D teams. We generally seek to protect such confidential or proprietary information by entering into confidentiality and non-disclosure agreements with our employees, consultants, manufacturers, and other third parties. Nevertheless, such agreements may be breached or fail to prevent unauthorized disclosure or use of our confidential or proprietary information, or may be difficult to enforce in certain international jurisdictions, particularly in China, where our related-party manufacturing and R&D activities are currently concentrated. Policing the unauthorized use of our proprietary technology is difficult and costly, and litigation may be necessary to enforce our intellectual property rights. Any disclosure of our trade secrets to a competitor, whether lawfully or otherwise, could have a material adverse effect on our business and competitive advantage.

We depend on IT to conduct our business, and a failure of our IT systems or a cyberattack could adversely impact our business and lead to the loss or theft of proprietary data or personal information.

Our ability to keep our business operating effectively depends on the functional and efficient operation of information technology systems and facilities, both internally and externally. We rely on these systems to, among other things, make a variety of day-to-day business decisions as well as to record and process transactions, billings, payments, inventory, and other data on a daily basis. Our systems, as well as those of our customers, suppliers, partners, and service providers, also contain sensitive confidential information, personal information, or intellectual property and are susceptible to interruptions, including those caused by systems failures, cyber-attacks, and other natural or man-made incidents or disasters, which may be prolonged or go undetected. Cyber-attacks, both domestically and abroad, are increasing in their frequency, sophistication, and intensity, and have become increasingly difficult to detect. Although we have and continue to take precautions to prevent, detect, and mitigate such events, a significant or large-scale interruption of our information technology systems or facilities could adversely affect our ability to manage and keep our operations running efficiently and effectively, and could result in significant costs, fines, regulatory investigations, or litigation. An incident that results in a wider or sustained disruption to our business or products could have a material adverse effect on our business, financial condition, and results of operations.

Additionally, certain of our products contain complex information technology systems designed to support our products and services, and could be susceptible to interruptions, including the possibility of unauthorized access. Although we have designed and implemented security measures to prevent and detect such unauthorized access or cyber threats from occurring, we cannot assure you that vulnerabilities will not be identified in the future, or that our security efforts will be fully successful. Further, maintaining and updating these systems may require significant costs and often involves implementation, integration, and security risks, including risks that we may not adequately anticipate the market or technological trends or that we may experience unexpected challenges that could cause financial, reputational, and operational harm. However, failing to properly respond to and invest in information technology advancements may limit our ability to attract and retain customers, prevent us from offering similar products and services as those offered by our competitors or inhibit our ability to meet regulatory or other requirements.

To date, we have not experienced a system failure, cyber-attack, or security breach that has resulted in a material interruption in our operations or material adverse effect on our financial condition. While we continuously seek to expand and improve our information technology systems and maintain adequate disclosure controls and procedures, we cannot assure you that such measures will prevent all interruptions or security breaches that could adversely affect our business.

Risks Related to SPAC and the Business Combination

Unless the context otherwise requires, all references to the “SPAC,” “we,” “us” or “our” refer Inflection Point Acquisition Corp. V prior to the consummation of the Business Combination.

Directors and officers of the SPAC, the Sponsors and their affiliates have interests in the Business Combination and the proposals described in this proxy statement/prospectus that are different from, or in addition to and/or in conflict with, those of the SPAC Shareholders generally.

When you consider the recommendation of the SPAC Board in favor of approval of the Business Combination Proposal and the other Shareholder Proposals included herein, you should keep in mind that the Sponsors and SPAC’s directors and officers have interests in such proposals that are different from, in addition to and/or in conflict with, those of the SPAC Shareholders generally. These interests include, among other things:

•        The Prior Sponsor holds 2,028,750 Founder Shares, initially purchased for $0.008 per share. Such 2,028,750 PubCo Ordinary Shares that the Prior Sponsor and its permitted transferees will receive upon conversion of such Retained Shares in the Business Combination, if unrestricted and freely tradable, would have an aggregate value of approximately $21.44 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

•        The New Sponsor purchased 990,000 Founder Shares and the assignment of the Sponsor Loan for an aggregate of $1,800,000, in a private placement consummated on September 9, 2025. Such 990,000 PubCo Ordinary Shares that the New Sponsor and its permitted transferees will receive upon conversion of such Founder Shares in the Business Combination, if unrestricted and freely tradable, would have an aggregate value of approximately $10.46 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

•        Given the differential in the purchase price that the each of the Sponsors paid for the Founder Shares as compared to the price of the SPAC Class A Shares included in the SPAC Units sold in the IPO, the Sponsors may earn a positive rate of return on its investment even if the PubCo Ordinary Shares trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsors diverge from the economic interests of Public Shareholders because the Sponsors will realize a gain on their investment at times when the Public Shareholders realize a loss.

•        The Prior Sponsor purchased 125,000 Private Placement Units for $1,250,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO. Each Private Placement Unit consists of one SPAC Class A Share and one SPAC Right exchangeable for one-fifth of one SPAC Class A Share. Following the Business Combination, the 150,000 PubCo Ordinary Shares that the Prior Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $1.59 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Ordinary Shares will be subject to lock-up restrictions, we believe such shares will have less value.

•        Each of the Sponsors will lose its entire investment in us, valued at approximately $1,275,000 for the Prior Sponsor and $1,800,000 for the New Sponsor, if we do not complete a business combination within the completion window. If we do not consummate a business combination by such date, as promptly as reasonable but not more than ten business days thereafter, we will redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to our obligations under Cayman Islands law to provide for the claims of creditors and the requirements of other applicable law. In such event, the 2,153,750 and 990,000 SPAC Ordinary Shares held by the Prior Sponsor and New Sponsor, respectively, may be worth very little, because following the redemption of Public Shares, we would likely have few, if any, net assets and because the Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period. Additionally, in such event, the 125,000 SPAC Rights underlying the Private Placement Units held by the Prior Sponsor will expire and become worthless.

•        In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up. Following the Business Combination, the 4,481,250 PubCo Restricted Shares received upon the conversion of such Company Restricted Shares, if unrestricted and freely tradable, would have had an aggregate market value of approximately $47.37 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such PubCo Restricted Shares will be subject to vesting, we believe such shares will have less value.

•        Pursuant to the Signing PIPE Subscription Agreement, the New Sponsor purchased (i) 2,352,941 Company Preferred Shares and (ii) Company Warrants exercisable for 980,392 Company Ordinary Shares, for an aggregate investment amount of $20,000,000. At Closing, each of the Company Preferred Shares and the Company Warrants will be converted into the right to receive 2,464,986 PubCo Preferred Shares (assuming $25,882,353 of Accrued Value which represents the Stated Value plus an assumed 12 months of PIK dividends, and using a Redemption Price of $10.50, representing the lesser of (a) $10.50 and (b) the per share amount held in the SPAC’s trust account as of June 30, 2026) convertible into 2,156,863 PubCo Ordinary Shares (at an initial conversion price of $12.00 per share) and 980,392 PubCo Warrants (which is calculated as the Stated Value, divided by the $12.00 conversion price, multiplied by 0.5) exercisable for 980,392 PubCo Ordinary Shares at an initial exercise price of $12.00. Calculated on an as-converted basis, the 3,137,255 PubCo Ordinary Shares, would have an aggregate market value of approximately $32.56 million based on the closing price of $10.57 per SPAC Class A Share on Nasdaq on August 10, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, and such shares will not be subject to a lock-up. However, given such securities are not in-the-money as of the date of this proxy statement/prospectus, we believe such securities will have less value.

•        New Sponsor will receive its allocable portion of the Earnout Shares (not to exceed 6.25% of the aggregate Earnout Shares), in three tranches respectively, if PubCo and its subsidiaries achieve certain EBITDA targets following the Closing.

•        The Sponsors and the SPAC’s officers and directors have agreed not to redeem any of the SPAC Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

•        If the Trust Account is liquidated, the New Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into a letter of intent, confidentiality or similar agreement or business combination agreement or claims of any third party for services rendered or products sold to us (other than our independent registered public accounting firm and the Representatives), but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•        The SPAC’s existing and former officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination. Additionally, pursuant to the A&R Letter Agreement and the Indemnification Agreement, the indemnification of the Prior Sponsor and New Sponsor, respectively, will survive the Closing.

•        In connection with the Closing, the New Sponsor and the SPAC’s current officers and directors would be entitled to the repayment of any outstanding working capital loans and advances that have been made to the SPAC. In order to finance transaction costs in connection with a business combination, the New Sponsor or certain of the SPAC’s officers or directors may, but are not obligated to, loan the SPAC Working Capital Loans. In the event that a business combination does not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans are outstanding.

•        Additionally, the New Sponsor would be entitled to the repayment of any loans that have been made to the SPAC pursuant to Sponsor Loan. In the event that a business combination does not close, the SPAC may use a portion of the working capital held outside the Trust Account to repay the Sponsor Loan, but no proceeds from the Trust Account would be used to repay the Sponsor Loan. As of the date of this proxy statement/prospectus, $800,000 is outstanding under the Sponsor Loan.

•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the New Sponsor, and the SPAC’s current officers and directors and their respective affiliates may be entitled to

reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans. As of the date of this proxy statement/prospectus, no reimbursable out-of-pocket expenses, advances, and other loans were outstanding.

•        Pursuant to the Registration Rights Agreement, the SPAC’s officers and directors, and the Sponsors and its members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the PubCo Ordinary Shares held by such parties following the consummation of the Business Combination. It is estimated that each of the Prior Sponsor and New Sponsor will hold 2,178,750 and 13,706,544 (excluding the PubCo Ordinary Shares underlying the PubCo Warrant) PubCo Ordinary Shares, respectively, eligible for registration.

•        The continued indemnification of former and current directors and officers of SPAC and the New Sponsor and the continuation of directors’ and officers’ liability insurance after the Business Combination.

•        The fact that Kevin Shannon is expected to be a director of PubCo following the Business Combination. As such, in the future, he may receive fees for his service as a director, which may consist of cash or stock-based awards, and any other remuneration that the PubCo Board determines to pay its non-employee directors.

•        The fact that the New Sponsor and SPAC’s current directors and officers may be incentivized to complete the Business Combination, or an alternative initial business combination, with a less favorable company or on terms less favorable to shareholders, rather than to liquidate, which would cause the New Sponsor to lose its entire investment. As a result, the New Sponsor may have a conflict of interest in determining whether GOWell is an appropriate business with which to complete a business combination and/or in evaluating the terms of the Business Combination.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to the SPAC, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About the SPAC — Conflicts of Interest.”

The Sponsors and Representatives have agreed to vote in favor of the Business Combination, regardless of how our Public Shareholders vote.

The Sponsors and Representatives have agreed to vote all the Founder Shares and any SPAC Class A Shares they may hold in favor of all the proposals being presented at the EGM. As of the Record Date, the Sponsors and Representatives collectively owned 990,000 Founder Shares and 2,294,375 SPAC Class A Shares, consisting of the Retained Shares and the SPAC Class A Shares underlying the Private Placement Units, representing approximately 27.6% of the issued and outstanding SPAC Ordinary Shares. As a result, we would only need 2,670,314, or 31.0% of the 8,625,000 Public Shares outstanding to be voted in favor of the Business Combination in order to approve the Business Combination Proposal by ordinary resolution, assuming that all outstanding SPAC Ordinary Shares are present and cast a vote at the EGM. Assuming that only the holders of 3,969,793 SPAC Ordinary Shares, representing a quorum under the SPAC Articles, vote at the EGM, we will not need any Public Shares in addition to the SPAC Ordinary Shares held by the Sponsors and Representatives to be voted in favor of the Business Combination Proposal.

The SPAC Articles provide that the Merger Proposal requires approval pursuant to a special resolution, being the affirmative vote of the holders of at least two-thirds of the votes cast by such shareholders, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the EGM. As a result, in addition to the Founder Shares and SPAC Ordinary Shares held by the Sponsors and Representatives, we would need 4,655,209 SPAC Ordinary Shares, or 54.0% of the 8,625,000 Public Shares outstanding to be voted in favor of the Merger in order to approve the Merger Proposal by special resolution, assuming that all outstanding SPAC Ordinary Shares are present and vote at the EGM. Assuming that only the holders of 3,969,793 SPAC Ordinary Shares, representing a quorum under the SPAC Articles, vote at the EGM, we will not need any Public Shares in addition to the SPAC Ordinary Shares held by the Sponsors and Representatives to be voted in favor of the Merger Proposal.

Past performance by the New Sponsor, our management team, 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 PubCo.

Information regarding the New Sponsor, our management team, 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 the New Sponsor, 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 any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of the New Sponsor, our management team, 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 the New Sponsor, each of the members of our management team, or their respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

The SPAC’s shareholders will experience dilution due to the issuance of PubCo Ordinary Shares and securities convertible into PubCo Ordinary Shares in the Business Combination and the PIPE Investments.

The SPAC’s shareholders will experience immediate dilution as a consequence of the issuance of PubCo Ordinary Shares to the GOWell Shareholder as consideration in the Business Combination, the issuance of PubCo Restricted Shares, and the issuance of PubCo Preferred Shares and PubCo Warrants in the PIPE Investments.

Currently, the Public Shareholders and the Sponsors and Representatives own 72.4% and 27.6% of the issued and outstanding SPAC Ordinary Shares, respectively. Immediately following the Closing, assuming No Redemptions of Public Shares, and without giving effect to any dilutive instruments, which consist of the Signing PIPE Securities, Closing PIPE Securities, and Earnout Shares, it is expected that (i) Public Shareholders will own approximately 18.4% of PubCo Ordinary Shares issued and outstanding at that time, (ii) holders of the Public Rights will own approximately 3.7% of PubCo Ordinary Shares issued and outstanding at that time, (iii) the New Sponsor will own approximately 2.1% of the PubCo Ordinary Shares issued and outstanding at that time (which includes 990,000 Founder Shares), (iv) the SPAC’s officers and directors will own approximately 9.6% of the PubCo Ordinary Shares issued and outstanding at that time (which includes 4,481,250 PubCo Restricted Shares), (v) the Prior Sponsor and the Representatives will own approximately 5.0% of the PubCo Ordinary Shares outstanding issued and at that time (which includes 2,028,750 Retained Shares and 318,750 SPAC Class A Shares and SPAC Rights underlying the Private Placement Units after giving effect to the exchange of the SPAC Rights), and (vi) the GOWell Shareholder will own approximately 61.2% of the PubCo Ordinary Shares issued and outstanding at that time. As redemptions increase, the overall percentage ownership held by the Sponsors, Representatives, Insiders, and the GOWell Shareholder will increase as compared to the overall percentage ownership and voting percentage held by Public Shareholders, thereby increasing dilution to Public Shareholders.

Further, PubCo will have PubCo Preferred Shares and PubCo Warrants outstanding at the Closing, the GOWell Shareholder and New Sponsor will have the ability to earn the Earnout Shares, transaction bonus awards and equity incentives may be issued to GOWell executives, and there will be up to ten percent (10%) of the aggregate number of PubCo Ordinary Shares issued and outstanding on a fully diluted basis immediately after the Closing available for issuance under the PubCo Incentive Plan. Such securities represent additional sources of dilution.

Accordingly, Public Shareholders, as a group, will experience immediate dilution as a consequence of the Business Combination.

For more information on the percentage of the issued and outstanding PubCo Ordinary Shares immediately following the Closing that are expected to be held by securityholders, in various redemptions scenarios, see “Questions and Answers About the Business Combination — What equity stake will current SPAC Shareholders and the GOWell Shareholder hold in PubCo immediately after the consummation of the Business Combination?” and for more information about dilution to Public Shareholders, see “Dilution.”

We intend to issue shares to investors in connection with the Business Combination at a price which may be less than the prevailing market price of our shares at the Closing.

In connection with the Closing, we will issue shares to the GOWell Shareholder at a per share price equal to the Redemption Price, subject to a cap of $10.50. As of June 30, 2026, the Redemption Price was $10.54. Accordingly, as a result of the cap set forth in the Business Combination Agreement, the per share price used for the calculation of the consideration to the GOWell Shareholder will be less than the Redemption Price per Public Share and may be less than the market price for our shares at and after the Closing. This may dilute the interests of the existing SPAC Shareholders in a manner that would not ordinarily occur in a traditional IPO and could result in both a reduction in the trading price of our shares and fluctuations in the net tangible book value per share of PubCo’s securities following the Closing.

PubCo’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what PubCo’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, or the future consolidated results of operations or financial position of PubCo. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The projections and forecasts presented in this proxy statement/prospectus were prepared before the date of this proxy statement/prospectus and were based on assumptions that may not prove, or have already not proved, to be an indication of the actual results of the transaction or PubCo’s future results.

This proxy statement/prospectus contains projections prepared by GOWell on October 5, 2025 and updated projections prepared by GOWell on April 13, 2025. The GOWell Initial Projections estimated revenue of approximately $51.6 million and $80.2 million for the years ended December 31, 2025 and 2026, respectively, while the GOWell Updated Projections estimate revenue of approximately $47.0 million for the year ended December 31, 2025 and a range of $60.0–$68.0 million for the year ended December 31, 2026. None of the projections included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination, toward complying with IFRS or toward complying with SEC guidelines. The projections were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of GOWell and the SPAC and exclude, among other things, transaction-related expenses, or the effect on GOWell of any business or strategic decision or action that will or may be taken by PubCo as a result of the Business Combination having been closed. Important factors that have affected and may affect actual results and results of GOWell’s operations since the date the projections were prepared and PubCo’s operations following the Business Combination, or have led or could lead to such projections and forecasts not being achieved include, but are not limited to: (1) an evolving competitive landscape, (2) successful management of the business, (3) retention of key personnel, (4) unexpected expenses, and (5) general economic conditions. As such, these projections may be inaccurate and should not be relied upon as an indicator of actual past or future results. Furthermore, the projections do not take into account any circumstances or events occurring after the dates on which the projections were prepared, respectively, which, with respect to the GOWell Initial Projections, was October 5, 2025, and with respect to the GOWell Updated Projections, was April 13, 2026.

As of the date of this proxy statement/prospectus, GOWell’s management has advised SPAC that the GOWell Initial Projections no longer represented management’s reasonable view on GOWell’s future financial performance due to (i) the near-term operational impact of the ongoing Iran conflict on certain of GOWell’s markets, which management believes has resulted in a short-term reduction in activity levels but which is expected to create favorable mid-term demand as shut-in wells are brought back online; and (ii) timing shifts in certain capital sales project deliveries, which management views as a deferral of revenue into future periods rather than a loss of contracted business, as GOWell has not lost any project awards. For these reasons, GOWell management views the reduction reflected in the GOWell Updated Projections as representing the effect of near-term, identifiable factors rather than a fundamental change to GOWell’s long-term business outlook or competitive positioning.

The continued inclusion of the GOWell Initial Projections in this proxy statement/prospectus should not be deemed an admission or representation by SPAC or its affiliates, officers, directors, advisors or other representatives or any other person that they considered, or considers, it to be material information of GOWell, particularly in light of the inherent

risks and uncertainties associated with such forecasts. Based on the circumstances described above, neither the SPAC Board nor SPAC’s management team continues to rely on the GOWell Initial Projections herein. The summary of the GOWell Initial Projections included herein is not being included in this proxy statement/prospectus in order to influence any public shareholder’s decision or to induce any public shareholder to vote in favor of any of the proposals at the extraordinary general meeting, but is being provided solely because, as required under applicable law, it was made available to the SPAC Board in connection with SPAC’s consideration of the Transactions.

In light of the foregoing, and considering that the extraordinary general meeting will be held months after the GOWell Updated Projections were prepared, as well as the uncertainties inherent in any forecasted information, public shareholders are cautioned not to place undue reliance on such information.

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

The Business Combination Agreement requires us to have $50 million of Closing Cash in order to meet the Minimum Cash Condition. We do not know how many Public Shareholders may exercise their redemption rights. While we expect that the combined $70 million of funding from the PIPE Investments will allow us to meet the Minimum Cash Condition even if all Public Shares are redeemed, it is possible that this may not be the case including, for example, if the Closing PIPE Investment is terminated or the investor fails to fund its subscription and if the SPAC fails to retain at least $30 million of the funds in the Trust Account. Additionally, if a larger number of Public Shares are submitted for redemption than we initially expected, we may need to arrange for additional debt or equity financing to provide working capital to PubCo following the Closing. There can be no assurance that such debt or equity financing will be available to us if we need it or, if available, the terms will be satisfactory to us. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels and may increase the probability that the Business Combination will be unsuccessful. If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we complete an alternate initial business combination or if we are unable to complete an initial business combination within the time period provided by the SPAC Articles. If you are in need of immediate liquidity, you could attempt to sell your Public Shares in the open market; however, at such time the trading price of our Public Shares may be less than the Redemption Price. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your Public Shares in the open market.

The SPAC’s officers and directors may negotiate employment and consulting agreements with GOWell, and the Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Business Combination is the most advantageous.

The SPAC’s officers and directors may be able to remain with PubCo after the completion of the Business Combination only if they are able to negotiate employment or consulting agreements with GOWell in connection with the Business Combination. In connection with the Business Combination Agreement, New Sponsor is negotiating on behalf of certain of SPAC’s officers and directors to enter into consulting agreements with PubCo, pursuant to which those certain persons will provide consulting services to PubCo, and pursuant to the Business Combination Agreement, prior to the Second Merger Effective Time, GOWell will issue an aggregate of 4,481,250 Company Restricted Shares to such persons as consideration for services rendered and to be rendered to PubCo. Such shares are expected to be allocated as follows: 3,315,938 shares to Michael Blitzer, the Chairman and Chief Executive Officer of SPAC, 1,105,312 shares to Kevin Shannon, Chief Operating Officer of SPAC, and 20,000 shares to each of William Denkin, Steven Tannenbaum and Carolyn Trabuco, independent directors of SPAC. At the Second Merger Effective Time, each outstanding Company Restricted Share will be converted into one PubCo Restricted Share. The PubCo Restricted Shares will vest 90 days after the Closing, subject to continued service, and will not be subject to further lock-up. As of the date of this proxy statement/prospectus, there are no other commitments for PubCo and GOWell to enter into employment or consulting agreements with the SPAC’s officers or directors. Such negotiations could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the Business Combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in completing the Business Combination, subject to their fiduciary duties under Cayman Islands law.

The Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates may elect to purchase Public Shares or Rights, which may influence a vote on the Business Combination and reduce the public “float” of the Public Shares or Public Rights.

At any time prior to the EGM, during a period when they are not then aware of any material nonpublic information regarding the SPAC or its securities, the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or Public Rights in privately negotiated 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 number of Public 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 have not formulated any terms 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, although still the record holder of SPAC securities, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates 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.

The purpose of any such transactions could be to (1) increase the likelihood of obtaining the SPAC Shareholder Approval of the 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 Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of 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 or the SPAC’s 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 the event the Sponsors, the SPAC’s or GOWell’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares or SPAC 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:

•        this proxy statement/prospectus discloses the possibility that the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or warrants from Public Shareholders outside the redemption process, along with the purpose of such purchases;

•        if the Sponsors or the SPAC’s 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 Redemption Price;

•        any of our securities purchased by the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates will not be voted in favor of approving the Business Combination;

•        the Sponsors or the SPAC’s directors, managers, officers, 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

•        we will disclose in a Form 8-K, before the EGM, the following material items:

•        the amount of securities purchased outside of the redemption offer by the Sponsors or the SPAC’s, the SPAC’s, or GOWell’s directors, managers, officers, advisors and their affiliates, along with the purchase price;

•        the purpose of the purchases by the Sponsors or the SPAC’s, the SPAC’s, or GOWell’s directors, managers, officers, advisors and their affiliates;

•        the impact, if any, of the purchases by the Sponsors or the SPAC’s directors, managers, officers, advisors and their affiliates on the likelihood that the Business Combination will be approved;

•        the identities of the security holders who sold to the Sponsors or the SPAC’s directors, managers, officers, advisors and their 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 SPAC’s, or GOWell’s directors, managers, officers, advisors and their affiliates; and

•        the number of Public Shares for which the SPAC has received redemption requests pursuant to its redemption offer.

Entering into any such arrangements may increase the number of shares sold into the market, which may have a depressive effect on the price of the PubCo Ordinary Shares. In addition, the public “float” of our Public Shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

If a Public Shareholder fails to receive notice of our offer to redeem the Public Shares in connection with the Business Combination, or fails to comply with the procedures for submitting or tendering its Public Shares, such Public Shares may not be redeemed.

Pursuant to the SPAC Articles, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash in connection with the completion of the Business Combination. Public Shareholders may demand. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)     (i) hold Public Shares or (ii) hold Public Shares through the SPAC Units and elect to separate your the SPAC Units into the underlying Public Shares and Public Rights prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that the SPAC redeem all or a portion of your Public Shares for cash; and

(c)     deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on September 1, 2026 (two business days before the initial scheduled date of the EGM) in order for their Public Shares to be redeemed. Any Public Shareholders who fail to properly elect to redeem their Public Shares and deliver their Public Shares in the manner described above will not be entitled to have her or his shares redeemed. See the section entitled “Extraordinary General Meeting of SPAC Shareholders — Redemption Rights” for the procedures to be followed if you wish to have your Public Shares redeemed for cash.

A Public Shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account may not put such shareholder in a better future economic position.

The price at which a shareholder may be able to sell its PubCo Ordinary Shares in the future following the completion of the Business Combination is not determinable as of the date of this proxy statement/prospectus. Certain events following the consummation of the Business Combination may cause an increase in the SPAC’s share price and may result in a lower value realized now than a Public Shareholder might realize in the future had the shareholder redeemed their Public Shares. Similarly, if a Public Shareholder does not redeem their Public Shares, the shareholder will bear the risk of ownership of PubCo Ordinary Shares after the consummation of the Business Combination, and a shareholder may not be able to sell its PubCo Ordinary Shares in the future for a greater amount than the Redemption Price set forth in this proxy statement/prospectus. A Public Shareholder should consult, and rely solely upon, the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If you or a “group” of shareholders are deemed to hold in excess of 15% of the Public Shares, you may lose the ability to redeem all such shares in excess of 15% of our Public Shares.

The SPAC Articles provide that a Public Shareholder, together with any affiliate of such shareholder or any other Person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, 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 the Business

Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions at a time when the trading price is less than the Redemption Price. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete the Business Combination. And as a result, you will continue to hold that number of Public 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.

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.

As of December 31, 2025, the SPAC had $25,745 in its operating bank account and a working capital deficit of $2,079,709. Subsequent to December 31, 2025, the SPAC entered into two Amendments to the Sponsor Loan, which increased the aggregate principal amount of the Promissory Note to $800,000 to reflect $300,000 of additional advances made by the New Sponsor to the SPAC for working capital. While we believe that the funds available to us outside of the Trust Account will be sufficient to allow us to operate until at least the completion of the Business Combination, we cannot assure you that our estimate is accurate.

Neither the Sponsors, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon the Closing. Up to $1,500,000 of any loans may be convertible into Private Placement Units at a price of $10.00 per Private Placement Unit at the option of the lender. Prior to the Closing, we do not expect to seek loans from parties other than the New Sponsor or an affiliate of the New Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we are unable to complete the Business Combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our Public Shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our Public Shares. The Public Rights may expire worthless.

SPAC Shareholders who acquired Public Shares in the IPO will have their ownership interests diluted to the extent of the difference between the initial public offering price of $10.00 per Public Share sold in the IPO and the net tangible book value per share at the time of the Business Combination.

SPAC Shareholders who acquired Public Shares in the IPO will have their ownership interests diluted to the extent of the difference between the initial public offering price of $10.00 per Public Share sold in the IPO and the net tangible book value per share at the time of the Business Combination. As of Mrach 31, 2026, SPAC’s net tangible book value was $(6.6) million, calculated as total assets of $90.3 million less total liabilities of $6.8 million, and less Public Shares subject to redemption classified in mezzanine equity of $90.1 million. The number of SPAC Ordinary Shares outstanding as of March 31, 2026, was 11,909,375, which includes 10,919,315 SPAC Class A Shares and 990,000 SPAC Class B Shares. In connection with the consummation of the Business Combination, after giving effect to funds released from the Trust Account at Closing across various redemption levels, transaction costs expected to be incurred by SPAC, and the issuance of PubCo Ordinary Shares to holders of SPAC Rights, but excluding the effects of the Business Combination transaction itself (that is, excluding the issuance of PubCo Ordinary Shares to the GOWell Shareholder, the Earnout Shares, GOWell’s transaction expenses, any options or other grants that may be issued pursuant to the PubCo Incentive Plan, and the funding of the PIPE Investment and issuance of the PIPE Securities as such PIPE Securities are accounted for as liabilities), net tangible book value, as adjusted, will be $77.4 million in the No Redemptions Scenario, $54.7 million in the 25% Redemptions Scenario, $31.9 million in the 50% Redemptions Scenario, $9.2 million in the 75% Redemptions Scenario, and $(13.5) million in the Maximum Redemptions Scenario. Total shares outstanding in each such redemptions scenario (excluding the effect of the Business Combination itself) will be 13,687,500, 11,531,250, 9,375,000, 7,218,750, and 5,062,500, respectively. Accordingly, the net tangible book value per share, as adjusted, will be $5.65 in the No Redemptions Scenario, $4.74 in the 25% Redemptions Scenario, $3.41 in the 50% Redemptions Scenario, $1.27 in the 75% Redemptions Scenario, and $(2.67) in the Maximum Redemptions Scenario.

The net tangible book value per share, as adjusted, is materially less than the $10.00 per share price of the IPO, materially less than the assumed $10.50 per share price ascribed to such shares in the Business Combination Agreement, and materially less than the amount per share that Public Shareholders would be entitled to receive upon exercise of their Redemption rights (which, for illustrative purposes, was approximately $10.50 per share). Accordingly, Public Shareholders will experience material dilution. For additional information, including calculations of the net tangible book value per share, as adjusted, see the section of this proxy statement/prospectus entitled “Dilution”.

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

If we are unable to consummate the Business Combination or another initial business combination by the date required in the SPAC 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 SPAC 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 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 Business Combination or another initial business combination.

Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a “going concern.”

Our independent registered public accounting firm has included in its report to our financial statements as of and for the year ended December 31, 2025, an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. As of December 31, 2025, the SPAC had $25,745 in its operating bank account and a working capital deficit of $2,079,709, and SPAC has incurred and expects to continue to incur significant costs in pursuit of a business combination. Further, the SPAC is required to consummate a business combination by August 14, 2026, which date may be extended by a shareholder-approved amendment to the SPAC’s Articles, or else liquidate and dissolve. SPAC’s 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 SPAC’s ability to continue as a going concern. As reported in the SPAC’s annual report as of and for the year ended December 31, 2025, the SPAC’s management planned to consummate the Business Combination prior to the mandatory liquidation date. No adjustments were made to the carrying amounts of assets or liabilities should the SPAC be required to liquidate after August 14, 2026. Accordingly, the SPAC’s management has determined that the mandatory liquidation, should the Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern.

If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination or another initial business combination or force us to abandon our efforts to complete an initial business combination.

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

•        restrictions on the nature of our investments; and

•        restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination, or any other initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

•        registration as an investment company with the SEC;

•        adoption of a specific form of corporate structure; and

•        reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.

In order not 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 of 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 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.

In 2024, the SEC provided guidance that the determination of whether a SPAC, like us, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a SPAC’s duration, asset composition, business purpose and activities. 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, the SPAC was formed for the purpose of completing an initial business combination with one or more businesses or entities, such as the Business Combination with GOWell. Since our inception, our business has been and will continue to be focused on identifying and completing the 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, and operating our business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Further, investing in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the SPAC 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, 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 the SPAC Articles. If we do not invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act.

If we 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 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 $10.54 per Public Share, which is based on estimates as of the Record Date, 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.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the 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 the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, the interest earned on the funds held in the Trust Account may be materially reduced, which would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the SPAC.

We intend to initially hold the funds in the Trust Account as cash or in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. U.S. government treasury obligations are considered “securities” for purposes of the Investment Company Act, while cash is not. As noted above, one of the

factors the SEC identified as relevant to the determination of whether a SPAC which holds securities could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s duration. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, the greater the risk that SPAC may be deemed to be an unregistered investment company, in which case SPAC may be required to liquidate. To mitigate the risk of us being deemed to be an 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, we may, at 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 the 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 or liquidation of the SPAC. Following such liquidation, the rate of interest we receive on the funds held in the Trust Account may be materially decreased. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of the SPAC.

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

We are subject to rules and regulations by various national, regional and local governing bodies, including, for example, the SEC, and to new and evolving regulatory measures under applicable law. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly and our efforts to comply with such new and evolving laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention. In addition, these changes could have a material adverse effect on our business, investments and results of operations.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice 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 things, disclosure in SEC filings in connection with initial business combination transactions; the financial statement requirements applicable to transactions involving shell companies; the use of financial projections in SEC filings in connection with proposed initial business combination transactions; and the potential liability of certain participants in proposed initial business combination transactions. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. A failure to comply with applicable laws or regulations and any subsequent changes, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete the Business Combination.

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.

Our 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 SPAC 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; and (iii) the redemption of our Public Shares if we are unable to complete an initial business combination within the completion window, 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.

The SPAC Board has not requested, and does not anticipate requesting, an updated opinion from its financial advisor reflecting changes in circumstances that may have occurred since the signing of the Business Combination Agreement.

On October 13, 2025, Newbridge delivered its oral opinion, which it subsequently confirmed in writing, to the SPAC Board that, as of that date and based on and subject to the assumptions and other matters described in the written opinion, (i) the Initial Merger Consideration to be paid by the SPAC in the Business Combination pursuant to the Business Combination Agreement was fair, from a financial point of view, to the unaffiliated shareholders of the SPAC, and (ii) the Transaction has an aggregate fair market value of at least 80.0% of the value of the assets held by SPAC in its Trust Account (excluding deferred underwriting fees and taxes payable on income earned on the Trust Account) at the time the Business Combination Agreement was signed. The SPAC does not intend to obtain an updated opinion from its financial advisor prior to the consummation of the Business Combination. Changes in the proposed operations and prospects of GOWell, general market and economic conditions and other factors that may be beyond the control of the SPAC or GOWell may alter the value of the SPAC or GOWell or the price of the SPAC’s shares by the time the Business Combination is completed. Newbridge’s opinion speaks as of the date it was rendered, and does not speak as of any other date, and as such, Newbridge’s opinion does not address the fairness of the Initial Merger Consideration, from a financial point of view, as of any date other than the date of such opinion, including at the time the Business Combination is completed. For a description of the opinion, see “The Business Combination — Opinion of SPAC’s Financial Advisor.” A copy of Newbridge’s opinion, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on and scope of the review undertaken by Newbridge, is attached hereto as Annex M.

The SPAC’s ability to complete the Business Combination with GOWell may be impacted if the 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.

The 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 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.

SPAC is a Cayman 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. Each of PubCo and GOWell is a Cayman Islands exempted company. The holder of 100% of the Company 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, it is expected that such shareholder will hold between 53.2% and 63.4% of the outstanding PubCo Ordinary Shares, depending on the level of Redemptions, including the PubCo Ordinary Shares issuable upon conversion of the PubCo Preferred Shares issued pursuant to the PIPE Investments, and excluding (i) the Earnout Shares, (ii) the PubCo Warrants, (iii) the PubCo Ordinary Shares underlying the PubCo Warrants, and (iv) the PubCo Ordinary Shares issuable under the PubCo Incentive Plan. We further do not believe a CFIUS filing would be required for the Business Combination provided that no other foreign person will acquire “control” of PubCo or GOWell and 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 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 Business Combination. Involvement of any non-U.S. persons in the Business Combination (e.g., as existing shareholders of a target company or as investors), however, may increase the risk that the Business Combination becomes subject to regulatory review, including review by CFIUS.

If the 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 the 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 the Business Combination, our failure to obtain any required approvals within the completion window may require us to liquidate. If we are unable to consummate the 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.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete the Business Combination, subject to GOWell’s consent, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.