Elroy Air, CMII (NASDAQ: CMII) plan $1B SPAC combination with PIPE

Rhea-AI Filing Summary

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.

Positive

• Meaningful committed capital: More than $165 million of PIPE commitments, including $65 million at signing, plus an additional $100 million Series A preferred round and up to $80 million in pre‑funded PIPE notes, provides substantial funding for Elroy Air’s growth plans.
• Scaled market opportunity signaled: Elroy Air reports a demand pipeline exceeding 1,400 Chaparral aircraft and over $5 billion in potential revenue across logistics and aviation customers, alongside 6+ years of active U.S. defense programs.

Negative

• High-cost capital structure: The financing stack includes 12% senior unsecured convertible notes with a 15% original issue discount and 12% cumulative preferred stock with rich issuer call and investor put features, which could be expensive ahead of common equity.
• Execution and conversion risk: The filing notes that Elroy Air’s demand pipeline is based on non‑binding letters of intent and memorandums of understanding, which may not convert into binding orders or future revenue.

Insights

SPAC and Capital Markets Analyst

CMII’s Elroy Air deal is large, heavily structured, and backed by sizable PIPE capital.

The combination would list Elroy Air at about $800 million pre‑money and roughly $1.0 billion enterprise value. It is supported by more than $165 million of committed PIPE, an up to $80 million pre‑funded PIPE in 12% convertible notes, and a $100 million 12% Series A preferred round.

Elroy highlights a demand pipeline of over 1,400 Chaparral aircraft and more than $5 billion in potential revenue, plus multi‑year defense programs and an exclusive U.S. manufacturing partnership. These figures are based on non‑binding interest and remain subject to regulatory, technical and execution risks laid out in the forward‑looking statements.

If completed in Q4 2026, the structure would layer senior unsecured notes and senior preferred equity with rich dividend and redemption terms over the common stock. Actual outcomes will depend on shareholder redemptions, regulatory approvals, defense and FAA pathways, and how much of the indicated demand converts into binding orders.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Pre-money equity value: $800 million Post-transaction enterprise value: $1.0 billion Committed PIPE capital: More than $165 million +5 more

8 metrics

Pre-money equity value $800 million Elroy Air valuation in business combination

Post-transaction enterprise value $1.0 billion Elroy Air expected enterprise value after merger

Committed PIPE capital More than $165 million Capital commitments supporting the transaction

Pre-funded PIPE size Up to $80 million Senior unsecured convertible notes at 15% OID and 12% interest

Series A Preferred investment $100 million 12% Series A cumulative convertible preferred stock

Demand pipeline Over 1,400 aircraft, $5+ billion Chaparral aircraft pipeline and potential revenue opportunity

Chaparral payload and range 500+ pounds, up to 450 miles Design specifications for Elroy Air’s VTOL cargo drone

Series A dividend rate 10% cash or 12% PIK Cumulative dividends on Series A Preferred Accrued Value

Key Terms

Business Combination Agreement, PIPE capital, Series A Cumulative Convertible Preferred Stock, original issue discount, +2 more

6 terms

Business Combination Agreement regulatory

"entered into a Business Combination Agreement ... by and among IPAC, IPGX Merger Sub, Inc. ... and Elroy Air, Inc."

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

PIPE capital financial

"More than $165 million of committed PIPE capital, anchored by Inflection Point..."

Pipe capital is money a publicly traded company raises by selling shares or convertible securities directly to a small group of private investors rather than through a public offering. It matters to investors because it can provide quick funding and help a company meet its goals, but it often comes at a discounted price and can dilute existing shareholdings, signaling either investor confidence or that the company needed urgent cash.

Series A Cumulative Convertible Preferred Stock financial

"TERM SHEET SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK AND WARRANTS"

A Series A cumulative convertible preferred stock is a special class of company shares that pays dividends that accumulate if not paid and can be converted into common shares at set terms. Think of it as a VIP ticket that guarantees backpay for missed perks and also gives the holder the option to swap into regular tickets later. For investors it matters because it offers higher priority for dividend and liquidation payments while also creating potential dilution of common shareholders if converted.

original issue discount financial

"Investment Size: Up to $80 million at a 15% original issue discount."

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

Deemed Liquidation Event regulatory

"will be treated as a liquidation event (a “ Deemed Liquidation Event ”), thereby triggering payment of the liquidation preferences"

Event of Default financial

"“ Event of Default ” shall mean the occurrence of any one of the following events..."

An event of default is a specific breach of a loan or bond agreement—such as missed payments or breaking agreed rules—that gives lenders the legal right to act, for example by demanding immediate repayment, seizing collateral, or accelerating other obligations. For investors, it’s a red flag because it can sharply reduce a company’s ability to operate or raise money, like a car lender repossessing a vehicle after missed payments, and often leads to falling share or bond prices.

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Understanding 8-K Material Events →

Available on EDGAR 06/26/2026 - 09:12 AM Accepted by SEC EDGAR 06/26/2026 - 09:11 AM Learn about SEC filing dates

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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): June 26, 2026

COLUMBUS CIRCLE CAPITAL CORP II

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43112		98-1890239
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3 Columbus Circle, 24th Floor

New York, NY 10019

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (646) 792-5600

Not Applicable
(Former name or former address, if changed since last report)

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

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))

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 7.01. Regulation FD Disclosure.

On June 26, 2026 (the “Signing Date”), Columbus Circle Capital Corp. II, a Cayman Islands exempted company (which will be renamed Inflection Point Acquisition Corp. VII and which shall transfer by way of continuation out of the Cayman Islands and domesticate as a Delaware corporation prior to the Closing) (“IPAC”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among IPAC, IPGX Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of IPAC (“Merger Sub”), and Elroy Air, Inc., a Delaware corporation (“Elroy Air”), pursuant to which, among other things and subject to the terms and conditions therein, Merger Sub will merge with and into Elroy Air, with Elroy Air continuing as the surviving company (the “Merger”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.” IPAC and Elroy Air are individually referred to herein as a “Party” and, collectively, the “Parties.” In connection with the closing of the Business Combination (the “Closing”), IPAC will change its name to “Elroy Air, Inc.” (such company after the Closing, “New Elroy Air”).

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of IPAC and Elroy Air.

The Business Combination is expected to close in the fourth quarter of 2026, following the receipt of the required approval by IPAC’s shareholders and the fulfillment of other customary closing conditions. 

The foregoing description of the Business Combination Agreement, the Business Combination and the related transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which will be filed in a subsequent Current Report on Form 8-K within the time period prescribed by the Exchange Act.

Furnished as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is the investor presentation that Inflection Point and Elroy Air have prepared for use in connection with the Business Combination.

Furnished as Exhibit 99.3 hereto and incorporated into this Item 7.01 by reference is a summary term sheet of certain investments made in convertible promissory notes and warrants of Elroy Air concurrently with signing the Business Combination Agreement.

Furnished as Exhibit 99.4 hereto and incorporated into this Item 7.01 by reference is a summary term sheet of certain investments to be made into Series A cumulative convertible preferred stock and warrants of New Elroy Air substantially concurrently with closing the Business Combination.

The foregoing (including Exhibits 99.1, 99.2, 99.3 and 99.4) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act.

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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 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 PIPE Investment and the Business Combination 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated June 26, 2026.
99.2		Investor Presentation, dated June 2026.
99.3		Pre-Funded Investment Term Sheet, dated June 2026.
99.4		Closing Investment Term Sheet, dated June 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURE

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.

	COLUMBUS CIRCLE CAPITAL CORP II
	By:	/s/ Kevin Shannon
		Name:	Kevin Shannon
		Title:	Chief Executive Officer
Dated: June 26, 2026

4

Exhibit 99.1

Elroy Air to Become Publicly Traded Company via Business Combination with Inflection Point-led SPAC

	●	Elroy Air will be poised to scale its autonomous heavy-cargo drone for defense and commercial use as a publicly traded company upon closing and accelerate production to meet rising demand from both commercial and defense tech markets
	●	Pre-money equity value of approximately $800 million and post-transaction enterprise value of approximately $1.0 billion
	●	More than $165 million of committed PIPE capital, anchored by Inflection Point, existing Elroy Air investors and several new institutional investors
	●	Company has 6+ years of active defense programs and a demand pipeline exceeding 1,400 aircraft and over $5 billion in potential estimated revenue opportunity from leading logistics and aviation companies
	●	Parties to host a virtual webcast today at 8:30 a.m. ET: https://app.webinar.net/LKXrVzLOoEz

San Francisco--Elroy Air, Inc., a leading U.S.-based technology developer of autonomous heavy-cargo drones for defense, rapid response and commercial logistics, and 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 (Nasdaq: IPXG), announced today that they have entered into 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 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 is funding in connection with the execution of the BCA. Post-transaction, Elroy Air is expected to have an enterprise value of approximately $1.0 billion.

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 but with extended range of up to 450 miles and with no charging infrastructure required. Designed for maximum operational flexibility, Chaparral features multi-mission pods that enable rapid reconfiguration across diverse payload types and customer needs, unlocking a significant global total addressable market spanning defense, commercial logistics, and rapid response.

Key highlights include:

	●	A demand pipeline exceeding 1,400 aircraft and over $5 billion in potential revenue opportunity from leading logistics and aviation companies, including Bristow Group, Barq Group, SLI, and FedEx.
	●	6+ years of active defense programs with the U.S. Army, U.S. Marine Corps, and U.S. Air Force.
	●	A manufacturing partnership with Kratos Defense & Security Solutions as the exclusive U.S. manufacturer of the Chaparral, with first production aircraft planned for late 2026.
	●	A $200M joint venture initial agreement signed with Barq Group to establish an international manufacturing facility in Abu Dhabi serving the MENA region. Elroy Air and Barq Group plan to begin initial flight operations in the UAE in 2027 using U.S.-built aircraft followed by the start of local production in Abu Dhabi in 2028.
	●	The only OEM with a purpose-built, heavy-payload uncrewed cargo drone selected for the U.S. Department of Transportation’s eVTOL Integration Pilot Program (eIPP), established under the Unleashing American Drone Dominance Executive Order. USDOT’s announcement specifically calls for the start of operations in 2026.
	●	Completed testing by Japan’s Ground Self-Defense Force (JGSDF) in which the Chaparral passed all 22 test items for inter-island logistics capabilities.
	●	Backed by premier defense and venture investors, including Lockheed Martin Ventures, Shield Capital, Marlinspike Partners, Snowpoint Ventures, DiamondStream Partners, and Catapult Ventures.

“As a public company with access to significant capital, Elroy Air will be ideally positioned to meet the rising demand for Chaparral, our heavy-cargo drone,” said Elroy Air Chief Executive Officer Andrew Clare, PhD. “Autonomous flight is the next great logistics revolution — and Elroy Air intends to lead it. The U.S. has made drone dominance a national strategic priority, and that priority is only meaningful if American industry can actually deliver. This transaction ensures we can by rapidly scaling production for U.S. and allied forces and commercial markets alike. I’m excited to partner with Inflection Point, a firm with a track record of successfully scaling high-impact technology companies in order to satisfy significant market demand.”

Inflection Point’s prior and pending transactions in the national security and Aerospace & Defense sectors include Intuitive Machines (Nasdaq: LUNR), USA Rare Earth (Nasdaq: USAR), Merlin Labs (Nasdaq: MRLN) and Quantum Space (Nasdaq: IPFXU).

“Elroy Air is emerging at the intersection of two massive secular shifts: the modernization of defense technology and the automation of global supply chains,” said Michael Blitzer, Chief Investment Officer of Inflection Point. “Through a combination of proprietary autonomous aviation technology and recurring software licensing revenue streams, Elroy has established a highly defensible flywheel across defense and commercial markets. The company’s multi-billion dollar demand pipeline and strategic partnerships with Bristow and Barq underscore the urgency of the market opportunity and Elroy’s growing strategic importance within the industry.”

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Transaction Overview

The business combination is expected to deliver gross proceeds of at least $165 million from the committed PIPE, with up to $230 million additional proceeds depending on redemptions. Elroy Air currently intends to use these proceeds to accelerate its technology and platform development, ramp its ability to deliver its systems to customers, enable strategic acquisitions, and ensure top technical talent across areas, including software and hybrid-electric systems, continue joining Elroy Air.

The Boards of Directors of both Elroy Air and CMII have unanimously approved the proposed transaction. The deal is expected to close in late 2026, subject to customary closing conditions, including approval by CMII’s shareholders and regulatory review. Upon closing, the combined company will use the Elroy Air name and expects to be listed on the Nasdaq under the ticker symbol “ELRY.”

Advisors

Barclays is acting as exclusive financial advisor and exclusive capital markets advisor to Elroy Air. Barclays is acting as Lead Placement Agent on the PIPE, with Cantor and Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, also acting as Placement Agents. Cantor and Cohen & Company Capital Markets are serving as financial and capital markets advisors to CMII. DLA Piper LLP (US) is serving as legal advisor to Elroy Air. White & Case LLP is serving as counsel to CMII and Inflection Point. Kirkland and Ellis LLP is serving as legal advisor to the Placement Agents.

Webcast Details

Elroy Air and Inflection Point will host an investor presentation today at 8:30 a.m. ET to discuss the announcement. The webcast will include a slide presentation and participants are encouraged to view the presentation via webcast at: https://app.webinar.net/LKXrVzLOoEz

About Elroy Air

Elroy Air is developing industry-first autonomous aircraft systems and cutting-edge software to revolutionize express shipping. Deploying innovative hybrid-electric and autonomous vehicle technologies, their vertical-takeoff-and-landing (VTOL) aircraft transcend traditional airport limitations, unlocking new frontiers in commercial air cargo, humanitarian aid, and military logistics. From agile, low-risk resupply for troops, to dynamic disaster response and firefighting support, to warehouse-to-warehouse express parcel transport, Elroy Air’s technology reshapes logistics possibilities. With facilities in Byron, California, Elroy Air is backed by premier venture capital firms including DiamondStream Partners, Catapult Ventures, Marlinspike Partners, Snowpoint Ventures, and Shield Capital. Strategic investment from industry giants like Lockheed Martin Ventures and support from visionary angel investors, including early Uber executives, drive the company’s mission to provide same-day shipping to every person on the planet.

For more information, visit elroyair.com.

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.

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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 proposed business combination between Columbus Circle Capital Corp II (“CMII”) and Elroy Air, Inc. (“Elroy Air”), the estimated or anticipated future results and benefits of the combined company following the business combination, including the likelihood and ability of the parties to successfully consummate the business combination, the company’s demand pipeline and potential revenue opportunities, future opportunities for the combined company and other statements that are not historical facts.

These statements are based on the current expectations of CMII 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. 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 CMII 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 CMII’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 CMII 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 comprising Elroy Air’s demand pipeline and the risk that such expressions of interest 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 the combined company to execute its growth strategy, manage growth profitably and retain its key employees; the ability of the combined company 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 U.S. Securities and Exchange Commission (the “SEC”). The foregoing list of risk factors is not exhaustive. There may be additional risks that Elroy Air and CMII presently do not know or that Elroy Air and CMII 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 CMII’s expectations, plans or forecasts of future events and views as of the date of this communication. Elroy Air and CMII anticipate that subsequent events and developments will cause their assessments to change. However, while Elroy Air and/or CMII may elect to update these forward-looking statements in the future, Elroy Air and CMII specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Elroy Air’s or CMII’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.

4

Additional Information and Where to Find It

The business combination will be submitted to shareholders of CMII for their consideration. In connection with the business combination, CMII intends to file a registration statement on Form S-4 (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 its shareholders 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 Elroy Air’s equity holders in connection with the completion of the business combination. After the Registration Statement is declared effective, CMII 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 CMII 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 CMII as of a record date to be established for voting on the business combination. Shareholders of Columbus will also be able to obtain copies of the proxy statement/prospectus without charge, once available, at the SEC’s website at www.sec.gov

Participants in the Solicitation

CMII 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 CMII’s stockholders with respect to the business combination. A list of the names of those directors and executive officers and a description of their interests in CMII is contained in the sections entitled “Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters” and “Directors, Executive Officers and Corporate Governance” of CMII’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 CMII 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.

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.

Media Contacts

Chelsea Dietz

press@elroyair.com

Dan Moore / Ed Hammond / Kiki Torpey

Collected Strategies

elroy-cs@collectedstrategies.com

CMII Contact

Kevin Shannon

info@inflectionpointacquisition.com

5

Exhibit 99.2

Project Endurance: Investor Presentation June 2026

Disclaimer About this Presentation This confidential presentation (together with oral statements made in connection herewith, this "Presentation") is provided for informational purposes only and has been prepared exclusively for the benefit and internal use of the party to whom it is directly addressed and delivered to assist interested parties in a proposed private placement in making their own evaluation with respect to a potential business combination (the "Proposed Transaction") between Elroy Air, Inc. and/or its subsidiaries and affiliates ("Elroy Air") and a special purpose acquisition company (the "SPAC") that will be controlled by Inflection Point Asset Management or its affiliates ("Inflection Point"). Any further distribution or reproduction of this Presentation, in whole or in part, or the divulgence of any of its contents, is unauthorized. By accepting the Presentation, each recipient agrees to maintain the confidentiality of the information contained herein, to use any such information in accordance with its compliance policies, contractual obligations and applicable law, including federal and state securities laws, to use this Presentation for the sole purpose of evaluating a potential financing and that it will not distribute, reproduce, disclose or use such information for any purpose other than the purpose of participating in a potential financing. This Presentation does not constitute investment, tax or legal advice. You should consult your own advisors concerning any legal, financial, tax or other considerations concerning the opportunity described herein, and, by accepting this Presentation, you confirm that you are not relying solely upon the information contained herein to make any investment decision. No representation, express or implied, is or will be given by Elroy Air, the SPAC or their respective affiliates and advisors as to the accuracy, completeness or reliability of the information contained herein, or any other written or oral information made available in the course of an evaluation of a potential financing. To the fullest extent permitted by law, in no circumstances will Elroy Air, the SPAC or any of their respective equity holders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this Presentation, its contents, its omissions, reliance on the information contained within it or on opinions communicated in relation thereto or otherwise arising in connection therewith. If the Proposed Transaction is pursued, Elroy Air and the SPAC will be required to file a registration statement (which will include a proxy statement/prospectus of Elroy Air and the SPAC) and other relevant documents with the Securities and Exchange Commission (the "SEC"), to be used at the meeting of shareholders to approve the Proposed Transaction and as the prospectus related to the offer of the securities to be issued by the combined company in connection with the Proposed Transaction and, after the registration statement is declared effective, the SPAC will mail a definitive proxy statement/prospectus relating to the Proposed Transaction to its shareholders. Shareholders and other interested persons are urged to read the proxy statement/prospectus and any other relevant documents filed with the SEC in their entirety when they become available because they will contain important information about Elroy Air, the SPAC and the Proposed Transaction. Such registration statement may modify and supersede in its entirety any information in this presentation, which is preliminary. Shareholders will be able to obtain a free copy of the proxy statement/prospectus (when filed), as well as other filings containing information about Elroy Air, the SPAC and the Proposed Transaction at the SEC's website located at www.sec.gov. Participants in the Solicitation The SPAC, Inflection Point, and their respective directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of the SPAC's shareholders in connection with the Proposed Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Transaction will be included in the registration statement to be filed in connection with the Proposed Transaction when available. Elroy Air, and its directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Inflection Point's shareholders in connection with the Proposed Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Transaction will be included in the registration statement to be filed in connection with the Proposed Transaction when available. 2

Disclaimer (Cont'd) No Offer or Solicitation This Presentation relates to the potential financing of a portion of the Proposed Transaction through a private placement. This presentation shall not constitute a "solicitation" as defined in Section 14 of the Securities Exchange Act of 1934 , as amended (the "Exchange Act"). This Presentation does not constitute an offer to buy or sell any securities, investments or other specific products, or a solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Proposed Transaction, nor shall there be any sale of securities, investments or other specific products in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Any offering of securities (the "Securities") will not be registered under the Securities Act of 1933 , as amended (the "Securities Act"), and will be offered as a private placement (A) inside the United States to a limited number of "accredited investors" as defined in Rule 501 under the Securities Act or qualified institutional buyers (as defined in Rule 144 of the Securities Act) and (B) outside the United States in accordance with Regulation S under the Securities Act. Accordingly, the Securities must continue to be held unless a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their own counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the financial risk of their investment for an indefinite period of time. Neither Elroy Air nor Inflection Point is making an offer of the Securities in any state where the offer is not permitted. Forward-Looking Statements This Presentation contains certain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act, including statements regarding Elroy Air's and its management team's expectations, hopes, beliefs, intentions or strategies regarding the future. The words "anticipate", "believe", "continue", "could", "estimate", "expect", "intends", "may", "might", "plan", "possible", "potential", "predict", "project", "should", "would" and similar expressions may identify forward looking statements, but the absence of these words does not mean that a statement is not forward looking . The forward-looking statements contained herein are based on Elroy Air's and Inflection Point's current expectations and beliefs concerning future developments and their potential effects on Elroy Air, the SPAC or any successor entity of the Proposed Transaction. There can be no assurance that the future developments affecting Elroy Air or any successor entity of the Proposed Transaction will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of Elroy Air and Inflection Point) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors that will be described under the heading "Risk Factors" in a registration statement that will be filed by the SPAC with the SEC in connection with the Proposed Transaction. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. The information contained in this Presentation is provided as of the date hereof and may change. Except as required by law, Elroy Air and Inflection Point do not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Further, the information contained herein is preliminary, is provided for discussion purposes only, is only a summary of key information, is not complete and is subject to change without notice. Use of Estimates This Presentation contains estimated indications of demand and opportunity for future revenue and margins. These estimates constitute forward-looking information, are for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions underlying such estimates are inherently uncertain and are subject to a wide variety of significant, business, economic, competitive, regulatory and other risks and uncertainties. See "Forward-Looking Statements" above. Actual results may differ materially from any results contemplated by such estimates, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected will be achieved. Intellectual Property All rights to the trademarks, copyrights, logos and other intellectual property listed herein belong to their respective owners and Elroy Air's use thereof does not imply an affiliation with, or endorsement by the owners of such trademarks, copyrights, logos and other intellectual property. Solely for convenience, trademarks and trade names referred to in this Presentation may appear with the ® or TM symbols, but such references are not intended to indicate, in any way, that such names and logos are trademarks or registered trademarks of Elroy Air. Industry and Market Data This Presentation relies on and refers to certain information and statistics based on Elroy Air's management's estimates, and/or obtained from third-party sources which it believes to be reliable. These estimates involve a number of assumptions and limitations and recipients are cautioned not to give undue weight on such estimates. Elroy Air has not independently verified the accuracy or completeness of any such third-party information and does not take any responsibility with the accuracy or completeness of such information. 3

Today's Presenters Andrew Clare, Ph.D. CEO, Board Member Dave Merrill, Ph.D. Founder, Executive Chairman of Board • Previously led deployments of AI-driven autonomous vehicles as CTO at Nuro and spearheaded the Model X program at Tesla • B.S., M.S., Ph.D. from Massachusetts Institute of Technology in Aeronautics and Astronautics • Previously VP of Enabling Technology at 3D Robotics after their acquisition of Sifteo – a connected hardware company that Dave built during his Ph.D. • B.S., M.S. from Stanford University in Computer Science; S.M., Ph.D. from Massachusetts Institute of Technology • Founder and Managing Partner of Inflection Point Asset Management, and has led or is leading six public listings across Inflection Point's portfolio of strategically important assets in the aerospace & defense, critical minerals, and technology industries • Has led $5B+ of capital raises and overseen billions of strategic M&A to catalyze growth across the portfolio and build leading multi-billion-dollar companies • Serves as Director of Intuitive Machines (LUNR), Lead Director of Merlin Labs (MRLN), and Chairman of USA Rare Earth (USAR) • Founder and Partner of Inflection Point Asset Management, serving as an integral role in Inflection Point's mergers with Intuitive Machines, USA Rare Earth, and Merlin Labs • Serves as Capital Markets Advisor to Intuitive Machines (LUNR) and Board Advisor to USA Rare Earth (USAR) • Began career in BofA Equity Capital Markets across Tech and Industrials, and Equity Solutions including SPACs Michael Blitzer Chairman Kevin Shannon CEO 4

Elroy Air to Go Public in Partnership with Inflection Point 1. See page 19 for pipeline details. Inflection Point's unique competitive advantage: – Seasoned team with decades of combined public and private investing, M&A and capital markets structuring, and public company board experience – Demonstrated track record of public market expertise, having raised $5B+ of capital across its first three companies – Focused on thesis-led, public-ready companies with an attractive return profile Inflection Point is led by an experienced management team that has announced 5 transactions with other SPACs. With a committed anchor order in the prefunded tranche of the PIPE and a distinguished management team, Inflection Point is purpose-built to take high-growth critical infrastructure and strategic national assets public Aligned, long-term sponsor mindset focused on delivering durable public company value well beyond the transaction Hands-on partner active in board-level value creation across all previous deals Credible public market narrative reinforced by disciplined investor communication to support sustained engagement Highly credentialed team with 3× MIT PhDs and senior defense advisors providing deep technical and market expertise Purpose-built hybrid-electric platform delivering a simple, modular, long-range cargo solution Industry leadership with flight- proven aircraft and demand pipeline(1) Inflection Point and Elroy Air Partnership 5

Inflection Point Investment Rationale: Selecting Elroy Air A standout team and flight-proven autonomous drone platform poised to disrupt a market at inflection, planning for scale 1. Middle mile refers to transport from manufacturing or transit hubs / ports to regional warehouses and distribution centers. 2. Long-range refers to distances in excess of 200 miles range. 6 Category Leadership Proven Team and Mission Capital to Accelerate Production We chose Elroy Air because its leadership team – powered by MIT– and Stanford– pedigreed executives – demonstrates rare technical discipline and execution maturity Their mission is intentionally focused: leverage autonomous flight to materially improve logistics speed, safety, and operational efficiency Elroy Air's pioneering hybrid-electric architecture offers long-range(2) operations and fast turnaround without charging infrastructure, essential for meeting customer needs Elroy Air operates in the middle-mile(1) logistics segment, a critical and underserved market where few credible autonomous cargo competitors exist Demand signals across defense and commercial customers affirm Elroy Air's early lead in long-range autonomous cargo operations Elroy Air is the first company to fly a turboshaft-hybrid-electric aircraft and is flight-proven Elroy Air will deploy capital to accelerate production timelines and bring operational aircraft to market Our committed anchor order in the prefunded tranche of the PIPE is structured to advance manufacturing readiness, progress regulatory approval efforts, secure supply chain depth, and expand delivery capacity The goal of this funding is to position Elroy Air to be able to meet rising commercial and defense demand

Defense Commercial Rapid Response Elroy Air enables autonomous delivery of critical cargo for defense, commercial, and rapid response 7

8 Elroy Air is Poised to Disrupt Defense, Commercial, and Rapid Response Logistics Attractive OEM margins complement recurring revenue software platform and versatile, mission-configurable pods + Cargo logistics across defense, commercial, and rapid response markets represent a high-demand, substantial market opportunity for flexible autonomous solutions Autonomy software enables flight with no pilot onboard and unattended cargo drop, patented hybrid-electric powertrain delivers reliability of electric propulsion with the range and convenience of fuel Product-market fit validated by U.S. Army and Japanese Army testing and a commercial pipeline(3) of 1,410 units from customers such as Bristow, FedEx, and Barq Kratos manufacturing partnership enables scalable and high-quality production that is highly capital efficient Military and disaster-response missions use specialized non-FAA protocols while autonomous rural and overwater cargo flights follow FAA pathways ~$420B Global TAM(1)(2) Strong Technology Moat Pipeline(3) Multi-Faceted Approach to Regulatory Approvals(4) Capital Efficient Operating Model High Margin Revenue Model 1. Business Research Insights, Fortune Business Insights, Future Market Insights, Global Market Insights, Markets & Markets, Mordor Intelligence, Research & Markets. 2. $300B of this TAM is currently addressable, while $120B may require new Elroy Air vehicles and/or pod developments to serve additional markets. 3. See page 19 for pipeline details. 4. Under U.S. federal drone policy, FAA type certification of the drone is not a prerequisite to starting commercial operations in the U.S. FAA approvals are required, however approval timelines are generally shorter than the FAA certification timelines faced by other Advanced Air Mobility companies that expect to transport passengers. International and defense operations are generally not subject to FAA jurisdiction and may also support near-term business opportunities. Depending on the location and nature of operations, international and defense operations may be subject to regulatory approval by foreign civil aviation or defense authorities.

Elroy Air at a Glance Company Overview Founded in 2016 Headquartered in Byron, California $100M+ Total Capital Raised Autonomous Flight System Hybrid-Electric Powertrain ~220 Years of Cumulative Experience across Defense Advisory Board Executing on Multiple Defense Contracts across U.S. and Allied Forces 9 Key Partners Key Investors USSOCOM Japan Army

A Decade in the Making: Engineering the Solution for Our Customers 1. Pilot agreement to jointly test Chaparral aircraft, then for FedEx to evaluate Chaparral systems across its network. 2. These cash deposits were later converted into equity investment. 3. Partially-autonomous flight. 4. One flight was fully-autonomous end-to-end, others were partially-autonomous. 5. Takeoff, transition, cruise, de-transition were autonomous, while landing was pilot-assisted (partially-autonomous). 6. Fully-autonomous end-to-end. 10 2017 Recruited early team that designed, built, and operated earliest software builds and electric propulsion testing 2019 Started working with U.S. Air Force under a Phase II SBIR contract Development of hybrid-electric powertrain began with series of turboshaft engine runs 2020 2021 Began integration of carbon-composite C1-1 airframe 2022 Signed Pilot Agreement for joint work including flight testing with FedEx and evaluating usage of systems(1) 2022 Completed integration of all major systems into first Chaparral C1 vehicle 2023 Started new SBIR Phase II Contract with U.S. Air Force 2024 Executed 5 successful flights for U.S. Marine Corps at Yuma Proving Ground(4) 2025 Transition of full- scale Chaparral C1-1 aircraft from vertical takeoff to wingborne flight(5) 2025 Flew first A-to-B cargo delivery with full-scale Chaparral C1-1 aircraft(6) 2016 Elroy Air is founded 2018 Invited to Joint Interagency Field Experimentation ("JIFX") events to flight-test subscale Chaparral aircraft 2019 Successfully completed first test flight of first full- scale prototype of large unmanned VTOL cargo aircraft 2020 Joined the U.S. Air Force Agility Prime program and started a Phase III SBIR contract 2022 Chaparral C1-1 unveiled to public, coverage by Aviation Week and others 2022 Signed Memorandum of Understanding with deposits(2) with Bristow 2023 Made history with full-scale C1-1 as the first flight of turbogenerator hybrid aircraft(3) Awarded Phase I Contract with U.S. Army 2023 2024 Awarded Phase II SBIR contract with U.S. Army 2025 Kratos signed as the exclusive manufacturer of Chaparral for U.S. markets 2026 Barq Group signed initial agreement with Elroy Air to set up $200M joint venture for Chaparral manufacturing and services in Abu Dhabi

Elroy Air Selected for the eVTOL Integration Pilot Program ("eIPP") Source: Company filings, press releases. Market data as of 4/27/26. 1. "AAM" denotes Advanced Air Mobility. 2. "Commercial operations" refer to intended Phase 2 revenue-generating operations with Bristow under the eIPP, following a Phase 1 testing period, and confirmed as an available pathway by the FAA. 3. Equity values being shown are on a fully diluted basis as of 4/27/26. 4. Elroy Air equity value reflects $800M pre-money equity value as used in the LOI with Inflection Point. 11 Attractive Valuation Relative to Peers(3)(4) eIPP Overview $800M $3,826M $4,604M $9,301M DOT-led pilot program to accelerate safe AAM(1) integration through real-world aircraft operations The program enables companies to begin commercial operations(2) in 2026 Elroy Air was 1 of 8 projects selected to participate in this program, due to its mission-ready aircraft, deep local partnerships, collaboration with Bristow on high-priority use cases, and experienced team Why Does the eIPP Matter for Elroy Air? Federal Selection Opportunity to define the federal standard for uncrewed heavy-payload logistics Purpose Built for Cargo Chosen as the only OEM with an autonomous, heavy-payload VTOL cargo drone Gulf Coast Deployment Accelerates Chaparral deployment in high-demand offshore and industrial markets across Louisiana, Texas, and Mississippi Early Access Ensures early participation and integration into the National Airspace System Elroy Air's acceptance into the eIPP reinforces credibility within federal programs, streamlines regulatory pathways, and accelerates the path to monetization within the commercial sector 5.8x 4.8x 11.6x

1. FAA certification is not required for defense operations. 2. Under U.S. federal drone policy, FAA type certification of the drone is not a prerequisite to starting commercial operations in the U.S. FAA approvals are required, however approval timelines are generally shorter than the FAA certification timelines faced by other Advanced Air Mobility companies that expect to transport passengers. International and defense operations are generally not subject to FAA jurisdiction and may also support near-term business opportunities. Depending on the location and nature of operations, international and defense operations may be subject to regulatory approval by foreign civil aviation or defense authorities. Why Elroy Air is Different than Other Advanced Air Mobility Companies Our Demonstrated Solution Cargo, Other Non-Passenger Payloads 2+ Years of Successful Full-Scale Aircraft Test Flights, Comprehensive Flight Software Validation Tooling Hybrid-Electric Solves Range, Infrastructure Challenges Autonomous Flight Reduces Costs and Reduces Risk to Life Challenges We Don't Face Urban Mobility Passenger Air Taxi Depends on Changes in Consumer Behavior Early-Stage Aircraft Development Risk Battery-Electric Range Constraints Onboard Pilot Required Full Passenger-Carrying FAA Certification Hurdle to Start Business(1) Defense, International, and U.S. Drone Pathways to Launch Operations(2) 12

The Elroy Air Advantage Autonomous air cargo that delivers more flexibility, lower risk, and better economics than traditional transport Traditional Cargo Approaches Defense and Rapid Response Commercial Safety in Dangerous Environments Takeoff and Landing Site Flexibility H High Mission Cadence Cost Efficient Takeoff and Landing Site Flexibility H Faster than Ground Pilots / Crew 1:Many Autonomy 25+ Destinations Flexible Helipads Roads Runway Port Frequency Cost $ $$$ $ $$ $ Speed Operator Risk None High Medium Low Low Cost Efficient 13

Significant and Actionable Global TAM Opportunity Across Multiple Defense and Commercial Sectors and Additional Market Opportunities Source: Business Research Insights, Fortune Business Insights, Future Market Insights, Global Market Insights, Markets & Markets, Mordor Intelligence, Research & Markets. 1. $300B of this TAM is currently addressable, while $120B may require new Elroy Air vehicles and/or pod developments to serve additional markets. Note: Bubbles size denotes relative market size today. Growth outlook determined based on reported forward looking CAGR in accordance with named sources. Bubbles reflect 2025 TAM unless noted: 2. 2023A. 3. 2026E. 4. May require new Elroy Air vehicles and/or pod developments to serve these markets. Current Global TAM (2025): ~$420B(1) ($ in B) Segment Growth Elroy Air Focus Today (~$300B) TAM: $93B '26E-'35E CAGR: 4% Rapid Response Disaster Relief Logistics TAM: $8B '25E-'35E CAGR: 6% Defense Logistics TAM: $174B '25A-'33E CAGR: 6% Organ Transport Services TAM: $3B '25E-'29E CAGR: 9% Middle Mile Express Shipping(2) TAM: $97B '24E-'32E CAGR: 7% TAM: $16B '25E -'30E CAGR: 8% Mission- Focused UAVs TAM: $21B '26E-'34E CAGR: 8% Offshore Oil & Gas Transport(2) New Markets of Opportunity(4) (~$120B) TAM: $9B '26E-'31E CAGR: 10% Infrastructure Monitoring(3) Commercial Air Cargo(3) 14

Software and System Design Create Significant Technology Moat 1. Refers to a software feature. 2. "DEP" refers to Distributed Electric Propulsion. Hybrid-Electric Aircraft Benefits: ✓Rapid refueling – for high tempo operations ✓No charging infrastructure required ✓Longer ranges vs battery-electric vehicles Autonomous Software: ✓Autonomous flight enables true 1:Many(1) ops ✓Cloud simulation able to test every software release ✓Custom controls enable safe, redundant DEP(1) ✓Low-complexity design reduces maintenance Elroy Air has filed 18 patents – a significant portfolio of technologies spanning hybrid-electric propulsion, smart autonomous cargo- handling, and advanced payload interfaces – along with copyrighted works and trade secrets 15

Our Proprietary Autonomous Software Stack is Highly Competitive 1. Refers to features. 2. Refers to company's testing. 3. "HIL" refers to hardware-in-the-loop. 4. "SIL" refers to software-in-the-loop. Autonomy stack shifts pilots into supervisory roles, enabling a single operator to oversee many aircraft using automated health monitoring and management-by-exception alerts Autonomy for 1:Many Operations(1) 1 Software control laws manage the transition from VTOL to forward flight, safely coordinating 12 motors, control surfaces, and hybrid-electric powertrain in real time Advanced Vehicle Control System(1) 2 HIL(3) system connects real flight computers to Digital Twin for realistic simulation and validation of in-flight messaging, latencies and interactions between vehicle systems Real-Time Avionics Validation(2) 3 Open-standard interface support – MOSA, STANAG 4586, and MAVLink – enable interoperable command-and-control and integration across defense and commercial environments Open Software Interface(1) 4 Custom software manages power distribution and thermal behavior of the turbogenerator – battery system under extreme conditions, providing necessary power and protecting hardware Hybrid-Electric Power Management(1) 5 Simulation enables safe testing of failures – such as sudden motor loss – to ensure autonomy logic detects issues and executes contingency maneuvers reliably Edge Case and Failure Injection(2) 6 Elroy Air uses SIL(4) and HIL(3) with a detailed digital twin of the Chaparral to validate complex flight profiles up to thousands of times before real-world flight testing High-Fidelity Digital Twins(2) 7 Thousands of virtual flight hours, tens of thousands of miles flown in simulation; thorough software verification in advance of pushing releases to vehicles Safety-Driven Software Verification(2) 8 16

Customizable Payloads Unlock Sweeping Market Opportunities 1. "ISR" refers to Intelligence, Surveillance and Reconnaissance. ISR(1) Canoe Pallet Expanded Capacity Supplies Cargo and Fuel Sensors and Payload Cargo Airdrop Droppable 50kW of Power Available Reconfigurable in Minutes Licensing Revenues Tracking Beacons Stackable (4 High) Defense Commercial Rapid Response 17

Flexibility for Different Mission Sets Note: Reflects targeted range and payload for expected use cases. Standard carrying capacity can allow for all of the illustrative use cases shown. 18 2.28ft (0.694m) Resupply for U.S. Army 500 lbs / 100 mi Heavier Load, Shorter Range Boxes 300 lbs / 300 mi Medium Load, Medium Range Repair Parts for Oil Rig 100 lbs / 400 mi Lighter Load, Longer Range Modular Pods Configurable to Various Missions Standard Carrying Capacity of 31ft3 More Payload More Range Standardized Interface to Unleash Development Partners

Significant Indication of Demand and Opportunity 1. Calculated based on averaged selling price expectation of $3.5 million per aircraft. 2. We have entered into agreements for 1,410 units, which remain conditional upon: (i) obtaining regulatory approvals for the intended geography and usage profile; (ii) successful completion of trial or pilot deployments; and (iii) reaching definitive agreement on material commercial terms, including aircraft specifications, warranties, performance guarantees, delivery periods, pricing, and territorial restrictions. The counterparties' obligations to consummate orders will arise only after all material terms are agreed. There is no assurance we will execute definitive agreements in a timely manner or at all. 3. The 1,000+ unit potential demand figure reflects management's current expectations based on discussions with potential defense customers, public statements and reports, and internal estimates. This figure does not represent binding orders, contractual commitments, or pipeline. This estimate is subject to risks including government procurement timing, budget appropriations, competitive factors, and regulatory approvals. Investors should not place undue reliance on this estimate. Defense Partners $3.5B+ of Visible and Identified Contracts of Opportunity 1,000+ Potential Unit Demand(3) Customer Opportunity Unlocked by Defense, International, and Drone Regulatory Pathways Commercial Customers +4 Other Operators $4.9B+ Revenue Opportunity(1) 1,400+ Unit Pipeline(2) Type Units Description of Commitment LOI 1,150 Broader agreements that signal intent and attempt to align on high-level terms and conditions to be further determined in future Aircraft Purchase Agreements MOU 160 MPA 100 Advanced agreements that establish a detailed framework for future aircraft purchases, in order for future Aircraft Purchase Agreements to inherit majorly defined terms and conditions Total 1,410 All Demand Reflected In Signed Customer Engagements Total Commercial Unit Pipeline(2) by Commitment Type 19 USSOCOM Japan Army

Elroy Air Will Transform Contested Logistics for Defense Source: 1. U.S. Department of War. https://www.cto.mil/cta/. Why Elroy Air is THE Solution for Contested Defense Logistics The Undersecretary of War for Research and Engineering unveiled six Critical Technology Areas(1) Applied Artificial Intelligence 1 Biomanufacturing 2 Contested Logistics Technologies 3 Quantum and Battlefield Information Dominance 4 Scaled Directed Energy 5 Scaled Hypersonics 6 Benefits from Domestic Regulations as a Result of Being Headquartered in the U.S. Reduced Risk to Warfighter with Autonomous Operations Rapidly Deployable with Modular and MOSA- Compatible Technology Low Relative Cost to Existing Solutions ✓ ✓ ✓ ✓ "Elroy Air's Chaparral hybrid-electric VTOL platform is well-positioned to transform the DoW's contested logistics capabilities." - Rear Adm. Lorin Selby (ret.), Former Chief of Naval Research Elroy Air Defense Advisory Board Member "Elroy Air provides unique, unmanned, autonomous, low-cost and innovative technology that can provide our military a critical capability." - General Richard Clarke (ret.), Former Commander, USSOCOM Elroy Air Defense Advisory Board Member 20

Why Now: Defense and Commercial Tailwinds Accelerate Adoption The American Drone Dominance Executive Order clarified the Administration's intent to promote U.S. global leadership in drone technology 1. U.S.-based company qualifies. Policy shifts favor American-made drones DoW accelerating scaled autonomy buys Volume demand signals strengthening FAA expected to ease pathway for opening up long- range drone operations Infrastructure-light logistics gaining urgency Cost and speed need driving autonomy adoption Defense Tailwinds Commercial Tailwinds 21 ✓Preferred for "trusted" (1) buys ✓Faster path to scale ✓Growing serviceable market ✓Demand for commercial scaling What this means for

Elroy Air Targets a Multitude of Current and Future Commercial and Public Use Cases(1) Note: Images depict simulated flight. Offshore Oil & Gas Support Middle Mile Logistics Disaster Recovery Public Safety Remote Infrastructure & Construction Healthcare & Medical Transport 22

Offshore Oil & Gas Support with Middle Mile Logistics with Illustrative Commercial Case Studies in Focus ~100 miles / 3.0 hrs ~190 miles / 2.5 hrs Idaho Falls, ID (airport) Afton, WY (service area) Salt Lake City, UT (airport) ~150 miles / 1.5 hrs Legend: Elroy Air Flightpath Status Quo Route Key Transit Point $ / hr: ~$7,000(1) $ / mi: ~$50(1) "The energy companies we work with are eager to use Chaparral - 95% of their cargo fits in Chaparral's pods, at a 10x lower cost than offshore helicopters to acquire and operate." – David Stepanek, EVP, The Bristow Group "We are always looking toward new technologies to help enhance the logistics industry...we look forward to continued testing and learning throughout our collaboration with Elroy Air." – Joe Stephens, SVP, FedEx ✓Extends FedEx's express shipping reach beyond existing airport infrastructure ✓Improves service reliability in remote or difficult-to-operate areas ✓Reduces route by ~140 miles ✓Requires just ~30% of existing travel time, enabling rapid use cadence ✓Requires no pilot, no crew rotations, no overnight accommodation ✓Eliminates human exposure to adverse conditions ✓Not reliant on traditional airport infrastructure ✓90% cheaper than offshore helicopter fleets Note: Images depict simulated fight operations and illustrative flightpaths. 1. Represents S-92 helicopter. 23

Chaparral's Range is Ideally Suited for Energy Sector Use Cases Note: the blue dot represents an illustrative Elroy Air aircraft takeoff location. The blue and transparent circular overlays indicate the estimated maximum service radius achievable from that location based on targeted range and payload features of Chaparral. Offshore Platforms Active Pipelines Gulfport New Orleans Houston Rosenberg Alexandria College Station Hattiesburg Brookhaven Waco Oakdale Lufkin Abbeville Galliano Mobile Winnfield 150 mi 300 mi Gulf Region: Dense Oil Rig Network Solution Chaparral can service 2,300+ Gulf of America offshore production platforms. North Sea: Expeditionary and Offshore Support Solution Chaparral can serve North Sea offshore assets within a ~311-mile radius. 24

Speed, Cadence, and Landing Site Flexibility are Ideal for Rapid Response Note: Image depicts simulated flight. 1. U.S. federal drone policy generally permits shorter approval timelines than operations subject to full FAA certification. International and defense pathways may also support near-term business opportunities. Uncrewed operations for rapid-response missions under UAV regulations, not regulations for human-carrying aircraft Not Dependent on FAA Passenger-Carrying Approvals(1) Hybrid-electric powerplant enables long-distance, payload-carrying missions without requiring charging infrastructure often lacking in remote areas Rapid Deployment and Long-range Reach 1:Many supervisory control lets a small team manage a large fleet, enabling rapid surge capacity during emergencies Autonomy that Scales Fast Uncrewed operations allow entry into areas unsafe for manned aircraft while keeping responders out of harm's way Designed to Operate in Hazardous Conditions Vertical takeoff and landing allows for launch and recovery without runways, enabling rapid access to disaster zones VTOL Capability Enables Operations without Infrastructure 25

Manufacturing Partners Provide Operational Leverage 1. Kratos's track record of lean, high-volume production is well-documented in their public filings, with Unmanned Systems division LTM gross margins of ~17%. 2. Faster ramp to production as compared to developing own facilities. Proven defense contractor manufacturing ensures U.S. production scales with minimal capex Incremental cost-per-unit structure keeps manufacturing largely variable Pre-production units scheduled and production scheduled based on deep assessment of Elroy Air's systems Kratos is establishing an initial manufacturing capacity of 1 unit per ~1 week; robust production capacity in place to handle all anticipated near-term demand Elroy Air's economic model for Chaparral is built on Kratos' proven philosophy of affordable, scalable manufacturing(1) Partner-led JV establishes manufacturing and services footprints in the UAE Partner-funded manufacturing infrastructure supports scale while Elroy Air monetizes aftermarket sales opportunities Illustrative path to expand capacity internationally Initial UAE flight operations using U.S.-built aircraft, followed by the start of local production in Abu Dhabi Faster Production Ramp(2) Strong Unit Economics Lower Execution Risk Multi-Region Capacity 26

Building on a 10-year Foundation: Clear, Practical Path to Scaled Operations Note: Production roadmap and certification roadmap illustrative and latest perspective as of February 2026. 1. Not built-to-type certification. 2. "eIPP" refers to eVTOL Integration Pilot Program. 3. Program selection pending; submissions may not be chosen. 4. "BVLOS" refers to Beyond Visual Line of Sight. ✓ 9+ years of design, software, simulation, and control systems development and validation ✓ 5+ generations of subscale and full-scale aircraft configurations ✓ 2020: Hybrid-electric system development started; since validated by 5+ years of total testing and 2+ years of flight testing ✓ 2021: First full-scale Chaparral airframe built ✓ 2022: Full-scale system integration(1) and ground testing completed ✓ 2023: Inaugural Chaparral hover flight ✓ 2024: Hover testing campaign and flight envelope expansion ✓ 2025: Transition flights; first autonomous point-to-point, long- range delivery mission Production Roadmap Regulatory Approval Roadmap Productionize Existing Aircraft Lock in Production Supply Chain Build Pre- Production Aircraft Durability Testing Production Ramp Commercial and Defense Deliveries Defense Airworthiness Work Already Underway: Streamlined Process for Uncrewed Drones Elroy Air Submitted and Pending Selection as Part of 4 eIPP(2) Submissions(3) Drone Exemptions / Waivers for Commercial BVLOS(4) Flights in Defined Corridors Scale Corridors Under Drone Exemptions / Waivers Across the U.S. Approval for Widescale Operations 27

Elroy Air Delivers Attractive Customer Proposition 28 Illustrative companies Powertrain Battery- Electric Turboshaft-Hybrid- Electric Various Approaches Electric Autonomous Flight ✓ ✓ ✓ ✘ Optimized for Cargo ✓ ✓ ✓ ✘ Middle-Mile Specs ✘ ✓ ✓ ✘ Autonomous Cargo Dropoff ✓ ✓ ✘ ✘ Platform Maturity ✓ ✓ ✘ ✓ Last-Mile Drones Heavy Cargo VTOL Drones Electric Air Taxi

Multi-Pronged Business Model Anticipates Ongoing Revenue after Initial Sale Recurring revenue beyond initial aircraft sales 1. Ranges are Illustrative and based on margins of mature companies derived from such companies' SEC filings with LTM data as of 3/16/2026. Benchmark companies include companies in the Defense industry (GE Aerospace, Lockheed Martin, L3Harris Technologies, Northrop Grumman, General Dynamics, AeroVironment, and Kratos), companies in the Aftermarket/MRO industry (TransDigm, HEICO, and AAR), and Software companies (Apple, Oracle, Axon and Samsara). 2. There can be no assurance that Elroy Air will achieve margins comparable to the companies referenced herein. See "Use of Estimates" on slide 3 and Risk Factors beginning on slide 36. 3. Illustrative OEM Margin ranges are estimated based on L3Harris Technologies, AeroVironment, Kratos, AAR, Apple, and Axon Product segment margin. 4. Illustrative Software and Service Margin ranges are estimated based on Apple, Oracle, and Axon only. Initial Sale Multiple Additional Revenue Streams Unlocked After Initial Sale 29 OEM Sales Parts and Accessories MRO Royalties Software Subscription Elroy Air delivers complete Chaparral aircraft to commercial and government operators, generating upfront revenue through platform sales while establishing long-term customer relationships Recurring revenue driven by mission-configurable payload pods, replacement components, and accessories required across fleet life cycles and diverse operational profiles Recurring royalty revenue from a growing global network of MRO service partners selling Elroy Air- approved parts across the installed base High-margin recurring revenue driven by autonomy software suite, delivering continuous performance enhancements via over-the- air software updates to consistently unlock new capabilities, fleet analytics, and improved efficiency Selected Third-Party Industry Margin Data (For Reference Only)(1)(2) 20% – 35% OEM Margin(3) 70% – 75% Software and Service Margin(4)

Illustrative Chaparral Revenue Opportunity 30 Estimate Per Unit Revenue Opportunity ($ in millions) Robust Pipeline(2) Presents Strong Revenue Opportunity Initial Revenue Opportunity @ Purchase Lifetime Revenue Opportunity >2x Value of Initial Purchase 1,400+ Unit Pipeline(3) Even Partial Conversion of Significant Pipeline(2) May Provide Potential $1B+ Revenue Opportunity Note: Represents illustrative anticipated aircraft unit economics for commercial and defense operations. 1. Estimated initial deployment – lifecycle can be further extended through routine maintenance and upgrades. 2. Software is required to operate aircraft. 3. See page 19 for pipeline details. (2) (1) (1) Average Selling Price $3.5M Aftermarket (Parts) Spend $350K Royalties Charged by Elroy Air (%) / Year 10% Estimated Initial Deployment (Years) 10 Aftermarket (Parts) Royalties $350K Number of Pods Sold / Aircraft 10 Average Selling Price - Pods $25K Accessories & Pods Revenue $250K % of Sale Price Spend on Recurring Licensing / Software 10% Estimated Initial Deployment (Years) 10 Recurring Licensing / Software Fees ($M) $3.5M Single Aircraft Lifetime Revenue Opportunity $7.60M

Elroy Air Has the Right Team to Execute on This Mission 31 BuddyMichini, Ph.D. CTO Alvin Oswandy Strategic Finance Andrew Clare, Ph.D. CEO, Board Member DaveMerrill, Ph.D. Founder, Executive Chairman of Board Mark Rodrigo Federal BD 3x MIT Ph.D. in Leadership 4x Stanford M.S. in Core Team Experience in drones, aerospace engineering, autonomous drive tech, automotive, production scaling, scientific and real-time software, military

Deeply Connected and Experienced Advisory Board and Board of Directors 32 LTG H.R. McMaster (retired) • Former U.S. National Security Advisor and combat-proven strategist, renowned for leading decisive operations in Desert Storm, Iraq, and Afghanistan LTG Mike Dana (retired) • 37-year United States Marine Corps veteran who served as Deputy Commandant for Installations & Logistics and spearheaded the Corps' adoption of unmanned logistics delivery and additive manufacturing Ellen M. Lord • First-ever Under Secretary of Defense for Acquisition & Sustainment, and former CEO of Textron Systems, led DoD acquisition policy and oversight of hundreds of billions in weapons and sustainment programs across the U.S. military Rear ADM. Lorin Selby (retired) • The Navy's foremost expert on disruptive technology and naval engineering, he spearheaded the "Reimagining Naval Power" initiative to accelerate the fielding of unmanned systems and advanced research GEN Frank McKenzie (retired) • An expert in high-stakes regional command, he led U.S. Central Command ("CENTCOM") through critical operations including the defeat of the ISIS caliphate GEN Richard D. Clarke (retired) • Former Commander of U.S. Special Operations Command, directing the nation's elite SOF across Rangers, SEALs, Green Berets, and Marine Raiders over a 38-year career with 12 combat deployments Defense Advisory Board Board of Directors William Dean Donovan DiamondStream Partners Raj Shah Shield Capital Dr. Mark Esper 27th U.S. Secretary of Defense Mislav Tolusic Marlinspike Partners Darren Liccardo Catapult Ventures

Headline: Enter your headline here Sub-Header: Enter your optional sub-heading here Enter your text here Line 2 Line 3 Line 4 33 Note: Image depicts A-to-B autonomous delivery flight in December 2025.

Transaction Details

Illustrative Transaction Overview Note: dollars and shares are in millions (USD), except per share figures. Percentages may not sum to 100% due to rounding. 1. Assumes 0% redemptions. Total cash-in-trust and cash-in-trust per share values assumed to be $10.00 for illustrative purposes. Does not account for additional expected accrued interest on cash-in-trust, which would increase the trust value per share at closing. Business combination consideration calculated two business days prior to closing. 2. Includes only Class A shares issued in connection with Inflection Point Acquisition Corp. VII. 3. Based on initial $12.00 PIPE and Pre-PIPE conversion price. Includes impact of OID and 6-month accrual of 12% PIK interest on $67M Pre-PIPE component and impact of OID on $100M committed PIPE component funded at close. Does not include the impact of warrants issued in connection with the Pre-PIPE and PIPE. 4. Includes founder shares and private placement shares held by the Sponsor and the underwriters. 5. Assumes that trading price per share at the time of closing to be $10.30 per share. 6. Total Financing includes $4M Bridge Note prior to announcement, $67M of cash funded at announcement via the Pre-PIPE and $100M of cash funded at close via the PIPE. Note, the $67M Pre-PIPE figure represents latest commitments which excludes the indicated upsizing of the Pre-PIPE through a second closing which is set to close after announcement. 7. Does not assume existing cash as of announcement date. Represents cash received by the Company in connection with the transaction. $366M pro forma cash to balance sheet assumes: $171M Total Financing from Bridge Note, Pre-PIPE, and PIPE, up to $230M in cash held in SPAC trust, $5M paydown of existing debt, and $30M of expected transaction expenses. 8. Including redemption premium associated with existing debt surmounting to approximately $5M, which represents a 1.2x premium to the $4M Bridge Note. Excludes $100K of the Bridge Note expected to rollover to the Pre-PIPE vehicle. 9. Illustrative figure based on expected transaction fees and expenses. 62.1% 17.9% 13.6% 6.5% Elroy Air Equity Rollover Inflection Point VII Public Shareholders PIPE Investors Sponsor Shares Transaction Highlights Sources and Uses Illustrative Ownership at Close Elroy Air is valued at $800M in pre-money equity value Combined company has secured over $171 million of committed capital(6), anchored by IPAM, existing Elroy Air investors including DiamondStream Partners and Snowpoint Ventures, and several new institutional investors Existing Elroy Air shareholders will roll 100% of interest and will retain at least ~62% of ownership at close(1) Sources (in millions) $ Amnt. % of Total Elroy Air Rollover Equity $800 66.6% Cash-in-Trust(1) 230 19.2% Total Financing(6) 171 14.2% Total Sources $1,201 100.0% Uses (in millions) $ Amnt. % of Total Elroy Air Rollover Equity $800 66.6% Cash to Elroy Air Balance Sheet(7) 366 30.5% Paydown of Existing Debt(8) 5 0.4% Illustrative Transaction Fees and Expenses(9) 30 2.5% Total Uses $1,201 100.0% Shareholder (shares in millions) PF Shares Ownership % Elroy Air Equity Rollover(1) 80.0 62.1% Inflection Point VII Public Shareholders(1)(2) 23.0 17.9% Pre-PIPE & PIPE Investors(3) 17.5 13.6% Sponsor Shares(4) 8.3 6.5% Pro Forma Total Shares Outstanding 128.8 100.0% Trust Value Per Share(5) $10.30 Total Equity Value $1,327 Less: Pro Forma Net Cash (366) Pro Forma Enterprise Value $961 35

Expects to be Capitalized for Key Milestones Well-defined use of proceeds enables clear path to cash flow positive Note: The anticipated use of proceeds set forth herein represents management's current intentions based on present plans and business conditions. Actual allocation of proceeds may differ materially from current estimates, and management retains broad discretion to adjust spending across categories or to apply proceeds to purposes not currently contemplated. The Company may pursue additional financing opportunities as business needs or market conditions warrant. No assurance can be given that proceeds will be allocated as described or that such allocation will achieve the intended results. $20 – 40 Million Working Capital / CapEx Support balance sheet and operations as business scales $20 – 40 Million Hiring Increase spending on engineering, regulatory approval efforts, sales $20 – 40 Million Research & Development Focus on parallel tracking development program with regulatory approval efforts $50 – 70 Million Production Costs Vehicle production ramp to meet high defense and commercial demand 36

Comparables

15.6x 4.2x 2.4x 2.0x 30.4x 13.7x 7.1x 4.1x 2.5x 8.0x 2.0x 1.0x 0.8x 24.7x N/A 5.9x 3.5x 3.0x Select Valuation Comparables Robust valuation metrics continue to persist amongst favorable sector outlook and opportunity Source: FactSet, Company filings. Market data as of 2/6/26. 1. Pro forma for $600 million convertible offering and ~53 million share common offering on 1/29/26. CY28E and CY29E EV / Revenue Median: 3.3x Median: 1.5x Median: 7.1x Legend: NextGen Aviation Peers CY28E / CY29E NextGen Defense Tech Peers CY28E / CY29E Median: 4.7x (1) 38

Risk Factors Risks Related to Elroy Air's Business Elroy Air is an early-stage company with a history of losses, and it expects to incur significant expenses and continuing losses for the foreseeable future. Elroy Air has a limited operating history which makes evaluating its business and future prospects difficult and may increase the risk of investment. Elroy Air may experience significant delays in the transition to mass production of its aircraft, which could harm Elroy Air's business, results of operations, financial condition and prospects. Elroy Air may experience significant delays in the design, manufacture, certification, and commercial rollout of its aircraft. Elroy Air's business plan requires a significant amount of capital, and its future capital needs may require Elroy Air to issue additional equity or debt securities that may dilute its shareholders or introduce covenants that may restrict its operations. The markets for Elroy Air's products are still in development, and if such markets do not materialize, or grow more slowly than expected, Elroy Air's business could be harmed. Elroy Air's future growth is dependent upon the market's willingness to adopt autonomous aerial cargo systems and the development of supporting infrastructure, and market adoption may be slower than anticipated due to factors including cost, safety perception or the need for operational changes. Elroy Air cannot assure you that it will realize the revenue it expects to generate from the pipeline in the periods it expects to realize such revenue, or at all. If an indicative order is not consummated, or if Elroy Air is otherwise unable to convert the strategic relationships or collaborations into sales revenue, Elroy Air's prospects, results of operations, liquidity and cash flow will be affected. The aircraft market is highly competitive, and Elroy Air may not be successful in competing in this industry. The competitors of Elroy Air may commercialize their technology before Elroy Air, or Elroy Air may not be able to fully capture the first mover advantage that is anticipated. Elroy Air currently relies and will continue to rely on third-party partners to provide parts and components required to manufacture its aircraft, which exposes Elroy Air to a number of risks outside its control. Elroy Air depends on suppliers and service partners for raw materials and certain parts and components, including electronics and batteries, and are exposed to supply chain risks that could materially and adversely affect Elroy Air's business, results of operations, financial condition and prospects. Elroy Air's future success depends on the continuing efforts of its key personnel and its ability to attract and retain highly skilled employees. Aviation Regulatory Risks Elroy Air may be unable to obtain relevant regulatory approvals for the commercialization of its aircraft in the United States or in foreign markets. Regulations related to the unmanned autonomous aircraft industry are evolving in the United States and foreign jurisdictions. Regulatory changes could adversely affect the ability to obtain regulatory approvals necessary to commercialize Elroy Air's aircraft in a timely manner. Commercial operators of Elroy's Aircraft in the United States will need to obtain various FAA approvals to operate the aircraft. These include operational approvals, remote monitor licenses, and airspace access approvals. Delays or challenges associated with customers obtaining these approvals could have a material adverse effect on Elroy Air's ability to sell and market its aircraft. Risks Related to Operations and Safety Crashes, accidents, or incidents involving Elroy Air's aircraft or prototype aircraft could have a material adverse effect on the business. The battery packs in Elroy Air's aircraft use lithium-ion cells, which pose certain safety risks. Elroy Air's aircraft may not perform as expected, which could harm Elroy Air's business and reputation. Elroy Air's aircraft may require maintenance at frequencies or at costs that exceed the initial estimates. 39

Risk Factors (Cont'd) Risks Related to Strategic Relationship and Government Contracts Elroy Air may be subject to risks associated with strategic relationships and may not be able to identify or form strategic relationships in the future. If conflicts arise between Elroy Air and its strategic partners, Elroy Air's business could be adversely affected. Elroy Air expect to conduct a portion of its business pursuant to U.S. government contracts, which are subject to unique risks. Elroy Air's expectations and estimates regarding opportunity and potential demand for its aircraft from defense partners could be incorrect and/or it may be unable to realize expected revenue relating to such potential demand. Risks Related to Technology and Intellectual Property Elroy Air may face technological challenges with respect to electric propulsion, hybrid-system performance and system integration, which could delay or impair its product development and commercialization. Elroy Air may be unable to adequately protect its intellectual property, or third parties may claim that Elroy Air infringes their intellectual property rights. Risks Related to the Proposed Business Combination Past performance by Inflection Point, the SPAC's management team, its and their advisors, and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in Elroy Air. The consummation of the Proposed Transaction is expected to be subject to a number of conditions and, if those conditions are not satisfied or waived, any definitive agreement relating to the Proposed Transaction may be terminated in accordance with its terms and the Proposed Transaction may not be completed. The ability of the SPAC's shareholders to exercise redemption rights with respect to a large number of outstanding Class A ordinary shares may prevent the SPAC from completing the Proposed Transaction or optimizing its capital structure. The benefits of the Proposed Transaction may not be realized to the extent currently anticipated by Elroy Air and the SPAC, or at all. The ability to recognize any such benefits may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain and expand relationships with customers and suppliers and retain its management and key employees. Elroy Air and the SPAC will incur significant transaction and transition costs in connection with the Proposed Transaction, which could be higher than currently anticipated. Some of the SPAC's executive officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Proposed Transaction without regard to your interests or in determining whether Elroy Air is an appropriate target for the SPAC's initial business combination. Such persons may receive a positive return on their investment in the SPAC's founder shares and in preferred equity and related securities of the combined company, even if the SPAC's public shareholders experience a negative return on their investment. There are risks to unaffiliated investors by taking Elroy Air public through a business combination rather than through an underwritten offering. Inflection Point and the SPAC cannot assure you that their diligence review has identified all material risks associated with the Proposed Transaction. An active trading market for the combined company's securities may not develop, which may limit your ability to sell such securities. The net cash available to the combined company from the SPAC's trust account with respect to each public share that is not redeemed will be materially less than the price per share implied in the Proposed Transaction. After the closing of the Proposed Transaction, sales of a substantial number of shares of the combined company's stock in the public market by existing shareholders could cause the stock price to decline. After the closing of the Proposed Transaction, a significant number of shares of the combined company's stock will be subject to issuance upon exercise of outstanding warrants, which may result in dilution to the combined company's shareholders. General Risk Factors There can be no assurance that the combined company will be able to meet the initial listing standards of Nasdaq, or following the closing of the Proposed Transaction, continued listing standards of Nasdaq. Elroy Air's business may be adversely affected by global political and macroeconomic challenges, including tariffs, inflation, volatile interest rates, or an economic downturn or recession, as well as geopolitical conflicts and supply chain disruptions. Elroy Air is subject to risks associated with climate change, including physical and transitional risks 40

Exhibit 99.3

TERM SHEET

CONVERTIBLE PROMISSORY NOTES AND WARRANTS

This Term Sheet (“Term Sheet”) summarizes the principal terms of the Convertible Promissory Note and Warrant financing (the “Pre-Funded PIPE”) of Elroy Air, Inc., a Delaware corporation (the “Issuer”), to be consummated prior to the proposed business combination (the “Business Combination”) between Columbus Circle Capital Corp II (to be renamed Inflection Point Acquisition Corp. VII) (“IPAC”) and the Issuer, pursuant to a business combination agreement (the “Business Combination Agreement”). No legally binding obligations will be created until formal definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest. The Convertible Promissory Notes and Warrants will be issued pursuant to securities purchase agreements (each, an “SPA”) to be entered into between the Issuer and each investor (each, an “Investor”).

Security:		Convertible Promissory Notes of the Issuer (the “Notes”) and warrants to purchase common stock (the “Common Stock”) of the Issuer (the “Warrants,” and together with the Notes, the “Securities”).
Note Maturity		One year after the issuance date (the “Maturity Date”).
Investment Size:		Up to $80 million at a 15% original issue discount.
Closing:		Closing of the Pre-Funded PIPE (the “Closing”) will occur prior to, and as a condition and inducement to, the signing of the Business Combination.
Ranking:		The Notes will be senior unsecured indebtedness ranking pari passu with each other and at least pari passu in right of payment with all other indebtedness of the Issuer and its subsidiaries.
Interest:		The Issuer shall pay simple interest on the unpaid principal amount of the Notes, which shall accrue beginning on the issue date at a rate equal to twelve percent (12%) per annum (the “Interest Rate”), computed on the basis of the actual number of days elapsed and a year of 365 days, until the principal amount and all interest accrued thereon are paid or converted, as provided herein.  Interest shall not be due and payable until the Maturity Date or an earlier Event of Default, Business Combination, Qualified Financing or Change of Control.

Protective Provisions While any Notes are outstanding, the Issuer shall not, either directly or indirectly, by amendment, merger, consolidation, recapitalization, reclassification, or otherwise, do any of the following without (in addition to any other vote required by law or the Issuer’s organizational documents) the written consent or affirmative vote of the holders of a majority of in interest (based on aggregate principal plus accrued and unpaid interest) of the Notes (which majority must include Inflection Point Fund I, LP to the extent it holds any Notes at the relevant time) (the “Requisite Holders”):

		●	prior to the termination of the Business Combination Agreement, liquidate, dissolve or wind up the business and affairs of the Issuer, or effect any merger or consolidation or any other deemed liquidation event;
		●	amend, alter or repeal any provision of the Issuer’s organizational documents in a manner that adversely affects the powers, preferences or rights of the Notes;
		●	purchase or redeem (or permit any subsidiary to purchase or redeem) or, pay or declare any dividend or make any distribution on, any capital stock of the Issuer other than pursuant to the terms of any equity incentive plan of the Issuer and other than securities repurchased at cost from former employees and consultants of the Issuer in connection with the cessation of their service;
		●	prior to the termination of the Business Combination Agreement, enter into, or enter into a material variation of, any agreement or transaction with any related person; provided however that that no approval shall be required for issuance of options, restricted stock units or other similar equity-linked awards to employees or other eligible persons under the Issuer’s equity incentive plan or any future incentive plan, equity plan or equity-based compensation plan or other similar arrangements established by the Issuer, regardless of whether they are otherwise a related person;
		●	create, or authorize the creation of or issue, or authorize the issuance of any indebtedness, or permit any subsidiary to take any such action with respect to any indebtedness, other than equipment leases or trade payables incurred in the ordinary course, provided that, from and after the termination of the Business Combination Agreement, this restriction shall not apply to indebtedness that both (A) ranks junior to the Notes and (B) does not require or permit redemption, defeasement, repurchase, repayment or other payment prior to the repayment of the Notes; or
		●	redeem, defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part, whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any indebtedness (other than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on, such indebtedness, if at the time such payment with respect to such Indebtedness is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Event of Default has occurred and is continuing or (ii) an event that with the passage of time and without being cured would constitute an Event of Default has occurred and is continuing.

Conversion in Connection with Business Combination: Upon the closing of the Business Combination contemplated by the Business Combination Agreement, without any action on the part of the holders, the Issuer or any other party to the Business Combination Agreement, the unpaid principal amount of the Notes, together with any interest accrued but unpaid thereon as of the day prior to such Business Combination (such aggregate amount of principal and interest, the “BC Conversion Amount”), shall automatically convert into a number of fully paid and nonassessable shares of 12.0% Series A Cumulative Convertible Preferred Stock of PubCo (the “PubCo Preferred Stock”) having the rights, preferences and privileges set forth in a Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock equal to the quotient of the BC Conversion Amount divided by the BC Conversion Price (as defined below). For purposes of the Notes, “BC Conversion Price” shall mean $12.00. The holders shall be entitled to customary registration rights with respect to the PubCo Preferred Stock and any underlying shares of Common Stock issuable upon conversion thereof pursuant to a registration rights agreement.

2

Conversion in Connection with Qualified Financing:		If the Business Combination Agreement has been terminated without the Business Combination having closed, then upon the closing of a Qualified Financing (as defined below) prior to repayment or conversion of the Notes, at the option of each holder, the unpaid principal amount of such holder’s Note, together with any interest accrued but unpaid thereon, shall convert into fully paid and nonassessable shares of the capital stock of the Company issued and sold at the closing of such Qualified Financing (“Qualified Financing Stock”), at the applicable conversion price. As used herein, “QF Conversion Price” shall mean a price per share equal to the lowest price paid in cash by the purchasers of the Qualified Financing Stock sold in the Qualified Financing.  As used herein, a “Qualified Financing” shall mean a transaction or series of transactions with the principal purpose of raising capital pursuant to which the Issuer issues and sells shares of its capital stock for aggregate gross proceeds of (x) at least $25,000,000 (excluding all principal and accrued interest underlying the Notes), or (y) such lesser amount as is consented to by such holder. The holders shall be entitled to customary registration rights with respect to the Qualified Financing Stock and any underlying shares of Common Stock issuable upon conversion thereof.
Change of Control:		If the Business Combination Agreement has been terminated without the Business Combination having closed, at the option of each Holder, (i) immediately prior to the closing of a change of control, the unpaid principal amount of their respective Notes, together with any interest accrued but unpaid thereon, shall convert into fully paid and nonassessable shares of Common Stock of the Issuer at a price per share equal to the CoC Price (the “CoC Conversion”); provided, however, that as an alternative to the actual conversion into the Issuer’s Common Stock pursuant to such CoC Conversion, the Issuer may deem the unpaid principal amount of the applicable Note, together with any interest accrued but unpaid thereon, to have converted into the Company’s Common Stock at a price per share equal to the CoC Price, and each holder shall be entitled to receive the same consideration payable to the holders of the Issuer’s Common Stock, on a pro rata and pari passu basis, in connection with such change of control, as if such holder were an actual holder of such shares of Common Stock or (ii) upon the closing of a Change of Control, each holder shall be entitled to receive their Cash-Out Amount. As used herein, “Cash-Out Amount” means an amount equal to (i) two (2) times the then outstanding principal amount under the applicable Note, plus (ii) all then accrued but unpaid interest under the applicable Note. As used herein, “CoC Price” means an amount obtained by dividing (x) $620,000,000 by (y) as of immediately prior to the conversion of the applicable Note, the fully-diluted capital stock of the Issuer, but specifically excluding (a) the Notes and the securities directly or indirectly issuable upon conversion or exchange of the Notes, (b) other outstanding convertible promissory notes, SAFEs, or other convertible indebtedness, and the securities directly or indirectly issuable upon conversion or exchange thereof, and (c) shares of the Issuer’s Common Stock reserved and not issued or subject of outstanding awards under any equity incentive or similar plan of the Company. The holders shall be entitled to customary registration rights with respect to the any securities of an issuer that is subject to reporting pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are issued as consideration to the holders in the CoC Conversion.

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Events of Default:		“Event of Default” shall mean the occurrence of any one of the following events, which, in the case of clause (A) below, is not promptly cured by the Issuer following thirty (30) days written notice thereof, unless the holder has waived such Event of Default by delivery of written notice of such waiver to the Issuer: (A) a breach of any representation, warranty, covenant or agreement of the Issuer contained in the purchase agreement or the Notes; (B) failure to pay any amount of principal or interest due hereunder when due (including by conversion in connection with a Business Combination, Qualified Financing or Change of Control) and such failure continues for five (5) days after written notice thereof; (C) entry of a decree or order by a court having jurisdiction adjudging the Issuer bankrupt or insolvent, or approving a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Issuer, under federal bankruptcy law, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) days; (D) the commencement by the Issuer of a voluntary case under federal bankruptcy law, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency, or other similar law, or the consent by the Issuer to the institution of bankruptcy or insolvency proceedings against it, or the filing by the Issuer of a petition or answer or consent seeking reorganization or relief under federal bankruptcy law or any other applicable federal or state law, or the consent by the Issuer to the filing of such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or similar official of the Issuer or of any substantial part of the property of the Issuer, or the making by the Issuer of an assignment for the benefit of creditors, or the admission by the Issuer in writing of its inability to pay its debts generally as they become due, or the discontinuance of the business, dissolution, winding up, liquidation or cessation of the existence by or of the Issuer, or the taking of corporate action by the Issuer in furtherance of any such action; (E) the adoption by the Issuer’s board of directors or stockholders of any a resolution for the liquidation, dissolution or winding up of the Issuer; or (F) the Borrower fails to pay when due any of its indebtedness (other than indebtedness arising under the Notes), or any interest or premium thereon, when due and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such indebtedness.
Covenants:		The definitive agreements will include other standard negative and affirmative covenants for this type of financing.
Warrant Coverage:		Each investor will receive Warrants to purchase a number of shares of Common Stock equal to the total number of shares of Common Stock into which such investor’s Note is initially convertible upon closing of the Business Combination. The Warrants will have an initial exercise price of $12.00 per share of Common Stock, subject to adjustment for unit splits, unit combinations, unit distributions and similar recapitalization events, and full-ratchet anti-dilution adjustments (applicable only following termination of the Business Combination Agreement). The Warrants have a term of five (5) years, commencing upon the termination of the Business Combination Agreement (if the Business Combination Agreement is terminated) or, if the Business Combination is consummated upon such consummation. Upon consummation of the Business Combination, the Warrants will be exchanged for warrants in IPAC following the Business Combination.
Closing Conditions:		Standard conditions to closing for a financing of this type.
Amendments:		The Notes may be amended to modify the terms of the Notes only with the approval of the Issuer and the affirmative vote or written consent of the Requisite Holders. No consideration shall be offered or paid to any holder of Notes to amend or consent to a waiver or modification of any provision of the Notes unless the same consideration is also offered to all holders of Notes. Any amendment that would disproportionately, materially and adversely modify any rights of any individual Noteholder (as compared to other Noteholder), or impose additional financial obligations or liabilities on any individual Noteholder, shall require the prior written consent of such affected holder. The Warrants are subject to similar amendment provisions.

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Exhibit 99.4

TERM SHEET

SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK AND WARRANTS

This Term Sheet summarizes the principal terms of the Series A Preferred Stock financing of the combined company (the “Issuer”) 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. (the “Target”). No legally binding obligations will be created until formal definitive agreements are executed and delivered by all parties. This Term Sheet is not a commitment to invest. The Series A Preferred Stock will be issued pursuant to a certain certificate of designation of the Issuer governing the rights and preferences of the Series A Preferred Stock (the “Certificate of Designation”).

Security:		12.0% Series A Cumulative Convertible Preferred Stock (the “Series A Preferred”), with a stated value of $12.00 per share (the “Stated Value”)
Pre-money Valuation:		$800 million
Investment Size:		$100 million
Commitment Securities		On the date of Closing (as defined below), the Company shall (x) issue an aggregate of 750,000 shares of common stock to the investor and (y) cause the issuer’s sponsor to assign an aggregate of 501,649 shares of common stock issued or issuable to the sponsor in respect of the founder shares, 448,351 shares of common stock issued or issuable to the sponsor in respect of private placement units and 149,450 private placement warrants issued or issuable to the sponsor in respect of private placement units, to the investor (collectively, the “Commitment Securities”)
Closing:		Substantially concurrent with the closing of the Business Combination (the “Closing”)
Ranking:		The Series A Preferred will, with respect to rights to receive dividends or to participate in distributions of assets or payments upon liquidation, dissolution or winding up, rank senior to all of the common stock and any other class or series of capital stock currently existing or hereafter authorized, classified or reclassified by the Issuer.
Dividends:		Cumulative dividends shall accrue on the Accrued Value (as defined in the Certificate of Designation) of each share of Series A Preferred at a rate per annum of (i) 10.0% if paid in cash (a “Cash Dividend”) or (ii) 12.0% if paid in kind by increasing the Accrued Value (a “PIK Dividend”), at the election of the Issuer. Dividends shall be cumulative and shall accrue daily from and after the Closing and compound semi-annually on each June 1 and December 1 (each, a “Semi-Annual Dividend Date”), whether or not earned or declared, and whether or not there are earnings or profits, surplus or other funds or assets legally available for the payment of dividends. No dividends shall be declared, paid or set aside on any junior securities (other than dividends on common stock payable in common stock) unless the holders of Series A Preferred first or simultaneously receive a dividend at least equal to all accrued and unpaid dividends on the Series A Preferred. For any other dividends or distributions on common stock (other than upon liquidation, dissolution or winding up), the Series A Preferred shall participate with the common stock on an as-converted basis.
Liquidation Preference:		In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Issuer, or a Deemed Liquidation Event (as defined below), holders of Series A Preferred shall be entitled to receive, prior to any payment to holders of junior securities, an amount per share equal to 100% of the Accrued Value on each share of Series A Preferred. Thereafter, the Series A Preferred shall participate with the common stock pro rata on an as-converted basis in the distribution of remaining assets.

Voting:		The Series A Preferred shall vote together with the common stock as a single class on all matters submitted to stockholders for a vote, except (i) as required by law and (ii) as provided in “Protective Provisions” below. Each holder of Series A Preferred, together with its Attribution Parties (as defined in the Certificate of Designation), shall be entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Series A Preferred held by such holder, together with its Attribution Parties, are convertible as of the record date for determining stockholders entitled to vote on such matter, subject to the beneficial ownership limitation and subject to adjustment pursuant to the anti-dilution provisions of the Certificate of Designation.
Protective Provisions:		From and after the Closing, for so long as 20% or more of the shares of Series A Preferred issued as of the Closing remain outstanding, the Issuer shall not, without the affirmative vote or action by written consent of holders of a majority of the issued and outstanding shares of Series A Preferred, which majority must include Inflection Point Asset Management LLC or its affiliates (“Inflection Point”) if Inflection Point then holds any shares of Series A Preferred (the “Requisite Holders”), take any of the following actions:

		●	liquidate, dissolve or wind-up the affairs of the Issuer;
		●	amend, alter or repeal the Issuer’s certificate of incorporation or bylaws, the Certificate of Designation or any similar document of the Issuer in a manner that materially and adversely affects the powers, preferences or rights given to the Series A Preferred;
		●	create any equity security, authorize the creation of any equity security, classify any equity security, reclassify any equity security, or issue any other security convertible into or exercisable for any equity security, unless such security ranks junior to the Series A Preferred with respect to its rights, preferences and privileges or increase the number of authorized shares of Series A Preferred;
		●	purchase or redeem or pay any cash dividend on any capital stock of the Issuer ranking junior to the Series A Preferred prior to payment of such cash dividend on the preferred stock or purchase or redeem any capital stock of the Issuer ranking junior to the Series A Preferred, other than capital stock repurchased at cost from former employees and consultants in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of the Issuer;
		●	enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under the Issuer’s incentive plan, equity plan or equity-based compensation plan, or with respect to employment, consulting or award agreements with respect to executive officers of the Issuer, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of the Issuer; or
		●	incur or guarantee any indebtedness other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the Series A Preferred shall not be considered indebtedness for purposes of this calculation.

Optional Conversion: Each share of Series A Preferred shall be convertible at any time at the option of the holder into that number of shares of common stock determined by dividing the then-Accrued Value by the Conversion Price. The initial conversion price is $12.00 per share (“Conversion Price”), subject to adjustments for stock dividends, splits, combinations and similar events, the VWAP reset, and full-ratchet anti-dilution adjustments. Upon any issuance or sale (or deemed issuance or sale) of common stock at a price per share below the then-effective Conversion Price (a “Dilutive Issuance”), the Conversion Price shall be reduced to the price per share at which such common stock was issued or sold. Dilutive Issuance protections are subject to customary exceptions for exempt issuances, including issuances pursuant to equity incentive plans, upon exercise or conversion of securities outstanding at Closing, and in connection with mergers, acquisitions or strategic transactions (subject to certain conditions as set forth in the Certificate of Designation).   If on the twenty-first trading day following the date that is six months after the closing date, the VWAP (the “Measurement Price”) is less than the Conversion Price then in effect, then the Conversion Price then in effect shall be reduced to an amount equal to the greater of (i) the Measurement Price and (ii) $5.00 (as adjusted for any stock dividend, stock split, stock combination, reclassification or similar transaction occurring after the date of the purchase agreement) (the “Floor Price”).

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Put Rights:		Unless prohibited by applicable law governing distributions to stockholders, shares of Series A Preferred shall be redeemable at the option of any holder commencing at any time after the fifth (5th) anniversary of the Closing at a price per share equal to 100% of the Accrued Value (the “Redemption Price”). The Issuer shall provide a redemption notice to the redeeming holder not less than 15 days prior to the redemption date. In the event that any portion of the Redemption Price has not been paid within five (5) Business Days following the redemption date, interest on such unpaid portion shall accrue thereon until such amount is paid in full at a rate equal to the lesser of (i) 24.0% per annum and (ii) the maximum rate permitted under applicable law.
Call Rights:		Unless prohibited by applicable law governing distributions to stockholders, all or a portion of the Series A Preferred shall be redeemable at the option of the Issuer, subject to the conditions that the conversion shares are then (x) freely tradable (either pursuant to Rule 144 or an effective resale registration statement), (y) listed or quoted on a trading market, and (z) the holders are not in possession of material non-public information received from the Issuer, at the following redemption prices:

		(A)	prior to the first (1st) anniversary of the Closing, at a price equal to the greater of (i) 150% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of Series A Preferred been converted into common stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable, at the option of the Issuer, in cash or shares of common stock or a combination thereof, with the value of such shares of common stock being the closing price of such shares on the applicable date of redemption);
		(B)	on or after the first (1st) anniversary of the Closing but prior to the second (2nd) anniversary, at a price equal to the greater of (i) 140% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of Series A Preferred been converted into common stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable, at the option of the Issuer, in cash or shares of common stock or a combination thereof, with the value of such shares of common stock being the closing price of such shares on the applicable date of redemption);
		(C)	on or after the second (2nd) anniversary of the Closing but prior to the third (3rd) anniversary, at a price equal to the greater of (i) 130% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of Series A Preferred been converted into common stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable, at the option of the Issuer, in cash or shares of common stock or a combination thereof, with the value of such shares of common stock being the closing price of such shares on the applicable date of redemption);
		(D)	on or after the third (3rd) anniversary of the Closing but prior to the fourth (4th) anniversary, at a price equal to the greater of (i) 120% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of Series A Preferred been converted into common stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable, at the option of the Issuer, in cash or shares of common stock or a combination thereof, with the value of such shares of common stock being the closing price of such shares on the applicable date of redemption);

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		(E)	on or after the fourth (4th) anniversary of the Closing but prior to the fifth (5th) anniversary, at a price equal to the greater of (i) 110% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of Series A Preferred been converted into common stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable, at the option of the Issuer, in cash or shares of common stock or a combination thereof, with the value of such shares of common stock being the closing price of such shares on the applicable date of redemption); and
		(F)	on or after the fifth (5th) anniversary of the Closing, at a price equal to the greater of (i) 100% of the Accrued Value (which shall be payable in cash) and (ii) such amount per share as would have been payable had all shares of Series A Preferred been converted into common stock immediately prior to such redemption based on the then effective rate of conversion (which shall be payable, at the option of the Issuer, in cash or shares of common stock or a combination thereof, with the value of such shares of common stock being the closing price of such shares on the applicable date of redemption).

		The Issuer shall provide written notice to each holder not less than 15 days prior to the date of redemption. Each holder shall remain entitled to convert all or a portion of its Series A Preferred at any time during the 15-day notice period through the applicable date of redemption.
Redemption upon Deemed Liquidation Event:		(i) A merger or consolidation in which the Issuer or a subsidiary of the Issuer is a constituent party and the Issuer issues shares of its capital stock pursuant to such merger or consolidation, or (ii) (a) a sale, in a single transaction or series of related transactions, by the Issuer or any subsidiary of all or substantially all the assets of the Issuer and its subsidiaries taken as a whole, or (b) a sale or disposition (whether by merger, consolidation or otherwise, and whether in a single transaction or a series of related transactions) of one or more subsidiaries of the Issuer if substantially all of the assets of the Issuer and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale is to a wholly owned subsidiary of the Issuer, will be treated as a liquidation event (a “Deemed Liquidation Event”), thereby triggering payment of the liquidation preferences described above. If the Issuer does not effect a dissolution within 90 days after a Deemed Liquidation Event, the Requisite Holders may require the Issuer to redeem all outstanding shares of Series A Preferred for their liquidation preference amount from Available Proceeds (as defined in the Certificate of Designation).
		A Deemed Liquidation Event shall not include any merger or consolidation involving the Issuer or a subsidiary in which the shares of capital stock of the Issuer outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation.

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Registration:		The common stock underlying the Series A Preferred and the warrants (collectively, the “Underlying Shares”) would be “Registrable Securities” pursuant to the terms of a Registration Rights Agreement to be entered into at Closing among the Issuer, the investor and certain other parties, in form and substance as set forth in the Securities Purchase Agreement (“SPA”).
Covenants:		The definitive agreements will include other standard negative and affirmative covenants for this type of financing.
Warrant Coverage:		Investor shall receive common stock warrants (each a “Warrant”) with a 5-year life and an initial exercise price of $12.00 per share (the shares issuable upon exercise of such Warrants, the “Warrant Shares”), subject to adjustments for stock dividends, splits, combinations and similar events and price-based anti-dilution adjustments (on substantially the same terms as the Series A Preferred. Upon a Fundamental Transaction (as defined in the Warrants), each holder shall have the right to require the Issuer (or any successor entity) to purchase such holder’s Warrant at a price equal to the Black Scholes Value (as defined in the Warrants) of the remaining unexercised portion of the Warrant.
Closing Conditions:		Standard closing conditions for a financing of this type and the delivery of the Commitment Securities.
Amendments:		Subject to the Protective Provisions above, the Certificate of Designation may be amended by the affirmative vote or written consent of the Requisite Holders, voting separately as a single class, together with such other stockholder approval as may be required pursuant to the DGCL and the Issuer’s certificate of incorporation. The Warrants may be amended by the affirmative vote or written consent of the holders of a majority in interest (based on remaining aggregate Warrant Shares) of the Warrants then outstanding, which majority must include Inflection Point if Inflection Point then holds any Warrants. No provision of the Certificate of Designation or Warrants shall be amended to the extent any such amendment would disproportionately, materially and adversely modify any rights of any holder as compared to the rights of the other holders or impose any additional financial obligations or liabilities on a holder, unless such holder shall have previously consented in writing to such amendment or voted to approve such amendment at a meeting.

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FAQ

What did Columbus Circle Capital Corp II (CMII) announce with Elroy Air?

CMII agreed to merge with Elroy Air in a SPAC business combination, taking the autonomous heavy-cargo drone company public. The deal values Elroy Air at about $800 million pre-money and $1.0 billion enterprise value, subject to shareholder approvals and customary closing conditions.

How much is Elroy Air valued at in the CMII SPAC transaction?

The transaction values Elroy Air at approximately $800 million pre-money and about $1.0 billion post-transaction enterprise value. These figures frame the equity and enterprise valuation used for the PIPE and preferred financings tied to the planned public listing.

What PIPE and financing commitments support the CMII–Elroy Air merger?

The deal is supported by more than $165 million of committed PIPE capital, including $65 million funding at signing. There is also a pre-funded PIPE of up to $80 million in 12% convertible notes and a $100 million 12% Series A cumulative convertible preferred stock round.

What market opportunity and demand pipeline does Elroy Air report?

Elroy Air cites a demand pipeline exceeding 1,400 Chaparral aircraft and over $5 billion in potential revenue from leading logistics and aviation companies. The company also highlights 6+ years of active defense programs with branches of the U.S. military.

When is the CMII and Elroy Air business combination expected to close?

The business combination is expected to close in the fourth quarter of 2026, assuming IPAC (CMII) shareholders approve the deal and other customary closing conditions, including regulatory reviews and required consents, are satisfied or waived as outlined in the agreement.

What is the structure of the pre-funded PIPE notes described in the filing?

The pre-funded PIPE consists of up to $80 million of senior unsecured notes issued at a 15% original issue discount, bearing 12% simple interest. The notes are convertible and carry accompanying warrants, rank senior to other indebtedness, and include change-of-control and default protections.

What are the key terms of the Series A cumulative convertible preferred stock?

The Series A Preferred carries a 12% cumulative dividend on a $12 stated value, payable at 10% in cash or 12% in kind at the issuer’s election. It ranks senior to common stock, includes liquidation preferences, call and put rights, and is convertible into common shares.

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 PRESS RELEASE, DATED JUNE 26, 2026 47.8 KB
• EX-99.2 INVESTOR PRESENTATION, DATED JUNE 2026 88.1 KB
• EX-99.3 PRE-FUNDED INVESTMENT TERM SHEET, DATED JUNE 2026 24.4 KB
• EX-99.4 CLOSING INVESTMENT TERM SHEET, DATED JUNE 2026 32.8 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 4.1 KB
• EX-101 XBRL DEFINITION FILE 26.7 KB
• EX-101 XBRL LABEL FILE 37.1 KB
• EX-101 XBRL PRESENTATION FILE 25.4 KB