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Columbus Circle Capital Corp. II entered into a Business Combination Agreement to merge with Elroy Air, Inc., which will create New Elroy Air as a Nasdaq-listed company after domestication to Delaware. The deal targets closing in the fourth quarter of 2026, subject to shareholder approvals and regulatory conditions.
To support the transaction, Elroy Air issued Pre-Funded Convertible Notes with about $78.4 million face value and warrants, raising roughly $66.6 million. At closing, these notes convert into 12.0% Series A Cumulative Convertible Preferred Stock at $12.00 per share. A separate PIPE investment will provide $100 million for 9,803,922 Series A Preferred shares and matching warrants, plus 750,000 bonus common shares.
The merger values Elroy Air at an $800 million purchase price, delivered in New Elroy Air common stock based on the SPAC redemption price, with up to 11,000,000 additional earnout shares for existing holders and PIPE investors. The filing also outlines governance of the post-merger board, lock-up agreements for sponsors and major Elroy Air holders, and management changes installing Michael Blitzer as chairman and Kevin Shannon as CEO.
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.
Columbus Circle Capital Corp II reports Schedule 13G ownership by Linden Capital and related entities. As of June 26, 2026, Linden Capital directly holds 1,498,102 shares and Linden Advisors and Siu Min (Joe) Wong are each reported as beneficial owners of 1,550,000 shares, representing approximately 6.3% and 6.5% of the outstanding Class A Ordinary Shares, respectively. The filing attributes shared voting and dispositive power over these shares to the reporting persons.
Columbus Circle Capital Corp II (IPAC) and Elroy Air announced a definitive business combination that would take Elroy Air public via a SPAC. The transaction is supported by more than $165 million in committed PIPE capital and is expected to close in the fourth quarter, subject to customary closing conditions, including regulatory and shareholder approvals.
The companies say a Registration Statement and a proxy statement/prospectus will be filed with the SEC and mailed to IPAC shareholders after effectiveness. The communication cautions employees to keep the news confidential until public announcement and notes that additional detail on equity treatment and closing mechanics will follow.
Columbus Circle Capital Corp. filed materials regarding a proposed business combination with Elroy Air, Inc. The transaction contemplates an enterprise value of about $1 billion (reported), a pre-money valuation of $800 million in press coverage, and an anchored PIPE of $165 million to fund production and growth.
Elroy Air’s Chaparral is described as an autonomous, hybrid-electric heavy-cargo eVTOL carrying upwards of 500 pounds with a maximum range of 450 miles. Management highlights >1,000-unit commercial/defense pipeline and production plans with Kratos Defense & Security Solutions, including an objective to scale to >1,400 aircraft over time.
Columbus Circle Capital Corp. II entered into a Business Combination Agreement to merge with Elroy Air. The merger (Merger Sub merging into Elroy Air) was signed on June 26, 2026 and is expected to close in the fourth quarter of 2026, subject to IPAC shareholder approval and customary closing conditions.
The combined company will be renamed Elroy Air, Inc. at closing. The filing furnishes an investor presentation and term sheets summarizing concurrent convertible promissory note and warrant investments and proposed Series A cumulative convertible preferred stock and warrant investments at closing. IPAC intends to file a Registration Statement that will include a proxy statement/prospectus for shareholder vote materials.
Columbus Circle Capital Corp II (CMII) entered a definitive business combination agreement with Elroy Air, which will take the autonomous heavy‑cargo drone developer public via an Inflection Point–led SPAC merger. The deal values Elroy Air at approximately $800 million pre‑money and about $1.0 billion in post‑transaction enterprise value.
The transaction is backed by more than $165 million of committed PIPE capital, including $65 million funding at signing, plus a pre‑funded PIPE of up to $80 million in 12% convertible notes with warrants and a $100 million 12% Series A cumulative convertible preferred round. Elroy Air cites a demand pipeline exceeding 1,400 Chaparral aircraft and over $5 billion in potential revenue from logistics and aviation customers, along with 6+ years of active defense programs. Closing is targeted for the fourth quarter of 2026, subject to shareholder approvals and customary conditions.
Columbus Circle Capital Corp II, a Cayman Islands-based SPAC, reports its first quarter as a public company after its February 2026 IPO. The company raised $230 million by selling 23,000,000 units at $10.00 each, with the proceeds placed in a Trust Account.
As of March 31, 2026, the Trust Account held $231,052,687, reflecting interest income of $1,052,687 on money market investments. The company recorded net income of $853,252, driven by that interest, against general and administrative fees of $199,435.
Outside the Trust, Columbus Circle Capital Corp II held $1,187,974 of cash and working capital of $1,303,496 to fund search and operating costs. The SPAC has until February 12, 2028 to complete a Business Combination or redeem public shares and liquidate, and it has not yet identified a target.
Columbus Circle Capital Corp II reports that Adage Capital Management, L.P. and principals Robert Atchinson and Phillip Gross each disclose 1,800,000 shares, representing 7.61% of Class A Ordinary Shares. The filing states this percentage is calculated using 23,665,000 Class A Ordinary Shares outstanding as of March 30, 2026.
The ownership is stated as shared voting and shared dispositive power of 1,800,000 shares for each Reporting Person. The filing is a joint Schedule 13G and is signed by the reporting individuals.
Columbus Circle Capital Corp filed its annual report outlining its status as a newly formed SPAC with no operating revenues and no Business Combination target yet selected. The company completed an IPO of 23,000,000 units at $10.00 each, raising gross proceeds of $230,000,000, and a concurrent private placement of 665,000 units for $6,650,000.
A total of $230,000,000 from the IPO and private placement was placed in a trust account to fund a future Business Combination, with public shareholders entitled to redeem at about $10.00 per share. The SPAC must complete a Business Combination by February 12, 2028 or liquidate and return trust funds to public shareholders.
As of March 30, 2026 there were 23,665,000 Class A ordinary shares and 7,666,667 Class B ordinary shares outstanding. The filing highlights substantial potential dilution from founder shares, private placement units, working capital loans convertible into up to 150,000 additional private Class A shares, and associated warrants exercisable at $11.50 per share.