false
--12-31
0002088805
Columbus Circle Capital Corp II
0002088805
2026-08-26
2026-08-26
0002088805
CMIIU:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember
2026-08-26
2026-08-26
0002088805
CMIIU:ClassOrdinarySharesParValue0.0001PerShareMember
2026-08-26
2026-08-26
0002088805
CMIIU:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-08-26
2026-08-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
August 26, 2026
INFLECTION POINT ACQUISITION CORP. VII
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43112 |
|
98-1890239 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
3
Columbus Circle, 24th Floor
New York, New York 10019
(Address of principal executive offices, including
zip code)
(646)
792-5600
(Registrant’s telephone number, including area code)
Columbus Circle Capital Corp II
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant |
|
CMIIU |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share |
|
CMII |
|
The Nasdaq Stock Market LLC |
| Redeemable Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share |
|
CMIIW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws.
The information included in Item 5.07 is incorporated by reference
in this item to the extent required.
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On August 26, 2026, Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II, the “Company”) held an
extraordinary general meeting (the “Extraordinary General Meeting”). An aggregate of 20,075,383 (64.07%) of the Company’s
issued and outstanding ordinary shares held of record as of July 16, 2026, the record date for the Extraordinary General Meeting, were
present either in person or by proxy, which constituted a quorum.
At the Extraordinary General Meeting, the Company’s
shareholders approved a proposal to change the name of the Company from “Columbus Circle Capital Corp II” to “Inflection
Point Acquisition Corp. VII” and to adopt an amendment to the Company’s amended and restated memorandum and articles of association
(as may be amended from time to time) to reflect the change of name (the “Name Change Proposal”). The Name Change
Proposal was described in additional detail in the Company’s definitive proxy statement, dated August 4, 2026 (File No. 001-43112)
(the “Proxy Statement”). Any terms used but not defined herein have the meaning assigned thereto in the Proxy
Statement.
The Name Change Proposal. To approve, as special
resolutions, the change of the name of the Company from “Columbus Circle Capital Corp II” to “Inflection Point
Acquisition Corp. VII” and an amendment to the Company’s current Amended and Restated Memorandum and Articles of Association
(as may be amended from time to time, the “Articles”) in the form set forth in Annex A to the Proxy
Statement, to reflect the change of the name of the Company. The Name Change Proposal was approved. The final voting tabulation for this
proposal was as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
| 20,065,870 |
|
0 |
|
9,513 |
|
0 |
As there were sufficient votes at the time of
the Extraordinary General Meeting to approve the adoption of the foregoing proposals, the “Adjournment Proposal” as described
in the Proxy Statement was not required and the Company did not call a vote on that proposal.
Under Cayman Islands law, the Articles took effect
upon approval of the Name Change Proposal. The foregoing description of the Articles is qualified in its entirety by the full text of
the Articles, which are filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01 Other Events.
In connection with the change of the name of the Company, the Company’s
Class A ordinary shares, units, and warrants will begin trading under the symbols “IPXG”, “IPXGU” and “IPXGW”,
respectively, beginning on August 27, 2026. The CUSIP numbers of the Company’s securities will not change as a result of the name
change.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| |
INFLECTION POINT ACQUISITION CORP. VII |
| |
|
|
| |
By: |
/s/ Kevin Shannon |
| |
Name: |
Kevin Shannon |
| |
Title: |
Chief Executive Officer |