Inflection Point VII sets Nov. 25 Elroy Air merger vote
The shareholder vote is scheduled for November 25, 2026, with public-share redemption procedures due before 5:00 p.m. Eastern Time on November 23, 2026.
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Rhea-AI Filing Summary
Inflection Point Acquisition Corp. VII (IPXG) and Elroy Air announced that the SEC declared effective on November 5, 2026, the registration statement for their proposed business combination. IPXG shareholders are scheduled to vote on the transaction November 25; if approved, it is expected to close shortly afterward in December, subject to customary closing conditions and regulatory review. The combined company is expected to use the Elroy Air name and trade on Nasdaq as ELRY, subject to Nasdaq approval.
Elroy Air reported approximately $175 million in financing commitments, including $75 million of pre-PIPE financing funded to date and a $100 million PIPE expected to fund at closing. The company expects to deploy the funds to accelerate Chaparral production; the aircraft is designed to carry 500+ pounds of cargo with a maximum range of 450 miles. Elroy Air also reported an up to $46 million multi-year U.S. Army contract and that Bristow Group reserved 10 additional early delivery positions, bringing its total to 15.
Filing Explained
The Army award is up to $46 million, with future funding dependent on options and annual budget approvals.
The business combination still awaits the
The release's demand statements are qualified by its disclosure that the pipeline consists of non-binding letters of intent, memorandums of understanding and uncommitted early delivery reservations, which may not convert into binding purchase agreements or sales. For the Army contract, future funding depends on option exercise and annual budget approvals, and the government may terminate the contract for convenience.
Key Figures
Key Terms
pre-PIPE financing financial
PIPE financial
redemption procedures financial
vertical takeoff and landing (VTOL) technical
eVTOL Integration Pilot Program (eIPP) technical
FAQ
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How much financing has Elroy Air secured in connection with the business combination?
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Filed by Inflection Point Acquisition Corp. VII
Pursuant to Rule 425 under the Securities Act of 1933, as amended and deemed filed
pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended
Subject Company: Inflection Point Acquisition Corp. VII
Subject Company: Elroy Air, Inc.
Commission File No.: 001-43112
The following materials were made available in connection with the proposed business combination (the “Business Combination”) between Inflection Point Acquisition Corp. VII (“Inflection Point”) and Elroy Air, Inc. (“Elroy Air”).
Set forth below is a press release published by Elroy Air and Inflection Point on November 5, 2026:
Elroy Air and Inflection Point Acquisition Corp. VII Announce Effectiveness of Registration Statement Ahead of Planned Business Combination and Nasdaq Listing
Inflection Point Acquisition Corp. VII shareholders to vote on Business Combination at Extraordinary General Meeting on November 25, 2026
SAN FRANCISCO—November 5, 2026 —Elroy Air, a leading U.S.-based technology developer of autonomous heavy-cargo drones for defense, rapid response and commercial logistics, and Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II) (Nasdaq: IPXG), a special purpose acquisition company led by the management team of Inflection Point Asset Management (Inflection Point) and Cohen & Company, Inc. (NYSE American: COHN), today announced that the U.S. Securities and Exchange Commission (SEC) has declared effective the registration statement on Form S-4 relating to the companies’ definitive business combination agreement (BCA).
“Today’s milestone marks a significant step in Elroy Air’s journey to become a public company,” said Elroy Air CEO Dr. Andrew Clare. “We continue to see strong demand for our Chaparral aircraft, from both defense and commercial customers. With approximately $175 million in committed financing, including $75 million of pre-PIPE financing already funded, we believe we are well-positioned to scale our autonomous cargo drone platform in 2027.”
Inflection Point Acquisition Corp. VII has called an Extraordinary General Meeting (the “Extraordinary General Meeting”) of its shareholders to be held at 10:00 a.m., Eastern Time, on Wednesday, November 25, 2026, at the offices of White & Case LLP, 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at https://www.cstproxy.com/inflectionpointacquisitionvii/2026, for shareholders of record as of the close of business on October 30, 2026 (the “Record Date”) to vote on proposals to approve the transactions outlined within the BCA. Further information about the Extraordinary General Meeting and associated voting procedures is contained in a definitive proxy statement/prospectus filed by Inflection Point Acquisition Corp. VII with the SEC (the “Proxy Statement”), available at www.sec.gov. Inflection Point Acquisition Corp. VII shareholders are encouraged to review the disclosures and voting information in the Proxy Statement in advance of the extraordinary general meeting on November 25, 2026. Public shareholders wishing to redeem their public shares must complete the redemption procedures described in the Proxy Statement prior to 5:00 p.m., Eastern Time, on Monday, November 23, 2026.
Upon closing, the combined company will use the Elroy Air name, and its common stock is expected to trade on Nasdaq under the ticker symbol “ELRY,” subject to Nasdaq approval. If approved by Inflection Point Acquisition Corp. VII’s shareholders, the deal is expected to close shortly after the extraordinary general meeting in December 2026, subject to the satisfaction or waiver of customary closing conditions and regulatory review.
Elroy Air has secured total financing commitments of approximately $175 million in connection with the business combination, including $75 million of pre-PIPE financing, which has been funded to date, and a $100 million PIPE expected to fund at closing. Existing investors, including Lockheed Martin Ventures and Inflection Point, participated in the pre-PIPE financing. The company expects to deploy the funds to accelerate the production of Chaparral, an autonomous, advanced vertical takeoff and landing (VTOL) drone designed to carry 500+ pounds of cargo with a maximum range of 450 miles, to meet rising demand from the commercial and defense markets.
Elroy Air continues to build on its commercial and defense programs as it prepares to scale production of the Chaparral. In August, the Company was awarded an up to $46 million, multi-year contract with the U.S. Army to advance Chaparral’s operational technologies and payload versatility for contested, austere environments. Elroy Air also recently completed the first autonomous and uncrewed flights under the U.S. Department of Transportation’s and the Federal Aviation Administration’s eVTOL Integration Pilot Program (eIPP) in partnership with Bristow Group, after which Bristow Group reserved 10 additional early delivery positions for the aircraft, bringing its total to 15. Kratos Defense & Security Solutions, Chaparral’s exclusive U.S. manufacturer, will produce the heavy-cargo drone at its expanding facility in Sacramento, California, with first production aircraft planned for late 2026.
About Elroy Air
Elroy Air is a U.S.-based technology developer of autonomous heavy-cargo drones for commercial, rapid response and defense logistics. Elroy Air’s Chaparral is an uncrewed, autonomous VTOL aircraft that is designed to carry 500+ pounds of cargo and to operate with no runways, airstrips, or other fixed infrastructure. Its hybrid-electric powertrain delivers the reliability of electric propulsion with extended range of up to 450 miles, and requires no charging infrastructure, further reducing the logistics footprint needed to sustain operations. The company recently announced that it has entered into a definitive business combination agreement (hereinafter “Business Combination”) with Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II) (Nasdaq: IPXG), a special purpose acquisition company led by the management team of Inflection Point Asset Management (Inflection Point) and Cohen & Company, Inc. (NYSE American: COHN), whereby Elroy Air will become a publicly traded company. With facilities in Byron, California, Elroy Air is backed by venture capital firms including DiamondStream Partners, Catapult Ventures, Marlinspike Partners, Snowpoint Ventures, and Shield Capital as well as strategic investment from Lockheed Martin Ventures. For more information, visit elroyair.com.
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About Inflection Point Acquisition Corp. VII
Inflection Point Acquisition Corp. VII’s acquisition and value creation strategy is to identify, partner with and help grow North American and European businesses in disruptive growth sectors, which complements the expertise of its management team.
Additional Information
The Business Combination will be submitted to shareholders of Inflection Point for their consideration at the Extraordinary General Meeting. In connection with the Business Combination, Inflection Point has filed a registration statement on Form S-4 with the SEC (as amended and supplemented from time to time, the “Registration Statement”), which includes a proxy statement/prospectus and certain other related documents, which serves as both the proxy statement distributed to shareholders of Inflection Point in connection with its solicitation of proxies for the vote by its shareholders in connection with the Business Combination and other matters 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 Inflection Point and equityholders of Elroy Air in connection with the completion of the Business Combination. The Registration Statement was declared effective by the SEC on November 5, 2026. Inflection Point has filed a definitive proxy statement/prospectus with the SEC and will commence mailing the definitive proxy statement/prospectus and other relevant documents to its shareholders as of the close of business on October 30, 2026, 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 Inflection Point has sent or will send to its shareholders in connection with the Business Combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders are able to obtain copies of these documents and other documents filed with the SEC free of charge at www.sec.gov. Shareholders of Inflection Point may also obtain copies of the definitive proxy statement/prospectus without charge by directing a request to: Inflection Point Acquisition Corp. VII, 3 Columbus Circle, 24th Floor, New York, NY 10019.
Participants in the Solicitation
Inflection Point 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 Inflection Point’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 Inflection Point 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 Inflection Point’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026, as supplemented by Inflection Point’s Current Report on Form 8-K filed with the SEC on July 2, 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 is contained in the Registration Statement. 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 Inflection Point’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 is included in the Registration Statement.
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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 (“Securities Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination, the estimated or anticipated future results and benefits of the combined company (referred to herein as “New Elroy Air”) following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, Elroy Air’s demand backlog and potential revenue opportunities, future opportunities for New Elroy Air and other statements that are not historical facts.
These statements are based on the current expectations of Inflection Point’s and/or Elroy Air’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. There can be no assurance that New Elroy Air will use the proceeds of the Business Combination and the associated PIPE investment as currently planned, and management will have broad discretion over the use of such proceeds. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Inflection Point 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 Inflection Point’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 Inflection Point 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, memorandums of understanding and uncommitted early delivery reservations, and the risk that such letters of intent, memorandums of understanding and early delivery reservations may not convert to binding purchase agreements or result in sales, and there can be no assurance that any or all of them will result in future revenue, and accordingly investors should not place undue reliance on such demand pipeline figures as an indicator of future revenue or business performance; the risk that contract options under the U.S. Army contract may not be exercised or that future Congressional appropriations may not be available; the risk that the U.S. Army contract is subject to government termination for convenience and that future funding is contingent on option exercise and annual budget approvals; risks related to obtaining and maintaining necessary regulatory approvals and certifications for the Federal Aviation Administration, Department of Defense, and other governmental authorities for drone operations; risks related to Elroy Air’s ability to scale commercial production of the Chaparral, including reliance on a third-party manufacturing partner, the sufficiency of PIPE proceeds to fund production, and the risk that stated performance specifications may not be achieved without additional development or certification; the effects of competition on Elroy Air’s business; the ability of New Elroy Air to execute its growth strategy, manage growth profitably and retain its key employees; the ability of New Elroy Air to obtain or maintain the listing of its securities on a U.S. national securities exchange following the Business Combination; costs related to the Business Combination; and other risks that will be detailed from time to time in filings with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Elroy Air and Inflection Point presently do not know or that Elroy Air and Inflection Point 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 Inflection Point’s expectations, plans or forecasts of future events and views as of the date of this communication. Elroy Air and Inflection Point anticipate that subsequent events and developments will cause their assessments to change. However, while Elroy Air and/or Inflection Point may elect to update these forward-looking statements in the future, Elroy Air and Inflection Point specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Elroy Air’s or Inflection Point’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.
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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.
Elroy Air Media Contacts
Chelsea Dietz
press@elroyair.com
Dan Moore / Ed Hammond / Kiki Torpey
Collected Strategies
elroy-cs@collectedstrategies.com
Inflection Point Acquisition Corp. VII Media Contact
Kevin Shannon
info@inflectionpointacquisition.com
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Set forth below is a social media post published by Elroy Air on LinkedIn on November 5, 2026:
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Set forth below is a social media post published by Elroy Air on X on November 5, 2026:
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Set forth below is a social media post published by Andrew Clare, Chief Executive Officer of Elroy Air, on LinkedIn November 5, 2026:
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Set forth below is a social media post published by Andrew Clare, Chief Executive Officer of Elroy Air, on X on November 5, 2026:
Elroy Air Media Contacts
Chelsea Dietz
press@elroyair.com
Dan Moore / Ed Hammond / Kiki Torpey
Collected Strategies
elroy-cs@collectedstrategies.com
Inflection Point Acquisition Corp. VII Media Contact
Kevin Shannon
info@inflectionpointacquisition.com
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Additional Information
The Business Combination will be submitted to shareholders of Inflection Point for their consideration at the Extraordinary General Meeting. In connection with the Business Combination, Inflection Point has filed a registration statement on Form S-4 with the SEC (as amended and supplemented from time to time, the “Registration Statement”), which includes a proxy statement/prospectus and certain other related documents, which serves as both the proxy statement to be distributed to shareholders of Inflection Point in connection with its solicitation of proxies for the vote by its shareholders in connection with the Business Combination and other matters 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 Inflection Point and equityholders of Elroy Air in connection with the completion of the Business Combination. The Registration Statement was declared effective by the SEC on November 5, 2026. Inflection Point has filed a definitive proxy statement/prospectus with the SEC and will commence mailing the definitive proxy statement/prospectus and other relevant documents to its shareholders as of the close of business on October 30, 2026, 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 Inflection Point has sent or will send to its shareholders in connection with the Business Combination.
INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE REGISTRATION STATEMENT, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders are able to obtain copies of these documents and other documents filed with the SEC free of charge at www.sec.gov. Shareholders of Inflection Point may also obtain copies of the definitive proxy statement/prospectus without charge by directing a request to: Inflection Point Acquisition Corp. VII, 3 Columbus Circle, 24th Floor, New York, NY 10019.
Participants in the Solicitation
Inflection Point 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 Inflection Point’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 Inflection Point 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 Inflection Point’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026, as supplemented by Inflection Point’s Current Report on Form 8-K filed with the SEC on July 2, 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 is contained in the Registration Statement. 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 Inflection Point’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 is included in the Registration Statement.
Forward-Looking Statements
Certain statements made in this communication (including the press release and social media posts reproduced herein) are not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (“Securities Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination, the estimated or anticipated future results and benefits of the combined company (referred to herein as “New Elroy Air”) following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, Elroy Air’s demand backlog and potential revenue opportunities, future opportunities for New Elroy Air and other statements that are not historical facts.
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These statements are based on the current expectations of Inflection Point’s and/or Elroy Air’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. There can be no assurance that New Elroy Air will use the proceeds of the Business Combination and the associated PIPE investment as currently planned, and management will have broad discretion over the use of such proceeds. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Inflection Point 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 Inflection Point’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 Inflection Point 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, memorandums of understanding and uncommitted early delivery reservations, and the risk that such letters of intent, memorandums of understanding and early delivery reservations may not convert to binding purchase agreements or result in sales, and there can be no assurance that any or all of them will result in future revenue, and accordingly investors should not place undue reliance on such demand pipeline figures as an indicator of future revenue or business performance; the risk that contract options under the U.S. Army contract may not be exercised or that future Congressional appropriations may not be available; the risk that the U.S. Army contract is subject to government termination for convenience and that future funding is contingent on option exercise and annual budget approvals; risks related to obtaining and maintaining necessary regulatory approvals and certifications for the Federal Aviation Administration, Department of Defense, and other governmental authorities for drone operations; risks related to Elroy Air’s ability to scale commercial production of the Chaparral, including reliance on a third-party manufacturing partner, the sufficiency of PIPE proceeds to fund production, and the risk that stated performance specifications may not be achieved without additional development or certification; the effects of competition on Elroy Air’s business; the ability of New Elroy Air to execute its growth strategy, manage growth profitably and retain its key employees; the ability of New Elroy Air to obtain or maintain the listing of its securities on a U.S. national securities exchange following the Business Combination; costs related to the Business Combination; and other risks that will be detailed from time to time in filings with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Elroy Air and Inflection Point presently do not know or that Elroy Air and Inflection Point 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 Inflection Point’s expectations, plans or forecasts of future events and views as of the date of this communication. Elroy Air and Inflection Point anticipate that subsequent events and developments will cause their assessments to change. However, while Elroy Air and/or Inflection Point may elect to update these forward-looking statements in the future, Elroy Air and Inflection Point specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Elroy Air’s or Inflection Point’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved.
No Offer or Solicitation
This communication is for informational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this communication.
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