Columbus Circle highlights Elroy Air drone merger

Rhea-AI Filing Summary

Columbus Circle Capital Corp II (CMII, to be renamed Inflection Point Acquisition Corp. VII) outlines promotional content and legal disclosures related to its proposed business combination with Elroy Air, Inc. The filing reproduces social-media videos in which Elroy Air’s CEO describes preparing its Chaparral cargo drone for initial flights in an FAA “IP program” in Louisiana, emphasizing its selection as a large cargo drone participant alongside partner Bristow Group.

The text explains that CMII has confidentially submitted a draft Form S‑4 Registration Statement that will include a proxy statement/prospectus for CMII shareholders to vote on the business combination and for the offer and sale of securities to Elroy Air equityholders. It stresses that investors should review the full registration statement and proxy materials when available, details who may be deemed participants in the proxy solicitation, and provides extensive forward‑looking statement and risk disclosures covering completion of the transaction, Elroy Air’s demand pipeline, regulatory approvals, listing, and other uncertainties. It also clarifies that the communication is not an offer to sell or a solicitation to buy securities or to vote.

Key Terms

Business Combination, Registration Statement, proxy statement/prospectus, forward-looking statements, +2 more

6 terms

Business Combination financial

"in connection with the proposed business combination (the “Business Combination”) between"

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Registration Statement regulatory

"has confidentially submitted a draft registration statement on Form S-4 to the SEC"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

proxy statement/prospectus regulatory

"which will include a proxy statement/prospectus and certain other related documents"

A proxy statement or prospectus is a document that companies send to shareholders to provide important information about upcoming decisions or investments, such as voting on company issues or offering new shares to the public. It helps investors understand the details and risks involved, enabling them to make informed choices about their ownership or involvement with the company.

forward-looking statements financial

"Certain statements made herein are not historical facts but may be considered “forward-looking statements”"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

PIPE investment financial

"use the proceeds of the Business Combination and the associated PIPE investment as currently planned"

A pipe investment is a private sale of stock or convertible securities made directly to selected investors by a company that is already publicly traded, allowing the company to raise cash quickly without a full public offering. It matters to investors because it can dilute existing share value and change ownership stakes, but also signals that the company secured financing; like a homeowner taking a quick private loan to cover a repair, it can be a sign of needed funds or investor confidence.

demand pipeline financial

"Elroy Air’s demand pipeline currently consists of non-binding letters of intent"

Offering Details

shelf/ATM

Offering

Offering Type shelf/ATM

Use of Proceeds Proceeds from the business combination and associated PIPE investment may be used by New Elroy Air, though management will have broad discretion and actual use may differ from current plans.

FAQ

What business combination is Columbus Circle Capital Corp II (CMII) proposing?

Columbus Circle Capital Corp II is pursuing a business combination with Elroy Air, Inc.. After closing, the combined company is referred to as “New Elroy Air” in the disclosure. Details will appear in a Form S‑4 registration statement and proxy statement/prospectus.

What regulatory filing is CMII (CMII) preparing for the Elroy Air merger?

CMII has confidentially submitted a draft Form S‑4 Registration Statement to the SEC and plans to file it publicly after SEC review. The S‑4 will include a proxy statement/prospectus for CMII shareholders and the related securities offering in the business combination.

What do the Elroy Air videos in the CMII filing describe?

The videos show CEO Dave Merrill at Elroy Air’s Byron Airport headquarters preparing the Chaparral cargo drone for shipment to Houma, Louisiana for initial flights in an IP program, highlighting its selection as a large cargo drone participant and collaboration with Bristow Group.

How will CMII (CMII) shareholders participate in approving the Elroy Air transaction?

CMII states the business combination will be submitted to shareholders for their consideration. After the Form S‑4 is declared effective, CMII will mail a definitive proxy statement and other documents to shareholders of record for the vote on the business combination.

What forward-looking statements and risks does CMII highlight regarding Elroy Air?

The filing labels many statements as forward‑looking, covering the ability to consummate the business combination, Elroy Air’s demand backlog and pipeline, regulatory approvals for drone operations, potential listing of New Elroy Air’s securities, and notes that the demand pipeline is based on non‑binding LOIs and MOUs.

Does this CMII communication constitute an offer to buy or sell securities?

No. CMII specifies the communication is for informational purposes only and is not an offer to purchase, sell, subscribe for, or buy any securities, and is not a solicitation of any vote. Any offer would only be made by a prospectus meeting Securities Act requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 08/24/2026 - 06:09 AM Accepted by SEC EDGAR 08/21/2026 - 07:59 PM Learn about SEC filing dates

Filed by Columbus Circle Capital Corp II

Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed

pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended

Subject Company: Columbus Circle Capital Corp II

Subject Company: Elroy Air, Inc.

Commission File No.: 001-43112

The following materials were made available in connection with the proposed business combination (the “Business Combination”) between Columbus Circle Capital Corp II (to be renamed Inflection Point Acquisition Corp. VII) (“IPAC”) and Elroy Air, Inc. (“Elroy Air”).

Set forth below is a social media post published by Elroy Air on X, on August 21, 2026:

Video Transcript:

00:00:00:02 - 00:00:19:22

Dave Merrill: Hey, everyone. We're here at Byron Airport at the Elroy Air headquarters. We are packing up Chaparral for Houma, getting ready to go fly our first flights in the IP program. We're super proud to be helping define the standard for heavy cargo drone operations in the national airspace. And to be doing this alongside our partners, Bristow Group.

00:00:19:22 - 00:00:28:14

Dave Merrill: Okay. One of the great things about this aircraft is that it packs down into a trailer for stowage and transport. So we are going to pack the aircraft up and ship it to Homa.

00:00:28:19 - 00:00:45:19

Dave Merrill: This is a big milestone for us. We were the only pure play large cargo drone selected for the type program, selected by the white House, the Department of Transportation, and the FAA. This gives us the initial set of flights that we can go and do on our path to full scaled commercial operations,

00:00:45:19 - 00:00:48:14

Dave Merrill: We're going to hit the road, so we'll see you in Louisiana.

Set forth below is a social media post published by Elroy Air on LinkedIn, on August 21, 2026:

Video Transcript:

00:00:00:02 - 00:00:19:22

Dave Merrill: Hey, everyone. We're here at Byron Airport at the Elroy Air headquarters. We are packing up Chaparral for Houma, getting ready to go fly our first flights in the IP program. We're super proud to be helping define the standard for heavy cargo drone operations in the national airspace. And to be doing this alongside our partners, Bristow Group.

00:00:19:22 - 00:00:28:14

Dave Merrill: Okay. One of the great things about this aircraft is that it packs down into a trailer for stowage and transport. So we are going to pack the aircraft up and ship it to Homa.

00:00:28:19 - 00:00:45:19

Dave Merrill: This is a big milestone for us. We were the only pure play large cargo drone selected for the type program, selected by the white House, the Department of Transportation, and the FAA. This gives us the initial set of flights that we can go and do on our path to full scaled commercial operations,

00:00:45:19 - 00:00:48:14

Dave Merrill: We're going to hit the road, so we'll see you in Louisiana.

2

Additional Information

The Business Combination will be submitted to shareholders of IPAC for their consideration. In connection with the Business Combination, IPAC has confidentially submitted a draft registration statement on Form S-4 to the SEC and, following SEC review, intends to file the registration statement (as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to shareholders of IPAC in connection with its solicitation for proxies for the vote by its shareholders in connection with the Business Combination and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to securityholders of IPAC and equityholders of Elroy Air in connection with the completion of the Business Combination. After the Registration Statement is declared effective, IPAC will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business Combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that IPAC will send to its shareholders in connection with the Business Combination.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus (if and when available) will be mailed to shareholders of IPAC as of a record date to be established for voting on the Business Combination. Shareholders of IPAC will also be able to obtain copies of the proxy statement/prospectus without charge, once available, by directing a request to: Columbus Circle Capital Corp. II, 3 Columbus Circle, 24th Floor, New York, NY 10019.

Participants in the Solicitation

IPAC and its directors, executive officers, and other members of management, and consultants, under SEC rules, may be deemed participants in the solicitation of proxies from IPAC’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in IPAC is contained in the sections entitled “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 10. Directors, Executive Officers and Corporate Governance” of IPAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026, and which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.

Elroy Air, its directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of IPAC’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the Registration Statement when available.

3

Forward Looking Statements

Certain statements made herein are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination, the estimated or anticipated future results and benefits of the combined company (referred to herein as “New Elroy Air”) following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, Elroy Air’s demand backlog and potential revenue opportunities, future opportunities for New Elroy Air and other statements that are not historical facts.

These statements are based on the current expectations of IPAC’s and/or Elroy Air’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. There can be no assurance that New Elroy Air will use the proceeds of the Business Combination and the associated PIPE investment as currently planned, and management will have broad discretion over the use of such proceeds. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IPAC and Elroy Air. These statements are subject to a number of risks and uncertainties regarding Elroy Air’s business and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; the inability of the parties to consummate the Business Combination or 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 IPAC’s shareholders in connection with the Business Combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the risk that the approval of the shareholders of Elroy Air or IPAC for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the risks related to the rollout of Elroy Air’s business and the timing of expected business milestones; the fact that Elroy Air’s demand pipeline currently consists of non-binding letters of intent and memorandums of understanding and the risk that such letters of intent and memorandums of understanding may not convert to binding orders and there can be no assurance that any or all of such letters of intent and memorandums of understanding will result in future revenue and accordingly investors should not place undue reliance on such demand pipeline figures as an indicator of future revenue or business performance; risks related to obtaining and maintaining necessary regulatory approvals and certifications for the FAA, Department of War, and other governmental authorities for drone operations; the effects of competition on Elroy Air’s business; the ability of New Elroy Air to execute its growth strategy, manage growth profitably and retain its key employees; the ability of New Elroy Air to obtain or maintain the listing of its securities on a U.S. national securities exchange following the Business Combination; costs related to the Business Combination; and other risks that will be detailed from time to time in filings with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Elroy Air and IPAC presently do not know or that Elroy Air and IPAC currently believe are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Elroy Air’s and IPAC’s expectations, plans or forecasts of future events and views as of the date of this communication. Elroy Air and IPAC anticipate that subsequent events and developments will cause their assessments to change. However, while Elroy Air and/or IPAC may elect to update these forward-looking statements in the future, Elroy Air and IPAC specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Elroy Air’s or IPAC’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved.

No Offer or Solicitation

This communication is for informational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this communication.

4