Inflection Point Acquisition Corp V

The Extension Amendment Proposal requests shareholder approval to amend the Company’s Articles to push the outside date for completing an initial business combination from August 14, 2026 to August 31, 2026 and to authorize the Board to further extend the outside date up to four additional one‑month increments to a final date no later than December 31, 2026. Management is seeking this approval because the parties to the previously disclosed Business Combination with GOWell require additional time to satisfy closing conditions, including SEC filings, and the Board has concluded there may not be sufficient time before the Current Outside Date to hold the shareholder vote and close the Business Combination. If approved, the amendment will also trigger a redemption offer allowing Public Shareholders to redeem all or a portion of their Public Shares for a pro rata amount of the Trust Account, which preserves shareholder liquidity and choice while allowing the Company to use remaining trust funds to pursue the combination. The proposal is conditional on the special‑resolution voting threshold under Cayman Islands law (a two‑thirds majority of outstanding Ordinary Shares voting as a single class), and the Company discloses the Sponsors’ substantial voting interest and how that affects the vote math. Implementation of the Extension will reduce the Trust Account by the Withdrawal Amount for redeeming shareholders, potentially leaving less cash to consummate the Business Combination and increasing the Insiders’ percentage ownership; management acknowledges that risk. The Board recommends a vote FOR the amendment on the grounds that the Company has invested time and resources into the proposed Business Combination and extension increases the chance of its completion, while preserving Public Shareholders’ redemption rights; it also notes there is no assurance the Business Combination will close even if the Extension is approved. The proposal raises governance considerations because Insiders have incentives (founder shares, private placement units, potential earnouts and other arrangements) that differ from public holders, and the proxy includes disclosure of potential insider purchases of Public Shares and indemnities that may affect outcomes. In evaluating the merits, a sophisticated analyst should weigh the incremental probability the extension provides for closing the Business Combination and any associated dilution or liquidity impacts on remaining public holders against the backdrop of sponsor interests, redemption risk, regulatory or transactional obstacles (including CFIUS and SEC processes) and the reduced cash available in the Trust Account if many shareholders redeem.

The Adjournment Proposal asks shareholders to grant the Board authority, by ordinary resolution, to adjourn the Extraordinary General Meeting to later date(s) if there are insufficient votes to approve the Extension Amendment Proposal or if additional time is otherwise needed to effectuate the Extension. Management includes this as a fallback mechanism to permit further solicitation of proxies and allow for logistical timing to implement the Extension should initial voting at the meeting fall short of the requisite thresholds. The adjournment authority is conditional and would only be presented if the Board determines it is necessary; approval requires a simple majority. Management recommends voting FOR because an adjournment could materially increase the chances of completing required voting and enabling the Company to continue pursuing the Business Combination, without changing the substance of the underlying extension proposal. If adopted, the Company could continue to solicit votes during adjourned session(s), but the proponent discloses that adjournment also risks additional expense and further depletion of cash available for a business combination. From a governance perspective, the adjournment mechanism concentrates discretion with the Board to manage timing and vote solicitation; shareholders should weigh the benefit of added time against the potential for continued insider influence on outcomes and the impact of prolonged uncertainty on public market liquidity and the Trust Account. Given the Sponsor and insider holdings, the Company notes it may not need additional public votes to pass an adjournment if a quorum of shareholders vote, but large public redemptions could still affect the dynamics of subsequent votes.