Maywood Acquisition Corp. Terminates Agreement, Reports Corporate Changes

TL;DR

MAYA terminated a deal and is shaking up its board/exec team.

AI Summary

Maywood Acquisition Corp. (MAYA) announced on September 9, 2025, the termination of a material definitive agreement. The company also reported changes in control, departure of directors, election of directors, appointment of officers, and compensatory arrangements for certain officers. Additionally, matters were submitted to a vote of security holders, and other events occurred.

Why It Matters

This filing indicates significant corporate restructuring and potential shifts in control for Maywood Acquisition Corp., which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — The termination of a material definitive agreement and changes in control suggest potential instability or strategic pivots that could introduce risk.

Key Players & Entities

• Maywood Acquisition Corp. (company) — Registrant
• MAYA (company) — Ticker Symbol

FAQ

Key Financial Figures

• $0.0001 — LC Class A Ordinary Shares, par value $0.0001 per share MAYA The Nasdaq Stock Mar
• $500,000 — " Transferred Shares "), and assign the $500,000 aggregate principal amount promissory n
• $1,800,000 — "), for an aggregate purchase price of $1,800,000 (the " Transaction "). The Transaction

Filing Documents

• ea0256946-8k_maywood.htm (8-K) — 61KB
• ea025694601ex10-1_maywood.htm (EX-10.1) — 30KB
• ea025694601ex10-2_maywood.htm (EX-10.2) — 7KB
• ea025694601ex10-3_maywood.htm (EX-10.3) — 112KB
• ea025694601ex10-4_maywood.htm (EX-10.4) — 49KB
• 0001213900-25-087044.txt ( ) — 531KB
• maya-20250909.xsd (EX-101.SCH) — 4KB
• maya-20250909_def.xml (EX-101.DEF) — 27KB
• maya-20250909_lab.xml (EX-101.LAB) — 37KB
• maya-20250909_pre.xml (EX-101.PRE) — 25KB
• ea0256946-8k_maywood_htm.xml (XML) — 7KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On September 9, 2025, in connection with the execution of the Transfer Agreement (as defined below), Maywood Acquisition Corp. (the " Company ") entered into an Indemnity Agreement (the " Indemnification Agreement ") by and between the Company and Inflection Point Fund I LP (the " Purchaser "). Pursuant to the Indemnification Agreement, the Company will indemnify, exonerate and hold harmless the Purchaser and its shareholders, members, directors, managers, officers, control persons, affiliates, agents, advisors, consultants and representatives (together with the Purchaser, each, an " Indemnified Person ") from and against any and all claims, losses, liabilities, obligations, judgments, settlements, fees, costs, expenses, and the like, arising out of or relating to any pending or threatened claim, action, suit, proceeding, or investigation against any of them or in which any of them may be a participant or may otherwise be involved (including as a witness) that arise out of or relates to the Company's operations or conduct of its business, the Company's initial business combination, the Purchaser's ownership of equity interests of the Company, and/or any claim against an Indemnified Person alleging any expressed or implied management, control or endorsement of any activities of the Company, or any express or implied association with the Company or any of its affiliates. The Indemnification Agreement will not however apply to claims arising primarily out of (a) any breach by such Indemnified Person of any other agreement between such Indemnified Person and the Company, or (b) the willful misconduct, gross negligence or bad faith of such Indemnified Person. The foregoing description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Indemnification Agreement, which is filed hereto as Exhibit 10.1 and which is incorporated by reference.

02. Termination of a Material Definitive

Item 1.02. Termination of a Material Definitive Agreement. On September 9, 2025, in connection with the execution of the Transfer Agreement (as defined below), the Company entered into a termination agreement (the " Termination Agreement "), pursuant to which the Company terminated the Administrative Services Agreement with Maywood Sponsor, LLC (the " Sponsor ") dated February 12, 2025, and the Sponsor forgave and fully discharged all outstanding fees thereunder as of the date of the Closing (as defined below). The foregoing description of the Termination Agreement is not complete and is qualified in its entirety by reference to the text of the Termination Agreement, which is filed hereto as Exhibit 10.2 and which is incorporated herein by reference.

01. Changes in Control of Registrant

Item 5.01. Changes in Control of Registrant The information set forth in Items 5.02 and 8.01 are incorporated herein by reference.

02. Departure of Directors

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers, Compensatory Arrangements of Certain Officers. Concurrently with the execution of the Transfer Agreement (as defined below), on September 9, 2025, the Sponsor delivered executed resignation letters of each of the Company's officers and directors (other than Zikang Wu, the Company's Chairman, Chief Executive Officer and Chief Financial Officer) to the Purchaser. As a result and pursuant to the resignation letters, immediately prior to the Closing, the Company's existing officers, other than Zikang Wu solely in his capacity of Chief Financial Officer, were replaced with the persons indicated below (such persons, the " New Officers ") and all of the Company's existing directors, other than Zikang Wu, were replaced with the persons indicated below (such persons, the " New Directors "), effective on September 11, 2025 pursuant to the vote by the holder of the Company's Class B ordinary shares. Appointment of New Officers and New Directors As indicated above, each of the Company's existing officers and directors (other than Mr. Wu in his capacity as a director and officer) were replaced with the following individuals: Name Age Title Michael Blitzer 48 Chairman and Chief Executive Officer Kevin Shannon 30 Chief Operating Officer William Denkin 58 Director (Independent, also member of Audit Committee) Steven Tannenbaum 65 Director (Independent, also member of Audit Committee) 1 Michael Blitzer Michael Blitzer has served since October 2024 as the Chairman and CEO of Inflection Point Acquisition Corp. III (" Inflection Point III "), a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Air Water Ventures Holdings Limited on August 25, 2025. He also has served since July 2025 as the President and CEO and director of Bleichroeder Acquisition Corp. I (w

(a) of Regulation S-K

Item 404(a) of Regulation S-K. The foregoing description of the form of D&O Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the form of D&O Indemnification Agreement, which is filed hereto as Exhibit 10.3 and which is incorporated by reference.

07. Submission of Matters to a Vote

Item 5.07. Submission of Matters to a Vote of Security Holders. Pursuant to the Company's Amended and Restated Memorandum and Articles of Association (" Articles "), prior to the closing of the Company's initial business combination, only holders of Class B ordinary shares are entitled to vote on the election of directors. On September 11, 2025, the sole shareholder of the Class B Shares elected the following directors to the Company's Board of Directors: Michael Blitzer, William Denkin and Steven Tannenbaum. There were no votes against or withheld such individuals, and there were no abstentions.

01. Other Events

Item 8.01. Other Events On September 9, 2025, the Sponsor entered into a Securities Transfer Agreement (the " Transfer Agreement ") with the Purchaser, an affiliate of certain of the New Officers, pursuant to which the Sponsor has agreed to sell to the Purchaser an aggregate of 990,000 Class B Ordinary Shares of the Company, par value $0.0001 per share (the " Class B Shares " and such transferred shares, the " Transferred Shares "), and assign the $500,000 aggregate principal amount promissory note, dated February 12, 2025, issued by the Company to the Sponsor in connection with the Company's initial public offering (the " IPO "), for an aggregate purchase price of $1,800,000 (the " Transaction "). The Transaction was consummated on September 9, 2025 (the " Closing "). Pursuant to the Transfer Agreement, among other things: on September 9, 2025, the Company, each of its directors and officers, the Sponsor, the Purchaser, and each of the New Directors and New Officers entered into an amended and restated letter agreement (the " A&R Letter Agreement "), which amended and restated that certain Letter Agreement, dated February 12, 2025, originally entered into in connection with the IPO, which is filed hereto as Exhibit 10.4 and is incorporated herein by reference; on September 9, 2025, the Purchaser executed a joinder agreement to become a party to that certain Registration Rights Agreement, dated February 12, 2025, originally entered into in connection with the IPO; the Sponsor converted the 2,028,750 Class B Shares retained by it after the transfer of the Transferred Shares (such shares, the " Retained Founder Shares ") on a one-for-one basis into Class A ordinary shares of the Company pursuant to the terms of the Class B Shares; and the Sponsor agreed to vote all of its Class A ordinary shares (including the Retained Founder Shares and the Class A ordinary shares underlying the units purchased by the Sponsor in the private placement that occurred concurren

01. Financial Statement and Exhibits

Item 9.01. Financial Statement and Exhibits. (d) Exhibits: Exhibit Description 10.1 Indemnification Agreement, dated as of September 9, 2025, by and between Maywood Acquisition Corp. and Inflection Point Fund I LP. 10.2 Termination of the Administrative Services Agreement, dated September 9, 2025, by and between Maywood Acquisition Corp. and Maywood Sponsor LLC. 10.3 Form of D&O Indemnification Agreement. 10.4 Amended and Restated Letter Agreement, dated September 9, 2025, by and among Maywood Acquisition Corp., Maywood Sponsor LLC, Inflection Point Fund I LP, and each of Maywood Acquisition Corp.'s current and former directors and officers. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MAYWOOD ACQUISITION CORP. Dated: September 12, 2025 By: /s/ Michael Blitzer Name: Michael Blitzer Title: Chief Executive Officer and Chairman 5

View Full Filing

View this 8-K filing on SEC EDGAR