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):
September 21, 2026
INFLECTION POINT ACQUISITION CORP. VII
(Exact name of registrant as specified in its
charter)
| Cayman Islands |
|
001-43112 |
|
98-1890239 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
3
Columbus Circle, 24th Floor
New York, New York 10019
(Address of principal executive offices, including
zip code)
(646)
792-5600
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
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| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
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| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant |
|
IPXGU |
|
The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share |
|
IPXG |
|
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 |
|
IPXGW |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure
As previously disclosed, on June 26, 2026, Inflection
Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II), a Cayman Islands exempted company (“Inflection Point”
or the “Company”), 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 Inflection Point,
IPGX Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Inflection Point (“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 corporation
(the “Merger”). The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business
Combination.”
Pursuant to the terms of the Business Combination
Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Elroy Air, with Elroy Air continuing
as the surviving corporation after the Merger as a direct, wholly-owned subsidiary of Inflection Point. In connection with the closing
of the Business Combination (the “Closing”), Inflection Point will change its name to “Elroy Air, Inc.”
(such company after the Closing, “New Elroy Air”).
In connection with the Business Combination, Elroy
Air held an analyst day on September 21, 2026.
Furnished herewith as Exhibit 99.1 and incorporated
into this Item 7.01 by reference is an investor presentation that Inflection Point and Elroy Air have prepared for use in connection with
the Business Combination, including as part of Inflection Point’s and Elroy Air’s presentation to analysts on September 21, 2026.
The information set forth under this Item 7.01, including the exhibit
attached hereto, is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),
or the Exchange Act, except as expressly set forth by specific reference in such filing.
Additional Information
The Business Combination will be submitted to
shareholders of Inflection Point for their consideration. In connection with the Business Combination, Inflection Point has confidentially
submitted a draft registration statement on Form S-4 to the SEC and, following SEC review, intends to file the registration statement
(as amended and supplemented from time to time, the “Registration Statement”) with the SEC, which will include a proxy statement/prospectus
and certain other related documents, which will serve as both the proxy statement to be distributed to shareholders of Inflection Point
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 Inflection Point and equityholders of Elroy Air in connection with the completion of the Business Combination.
After the Registration Statement is declared effective, Inflection Point 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 Inflection Point 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 Inflection Point as of a record date to be established for voting on the Business Combination.
Shareholders of Inflection Point will also be able to obtain copies of the proxy statement/prospectus without charge, once available,
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, each of 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 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 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 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; 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Investor Presentation, dated September 21, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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INFLECTION POINT ACQUISITION CORP. VII |
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By: |
/s/ Kevin Shannon |
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Name: |
Kevin Shannon |
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Title: |
Chief Executive Officer |
