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 press release published by IPAC, on August 21,
2026:
Columbus Circle Capital Corp II Announces Elroy
Air Was Awarded an Up to $46M Contract with U.S. Army
SAN FRANCISCO — August 21, 2026 — Columbus Circle Capital
Corp II (Nasdaq: CMII), a special purpose acquisition company led by the management team of Inflection Point Asset Management (“Inflection
Point”) and Cohen & Company, Inc. (NYSE American: COHN), which will be renamed Inflection Point Acquisition Corp VII (“IPAC”)
(Nasdaq: IPXG), today announced that Elroy Air has been awarded a $46,058,871 firm-fixed-price contract for the development of an autonomous
hybrid-electric vertical take-off and landing (VTOL) uncrewed aircraft system for modular multi-mission payload delivery. Work will be
performed in California, with an estimated completion date in 2029. Fiscal Year 2026 research, development, test and evaluation, defense-wide
funds in the amount of $5,135,354 were obligated at the time of the award. Army Contracting Command, Aberdeen Proving Ground, Maryland,
is the contracting activity (W911QX-26-C-A016).
The new agreement builds on Elroy Air’s previous U.S. Army contracts
from the past 2 years and will focus on ensuring our heavy-cargo drone Chaparral can operate alongside service members in contested, austere
environments by enhancing its modular multi-mission payload versatility and payload delivery mechanisms.
Elroy Air is redefining autonomous heavy-cargo transport with Chaparral
— an advanced vertical takeoff and landing (VTOL) drone designed to carry 500+ pounds of cargo. The aircraft was engineered with
a hybrid-electric powertrain to deliver the reliability of electric propulsion with an extended range of up to 450 miles and with no charging
infrastructure required.
Columbus Circle Capital Corp II previously announced a definitive business
combination agreement (“BCA”) whereby Elroy Air will become a publicly traded company. The proposed transaction is expected
to close in the fourth quarter of 2026, subject to customary closing conditions, including regulatory and shareholder approval. The transaction
values Elroy Air at $800 million pre-money, and the Company is expected to have an enterprise value of approximately $1.0 billion following
closing. The transaction has more than $165 million in committed PIPE capital, which is expected to fully fund commercial scale production
of the Chaparral with U.S. manufacturing partner Kratos Defense & Security Solutions. $65 million of the more than $165 million PIPE
was funded in connection with the execution of the BCA.
Upon closing, the combined company will take on the Elroy Air name
and expects to be listed on the Nasdaq under the ticker symbol “ELRY.”
About CMII
Columbus Circle Capital Corp II, to be renamed Inflection Point Acquisition
Corp VII, is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses. The SPAC will be led by Chairman Michael Blitzer,
CEO Kevin Shannon, and President Gary Quin.
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.
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 (“Securities
Act”), 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; the risk that contract options under the U.S. Army contract may not be exercised or that future
Congressional appropriations may not be made available; the risk that the U.S. Army contract is subject to government termination for
convenience and that future funding is contingent on option exercise and annual budget approvals; risks related to obtaining and maintaining
necessary regulatory approvals and certifications for the Federal Aviation Administration, Department of Defense, and other governmental
authorities for drone operations; risks related to Elroy Air’s ability to scale commercial production of the Chaparral, including
reliance on a third-party manufacturing partner, the sufficiency of PIPE proceeds to fund production, and the risk that stated performance
specifications may not be achieved without additional development or certification; 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.
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.
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.
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