IPAC to combine with Elroy Air — Columbus Circle (CMII) files S-4 plans

Rhea-AI Filing Summary

Columbus Circle Capital Corp. II (IPAC) and Elroy Air announced a proposed business combination. IPAC intends to file a Registration Statement on Form S-4 to provide a proxy statement/prospectus for IPAC shareholders to vote on the Business Combination and to describe related securities to be issued.

The communication references a LinkedIn post dated June 30, 2026 by Elroy Air’s CEO and outlines that the definitive proxy statement and other documents will be mailed after the Registration Statement is declared effective. The filing warns that Elroy Air’s demand pipeline largely consists of non-binding letters of intent and memorandums of understanding.

Insights

M&A Counsel

Registration and proxy materials will govern shareholder approval of the proposed merger.

The filing states IPAC will file a Form S-4 containing a proxy statement/prospectus; definitive materials will be mailed after the Registration Statement is declared effective. The timing of effectiveness and any record date are not stated in the excerpt.

Completion is conditioned on shareholder votes and other closing mechanics; the excerpt preserves standard qualifiers such as potential redemptions and regulatory approvals.

Aerospace Industry Analyst

Elroy Air’s commercial pipeline is described as preliminary and non-binding.

The communication explicitly notes the demand pipeline “consists of non-binding letters of intent and memorandums of understanding,” signaling that projected revenues are contingent on conversion to binding orders. Timing and conversion probabilities are not provided in the excerpt.

Key items to watch in subsequent filings include firm order volumes, regulatory certifications, and disclosed use of proceeds from the Business Combination and any PIPE.

Key Figures

Commission File No.: 001-43112 CEO social post date: June 30, 2026 Registration form: Form S-4 +2 more

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Commission File No. 001-43112 Filing header

CEO social post date June 30, 2026 LinkedIn post by Elroy Air CEO referenced in the communication

Registration form Form S-4 Planned Registration Statement to include proxy statement/prospectus

Annual Report reference fiscal year ended December 31, 2025 IPAC Annual Report on Form 10-K cited as filed March 30, 2026

Form 10-K file date March 30, 2026 Date IPAC filed its Annual Report referenced for participant listings

Key Terms

Registration Statement on Form S-4, proxy statement/prospectus, non-binding letters of intent, PIPE

4 terms

Registration Statement on Form S-4 regulatory

"IPAC intends to file a registration statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

proxy statement/prospectus regulatory

"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.

non-binding letters of intent commercial

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

Non-binding letters of intent are preliminary written outlines of the main terms and intentions for a proposed deal—such as a merger, acquisition, partnership, or major contract—created to guide negotiations but not legally force completion. They matter to investors because they signal that parties are seriously discussing a transaction, which can affect stock prices and prompt closer review, yet they do not guarantee the deal will happen.

PIPE financial

"use the proceeds of the Business Combination and the associated PIPE investment"

A PIPE (private investment in public equity) is a deal in which institutional or accredited investors buy shares or convertible securities directly from a publicly traded company, usually at a discount to the market price. Companies use PIPEs to raise money faster than through a traditional public offering; for existing shareholders they matter because the newly issued shares add to the share count and can dilute ownership.

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

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Available on EDGAR 07/01/2026 - 04:23 PM Accepted by SEC EDGAR 07/01/2026 - 04:05 PM Learn about SEC filing dates

FAQ

What does the IPAC (CMII) Form 425 say about the proposed Elroy Air merger?

It states a proposed business combination between IPAC and Elroy Air and that IPAC intends to file a Form S-4 containing a proxy statement/prospectus to be mailed after effectiveness. It notes shareholder approval and other closing conditions will apply.

When will IPAC shareholders receive the proxy statement and prospectus?

The proxy statement/prospectus will be mailed after the Registration Statement is declared effective. The excerpt does not state the effectiveness date or the record date for voting; those items will appear in the Registration Statement when available.

Does the filing confirm Elroy Air has binding customer orders?

No. The filing explicitly states the demand pipeline largely consists of non-binding letters of intent and memorandums of understanding, and it cautions those may not convert to binding orders or future revenue.

Will the companies disclose financial terms and use of proceeds in the S-4?

The filing says IPAC will include a Registration Statement on Form S-4 that will serve as the proxy statement/prospectus and related documents; specific financial terms and use of proceeds will be disclosed in that Registration Statement.

Are there forward-looking statements and associated risks in the communication?

Yes. The communication contains forward-looking statements and lists risks including consummation risk, shareholder redemptions, non-conversion of LOIs, regulatory approvals, litigation, and other uncertainties that may cause actual results to differ materially.

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 Andrew Clare, the Chief Executive Officer of Elroy Air, on LinkedIn on June 30, 2026:

Additional Information

The Business Combination will be submitted to shareholders of IPAC for their consideration. In connection with the Business Combination, IPAC intends to file a registration statement on Form S-4 (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 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.

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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 Defense, 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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