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IPEX merger with GOWell Technology Limited

GOWell Technology Limited (Singapore) — Develops innovative technologies to safeguard well integrity, prevent environmental risks, and optimize well design and production.Revenue $47M (FY2025A (year ended December 31, 2025; audited, IFRS, Marcum Asia CPAs)) as reported.

StatusApproved

Expected close, as filed: Q3 2026.

Announced deal value$300M

Announced 13 October 2025.

Shareholder vote3 September 2026
IndustryEnergy — well logging and distributed sensing technology

GOWell Technology Limited is a Singapore-headquartered international energy technology company specializing in well logging technologies and distributed sensing solutions for the oil and gas sector. Founded in 2007, the company provides a comprehensive suite of wireline logging equipment, software, and technology solutions spanning well integrity evaluation, production optimization, diagnostics and monitoring, flow profiling, and energy transition applications. GOWell maintains a multi-disciplinary research and development team with a robust patent portfolio, and its proprietary technologies include its Selective Non-Harmonic Resonance (SNHR) technique for cement evaluation and its GOTrac next-generation well tractor for efficient wellsite operations. The company serves a global, diverse customer base with long-term relationships with major oil service companies and operators, maintaining regional hubs in the United States and the UAE alongside regional operations in more than 50 countries across Latin America, the Middle East, Europe, Africa, Asia Pacific, and North America. With approximately 201 to 500 employees and revenue described as in the mid-hundred-millions, GOWell positions itself between boutique providers and large mega-vendors such as Baker Hughes, Halliburton, and Weatherford.

The company operates within the upstream oilfield services and well-logging technology market, which GOWell estimates at $7.4 billion and which is being driven by aging well infrastructure and increasingly stringent well integrity regulations. GOWell's solutions are applicable across both traditional energy and energy transition contexts, including late-life well management and abandonment preparation, where operators face growing needs to evaluate cement and casing integrity without removing concentric tubulars, thereby reducing time, cost, and associated carbon emissions. In December 2025, GOWell participated in an advanced well integrity benchmarking program coordinated by an independent Net Zero organization at the NORCE testing facility in Stavanger, Norway, where it deployed its SNHR and dual-tubular azimuthal evaluation technologies under controlled conditions alongside a major international oil company. Dr. Qinshan Yang, GOWell's Vice President of R&D, emphasized the company's confidence in its technical approaches given the challenging testing conditions.

In October 2025, GOWell entered into a business combination agreement with Inflection Point Acquisition Corp. V (formerly Maywood Acquisition Corp.), a Cayman Islands-based SPAC led and backed by Inflection Point Asset Management, in a transaction valued at a pro forma enterprise value of US$401.4 million. The original agreement was dated October 13, 2025, with a first amendment in December 2025 and a second amendment on July 13, 2026 that adjusted the 2026 EBITDA-based earnout structure to allow partial achievement at both 80% and 90% of the target, aligning it with the existing 2027 and 2028 earnout structures, and raised the cap on SPAC Transaction Expenses from $8 million to $9 million. The joint registration statement on Form F-4 was filed with the SEC on March 23, 2026, and an extraordinary general meeting of IPEX shareholders to vote on the merger was scheduled for September 3, 2026. Upon closing, the combined company will be named GOWell Energy Technology and listed on Nasdaq under the ticker symbol GOW.

GOWell is pursuing the SPAC route to access public capital and achieve a public listing more quickly than through a traditional IPO, while also gaining balance-sheet flexibility to support growth capital and expansion. The transaction structure includes a preferred-share component with an assumed accrued value of approximately $25.2 million and a PIPE component, though the PIPE size and investor names were not fully disclosed in the accessible filings. The deal remains subject to regulatory and stockholder approvals, SEC effectiveness of the registration statement, and


Structure & dilution

SEC-primary terms

The headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.

Deal structureSEC-primary — BCA 8-K / S-4 / DEFM14A
Headline$300MvsEffective$467M+56% dilution

Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.

PIPE
≈ $20M · unsourced
Min-cash condition
$50M
Sponsor promote
10%
Pro-forma shares
46.7M
Exchange ratio
Each GOWell ordinary share converts into PubCo Ordinary Shares equal to $300,000,000 divided by the SPAC per-share redemption price (capped at $10.50), divided by total Company Ordinary Shares outstanding immediately prior to the Second Merger Effective Time.more ▾
PIPE structure: convertible preferred@12.00 conversion price, PIK dividends, plus warrants
PIPE investors: Led by Inflection Point Asset Management; pre-funded tranche under a subscription agreement with Inflection Point Fund I LP (the New Sponsor).

PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.

Earnout:
EBITDA-based Earnout Shares: 3,750,000 at >=94% of the $35,000,000 2026 EBITDA Target, 5,000,000 at >=100%; further tranches against a $50,000,000 2027 EBITDA Targetmore ▾
Minimum cash: $50M from the trust together with other financing.
Outside date: 30 September 2026 — the contractual long-stop for closing. It is not a redemption deadline and confers no right to cash.
Lock-up:
each of the Prior Sponsor, New Sponsor, each Insider, and each Representative, severally and not jointly, agrees that it shall not effectuate a Transfer of (i) the General Restricted Securities during the period commencing on the Closing Date and ending on the date that is the earliest of (a) six (6) months after the Closing and (b) the date following the Closing on which PubCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “ General Lock-Up Period ”) and (ii) the Private Placement Restricted Securities during the period commencing on the Closing Date and ending on the date that is the earliest of (x) thirty (30) days after the Closing and (y) the date following the Closing on which PubCo completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “ Private Placement Lock-Up Period ,” and together with the General Lock-Up Period, as applicable, the “ Lock-Up Periodmore ▾
Sponsor forfeiture:
One (1) day prior to the date of the First Merger Effective Time, each SPAC Class B Ordinary Share that is issued and outstanding at such time shall be automatically converted into one (1) SPAC Class A Ordinary Share in accordance with the conversion mechanics set forth in Article 17.2 of the Articles of Association of the SPAC (without giving effect to the adjustments set forth in Article 17.3 thereof) (the SPAC Class B Ordinary Share Conversionmore ▾
What it is being valued atSEC-primary — the filed capitalisation table

What the filings actually value

Pro-forma enterprise value$413.2M

The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.

What that price is, per dollar of sales

Enterprise value ÷ FY2025A (year ended December 31, 2025; audited, IFRS, Marcum Asia CPAs) revenue8.8×

$413.2M ÷ $47.2M of FY2025A (year ended December 31, 2025; audited, IFRS, Marcum Asia CPAs) revenue. $1 of GOWell Technology Limited's 2025 reported sales is being bought for $8.80.

Enterprise value ÷ EBITDA — not shown

No EBITDA figure for GOWell Technology Limited appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.

All figures above are stated in EX-99 investor presentation0001213900-26-043252opens on sec.gov in a new tab

Why headline and effective values differ is covered in headline vs effective deal value, in plain English.


The target: GOWell Technology Limited

from DEFM14A

The business actually being bought — described from SEC primary filings, with projections labelled as projections.

Develops innovative technologies to safeguard well integrity, prevent environmental risks, and optimize well design and production. Acts as a global one-stop-shop for innovative wireline logging solutions in the well integrity space.

SectorEnergy — well logging and distributed sensing technology
HeadquartersSingapore, Singapore

Founded 2007.

Revenue$47M (FY2025A (year ended December 31, 2025; audited, IFRS, Marcum Asia CPAs))

A reported actual.

Employees176

source: 0001213900-26-087896opens on sec.gov in a new tab

GOWell Technology Limited — every SPAC that has bid for it, and its listed peers


Expensive or cheap?

vs 6 listed peers

A price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what GOWell Technology Limited actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.

SpacBrain’s read on the price

Priced above its listed peers

The deal values GOWell Technology Limited at $413.2M, or 8.8× the FY2025A (year ended December 31, 2025; audited, IFRS, Marcum Asia CPAs) actual revenue it actually reported. That is 6.1× what the market pays for its closest listed peers (median 1.44×) — an expensive price. It is priced above 100% of them.

What the buyers are paying for the whole company$413.2M

Pro-forma enterprise value as filed.

Divided by what the company actually sells in a year$47.2M

FY2025A (year ended December 31, 2025; audited, IFRS, Marcum Asia CPAs) — a reported actual.

= what this deal pays for every dollar of those sales8.8×

8.8× FY2025A (year ended December 31, 2025; audited, IFRS, Marcum Asia CPAs) actual revenue. Put another way: $1 of its annual sales is being bought for $8.80.

What the stock market pays for its closest listed peers1.44×

$1 of their sales costs $1.44 on the open market. Median of 6 listed companies we judged a true comparable, which individually run from 0.99× to 2.4×. Their share prices are from 14 August 2026, not today.

What qualifies this number

  • RNGR, NESR, FTI, SCM, OMSE, GLAD, NCDL, BN have no revenue to divide by, so they are shown but left out of the peer median.
The 14 listed companies it is measured against, and why
  • SLB2.4× revenue

    SLB is both the wireline-logging market leader GOWell competes against and GOWell's single largest customer at ~25% of revenue - the anchor comp for the space.

  • RNGRno revenue multiple

    Operational comp: Oil Related Services and Equipment (NEC); small-cap ($329m); shares cased, abandonment, hole, plug, down, well with the target's own description; forward EV/Sales 0.7x.

  • HAL1.5× revenue

    Halliburton's wireline & perforating and production businesses are the direct large-cap competitor set for cased-hole logging services.

  • NESRno revenue multiple

    Operational comp: Oil Related Services and Equipment (NEC); small-cap ($1.6bn); shares logging, oilfield, production, tools, oil, well with the target's own description; forward EV/Sales 1.8x.

  • WFRD1.49× revenue

    Weatherford - mid-cap diversified oilfield-services provider with wireline and well-integrity offerings, closer in business mix than the supermajors of the sector.

  • XPRO1.33× revenue

    Expro Group - well-flow management, well integrity and intervention specialist at small/mid-cap scale; the nearest listed pure-play to GOWell's well-lifecycle diagnostics niche.

  • FTIno revenue multiple

    Operational comp: Oil Related Services and Equipment (NEC); large-cap ($18.0bn); shares norway, oilfield, countries, oil, designs, companies with the target's own description; forward EV/Sales 2.8x.

  • CLB1.38× revenue

    Core Laboratories - asset-light reservoir description/diagnostics company; comp for the data-interpretation, technology-differentiated side of GOWell.

  • SCMno revenue multiple

    Operational comp: Closed End Funds; small-cap ($367m); shares ebitda, earnings, equity, finance, companies, related with the target's own description; forward EV/Sales 8.6x.

  • NOV0.99× revenue

    NOV manufactures and sells/leases oilfield equipment globally - benchmark for the equipment-sales-and-rental half of GOWell's revenue.

  • OMSEno revenue multiple

    Operational comp: Oil Related Services and Equipment (NEC); micro-cap ($181m); shares oilfield, pte, singapore, oil, ltd, subsidiaries with the target's own description; forward EV/Sales 0.3x.

  • GLADno revenue multiple

    Operational comp: Closed End Funds; small-cap ($488m); shares ebitda, earnings, equity, companies, value, management with the target's own description; forward EV/Sales 9.0x.

  • NCDLno revenue multiple

    Operational comp: Investment Management & Fund Operators (NEC); small-cap ($659m); shares ebitda, adjusted, equity, owned, finance, companies with the target's own description; forward EV/Sales 9.3x.

  • BNno revenue multiple

    Operational comp: Investment Management & Fund Operators (NEC); mega-cap ($113.6bn); shares itself, distributed, transition, equity, canada, ltd with the target's own description; forward EV/Sales 44.8x.

Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.


Earnout — the contingent shares

Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.

EBITDA-based Earnout Shares: 3,750,000 at >=94% of the $35,000,000 2026 EBITDA Target, 5,000,000 at >=100%; further tranches against a $50,000,000 2027 EBITDA Target

Set against the actuals: reported revenue stands at $47M (FY2025A (year ended December 31, 2025; audited, IFRS, Marcum Asia CPAs)).

A note on the price: IPEX trades below the cash the company still holds per share ($9.18 vs $10.54), but the window to claim that cash has closed — the gap is the market pricing this deal’s risk, not money you can collect. What a floorless SPAC is →


In plain English

No floor / floorlessthe cash guarantee is gone — the price is unprotected

A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.

Dilutionhow much of the company new shares take from you

Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.

Pro-forma equitywhat the company is valued at once the deal closes

The combined company's equity value assuming the announced terms and the redemptions that have actually happened.

De-SPACthe day the SPAC becomes the real company

The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.

Outside datethe contractual long-stop for closing the deal

A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.