Inflection Point VII: $800M proposed Elroy Air merger

Completion depends on shareholder approvals and other closing conditions, while Nasdaq listing approval is a condition the parties may waive.

Rhea-AI Filing Summary

Inflection Point Acquisition Corp. VII (IPXG) registers for issuance up to 172,655,380 shares of New Elroy Air common stock, 7,774,166 Series A preferred shares, Series A warrants exercisable for up to 7,352,940 common shares, and 7,888,334 New Elroy Air warrants in its proposed combination with Elroy Air.

Subject to shareholder approval and other closing conditions, Inflection Point will domesticate in Delaware and take the name Elroy Air, Inc.; Merger Sub will merge into Elroy Air, which will survive as a wholly owned subsidiary. The agreement sets an $800 million Purchase Price, translated into base share consideration using the redemption price. At closing, a PIPE investor has agreed to purchase 9,803,922 Series A preferred shares and warrants for $100 million; the preferred stock has a 12.0% cumulative dividend.

Eligible holders may receive up to 11,000,000 earnout shares: 3,000,000 at each of the $15 and $20 stock-price milestones, subject to the trading-day tests, and 5,000,000 if organic revenue reaches $50 million in a trailing two-quarter period ending by June 30, 2028. Public shareholders face a 15% redemption limit when acting with affiliates or as a group. Nasdaq listing is a closing condition that may be waived.

Filing Explained

Elroy Air had already sold convertible notes with face values of about $78.3 million and $9.9 million, for purchase prices of about $66.6 million and $8.4 million, respectively. If the combination closes, the notes are to convert into 12.0% cumulative convertible preferred stock using principal plus accrued interest, and the associated warrants into warrants for New Elroy Air common shares, creating additional potential share claims.

Key Figures

Registered New Elroy Air common stock: Up to 172,655,380 shares Registered Series A preferred stock: Up to 7,774,166 shares Common shares underlying registered Series A warrants: Up to 7,352,940 shares +5 more

8 metrics

Registered New Elroy Air common stock Up to 172,655,380 shares Securities covered for issuance in connection with the business combination

Registered Series A preferred stock Up to 7,774,166 shares Securities covered for issuance as merger consideration

Common shares underlying registered Series A warrants Up to 7,352,940 shares Shares purchasable under New Elroy Air Series A warrants

Registered New Elroy Air warrants 7,888,334 warrants Warrants issuable upon conversion of Inflection Point warrants

Purchase Price $800,000,000 Used to calculate base share consideration under the merger agreement

Closing PIPE Investment $100 million Aggregate purchase price for preferred shares and a New Elroy Air Series A warrant at closing

Closing PIPE preferred shares 9,803,922 shares Series A preferred shares to be purchased at closing

Earnout Shares Up to 11,000,000 shares Potential additional shares subject to the specified stock-price or organic-revenue milestones

Key Terms

Domestication, Aggregate Base Consideration, Pre-Funded Convertible Notes, Earnout Shares, +1 more

5 terms

Domestication regulatory

"continuing and domesticating as a corporation incorporated under the laws of Delaware"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

Aggregate Base Consideration financial

"the number of shares equal to the quotient of $800,000,000 divided by the Redemption Price"

Pre-Funded Convertible Notes financial

"convertible promissory notes with an aggregate face value of approximately $78.3 million"

Earnout Shares financial

"up to 11,000,000 additional shares of New Elroy Air Common Stock"

Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.

Redemption Price financial

"the aggregate amount then deposited in the trust account"

The redemption price is the amount of money a person receives when they sell or redeem a bond or investment before it matures. It’s important because it determines how much you get back and can affect your overall profit or loss on the investment. Think of it like the price you get when returning a gift card early—it's the value you receive at that time.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares and warrants does IPXG register for the merger?

The registered securities include up to 172,655,380 common shares, up to 7,774,166 Series A preferred shares, Series A warrants exercisable for up to 7,352,940 common shares, and 7,888,334 New Elroy Air warrants.

How is IPXG's $800 million merger consideration calculated?

The agreement defines base consideration as a number of New Elroy Air common shares equal to $800,000,000 divided by the Redemption Price. Preferred holders' consideration follows a separate greater-of calculation based on liquidation preference or the shares they would receive upon conversion.

What are the IPXG merger earnout milestones?

Eligible holders may receive up to 11,000,000 shares in three tranches: 3,000,000 shares at each of the $15 and $20 stock-price thresholds, each requiring the threshold for 20 trading days in a 30-trading-day period from the first through fourth closing anniversaries, and 5,000,000 shares if organic revenue reaches $50,000,000 in a trailing two-quarter period ending no later than June 30, 2028.

What does the $100 million IPXG PIPE investor receive?

At closing, the investor agreed to purchase 9,803,922 Series A preferred shares and a New Elroy Air Series A warrant for an aggregate purchase price of $100 million. Each preferred share has a stated value of $12.00; New Elroy Air will also issue the investor 750,000 common shares.

How many IPXG public shares can a shareholder redeem?

A public shareholder acting with affiliates or as a group is restricted from redeeming more than 15% of the Public Shares; shares above that limit would not be redeemed for cash. The per-share redemption price is based on the trust account balance, including interest net of taxes, divided by the then-issued Public Shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/08/2026 - 08:00 AM Accepted by SEC EDGAR 10/08/2026 - 07:59 AM Learn about SEC filing dates

As filed with the Securities and Exchange Commission on October 8, 2026.

File No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

__________________________________________

Inflection Point Acquisition Corp. VII*
(Exact name of registrant as specified in its charter)

__________________________________________

For Co-Registrants, see “Table of Co-Registrants” on the following page.

Cayman Islands*		6770		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

3 Columbus Circle, 24th Floor
New York, NY 10019
(646) 792-5600
(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

__________________________________________

Kevin Shannon
Chief Executive Officer
3 Columbus Circle, 24th Floor
New York, NY 10019
(646) 792-5600
(Name, address, including zip code and telephone number, including area code, of agent for service)

__________________________________________

Copies to:

Joel L. Rubinstein Jason Rocha
White & Case LLP
1221 Avenue of the Americas
New York, NY 10020
Tel: (212) 819-8200 Joshua Seidenfeld Elena Nrtina DLA Piper LLP (US) 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 335-4500

__________________________________________

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				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 7(a)(2)(B) of the Securities Act. If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: ☐

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

____________

*          Prior to the consummation of the Business Combination described herein, the Registrant intends to effect a deregistration under Section 206 of the Companies Act (Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Inflection Point Acquisition Corp. VII (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication, which will be renamed “Elroy Air, Inc.”.

The Registrant and Co-Registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF CO-REGISTRANTS

Exact Name of Co-Registrant as Specified in its Charter(1)(2)		State or Other Jurisdiction of Incorporation or Organization		Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
Elroy Air, Inc.		Delaware		3721		81-4406131

____________

(1)      The Co-Registrant has the following principal executive office:

Elroy Air, Inc.
440 Eagle Court,
Byron, CA 94514

(2)      The agent for service for the Co-Registrant is:

Cogency Global Inc.
850 New Burton Road Suite 201
Dover, Kent County, DE 19804

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED OCTOBER 8, 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF
INFLECTION POINT ACQUISITION CORP. VII
(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR UP TO 172,655,380 SHARES OF COMMON STOCK,
UP TO 7,774,166 SHARES OF SERIES A PREFERRED STOCK,

SERIES A PREFERRED INVESTOR WARRANTS TO PURCHASE
UP TO 7,352,940 SHARES OF COMMON STOCK,

7,888,334 WARRANTS
OF
INFLECTION POINT ACQUISITION CORP. VII
(TO BE RENAMED “ELROY AIR, INC.” IN CONNECTION WITH THE DOMESTICATION IN THE STATE OF DELAWARE AND THE BUSINESS COMBINATION DESCRIBED HEREIN)

On June 26, 2026, the board of directors (the “Inflection Point Board”) of Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II), a Cayman Islands exempted company (“Inflection Point”), unanimously approved the Business Combination Agreement, dated as of June 26, 2026, by and among Inflection Point, IPGX Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Inflection Point (“Merger Sub”), and Elroy Air, Inc., a Delaware corporation (referred to herein prior to the Business Combination, as “Elroy Air” and subsequent to the Business Combination, as “Elroy Air Operating Company, Inc.”) (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which, among other things and subject to the terms and conditions therein: (1) Inflection Point will change its jurisdiction of incorporation by deregistering from the Register of Companies in the Cayman Islands as a Cayman Islands exempted company by way of continuation out of the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”, and Inflection Point after the Domestication, “Post-Domestication Inflection Point”), (2) following the Domestication, Merger Sub will merge with and into Elroy Air, with Elroy Air surviving the merger as a wholly-owned subsidiary of Inflection Point, resulting in a combined company whereby Elroy Air Operating Company, Inc. will become a wholly-owned subsidiary of Inflection Point, and substantially all of the assets and the business of the combined company will be held and operated by Elroy Air Operating Company, Inc. and its subsidiaries (the “Merger”) and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto will be consummated (such transactions, together with the Merger and the Domestication, the “Business Combination” and the closing of the Business Combination, the “Closing”). In connection with the Business Combination, Inflection Point will change its name to “Elroy Air, Inc.” (such company after the closing of the Business Combination, “New Elroy Air”). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, including approval of Inflection Point’s shareholders, (a) immediately prior to the Domestication, pursuant to that certain Sponsor Support Agreement, dated as of June 26, 2026 (the “Sponsor Support Agreement”), by and among Inflection Point, Elroy Air and Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), the Sponsor, as the sole holder of the Class B ordinary shares of Inflection Point, par value $0.0001 per share (each, a “Founder Share” or “Inflection Point Class B Share”, will elect to convert each Founder Share, on a one-for-one basis, into a Class A ordinary share of Inflection Point, par value $0.0001 per share (each, an “Inflection Point Class A Share” and together with the Founder Shares, the “Inflection Point Ordinary Shares”) (the “Sponsor Share Conversion”); (b) in connection with the Domestication, (i) each of the then-issued and outstanding Inflection Point Class A Shares will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of Post-Domestication Inflection Point (the “New Elroy Air Common Stock”); (ii) each of the then-issued and outstanding warrants to purchase one Inflection Point Class A Share (each, an “Inflection Point Warrant”) will convert automatically, on a one-for-one basis, into one warrant to purchase one share of New Elroy Air Common Stock (each, a “New Elroy Air Warrant”); and (iii) each of the then-issued and outstanding units of Inflection Point (each, an “Inflection Point Unit”) containing one Inflection Point Class A Share and one-third of one Inflection Point Warrant will be cancelled and converted into one share of New Elroy Air Common Stock and one-third of one New Elroy Air Warrant, with any fractional New Elroy Air Warrants to be issued in connection with such separation rounded down to the nearest whole warrant.

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Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, immediately prior to the effective time of the Merger (the “Effective Time”):

(1)    each convertible security of Elroy Air (other than the Pre-Funded Convertible Notes (as defined below) and excluding warrants and options to purchase stock of Elroy Air), if any, that is outstanding immediately prior to the Effective Time, including all principal and interest thereunder, to the extent applicable, will automatically convert in full into shares of preferred stock of Elroy Air (“Elroy Air Preferred Stock”) or common stock of Elroy Air (“Elroy Air Common Stock”), in accordance with the terms thereof;

(2)    each warrant of Elroy Air exercisable for Elroy Air Preferred Stock, if any, that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full; and

(3)    each warrant of Elroy Air (other than the Pre-Funded Warrants (as defined below)) exercisable for Elroy Air Common Stock that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full.

In connection with the transactions contemplated by the Business Combination Agreement, on June 26, 2026, Elroy Air entered into securities purchase agreements (the “Signing Pre-Funded SPAs”), with certain accredited investors named therein (collectively, the “Signing Pre-Funded PIPE Investors”), including Inflection Point Fund I, LP, a Delaware limited partnership (“Inflection Point Fund”). Pursuant to the Signing Pre-Funded SPAs, the Signing Pre-Funded PIPE Investors agreed, among other things, to purchase, and Elroy Air issued and sold in an initial closing, convertible promissory notes (the “Pre-Funded Convertible Notes”) with an aggregate face value of approximately $78.3 million and warrants to purchase 6,526,961 shares of Elroy Air Common Stock at a purchase price of $12.00 per share (the “Pre-Funded Warrants”), substantially concurrently with the execution and delivery of the Business Combination Agreement for an aggregate purchase price of approximately $66.6 million (the “Signing Pre-Funded Note Investment”).

Between July 31, 2026 and September 15, 2026, Elroy Air entered into additional securities purchase agreements (the “Post-Signing Pre-Funded SPAs,” and together with the Signing Pre-Funded SPAs, the “Pre-Funded SPAs”), with certain accredited investors named therein (the “Post-Signing Pre-Funded PIPE Investors”), including Inflection Point Fund. Pursuant to the Post-Signing Pre-Funded SPAs, the Post-Signing Pre-Funded PIPE Investors agreed, among other things, to purchase, and Elroy Air issued and sold, Pre-Funded Convertible Notes with an aggregate face value of approximately $9.9 million and Pre-Funded Warrants to purchase 825,979 shares of Elroy Air Common Stock, for an aggregate purchase price of approximately $8.4 million (the “Post-Signing Pre-Funded Note Investment” and together with the Signing Pre-Funded Note Investment, the “Pre-Funded Note Investment”).

Pursuant to the Business Combination Agreement, the aggregate consideration (the “Aggregate Base Consideration”) to be paid to the holders of securities of Elroy Air (other than the holders of the Pre-Funded Convertible Notes, the Pre-Funded Warrants and unvested Elroy Air Options (as defined below) in respect of those securities) (the “Elroy Air Equity Holders”) in, or in connection with, the Merger shall be the number of shares of New Elroy Air Common Stock equal to the quotient of: (a) $800,000,000 (the “Purchase Price”), divided by (b) the price (the “Redemption Price”) at which each Inflection Point Class A Share included in the Inflection Point Units initially issued in Inflection Point’s initial public offering (the “IPO”, and the shares included in the Inflection Point Units issued thereby, the “Public Shares”) may be redeemed in connection with the extraordinary general meeting (as defined below).

The portion of the Aggregate Base Consideration (the “Aggregate Preferred Holder Base Consideration”) to be paid to the holders of Elroy Air Preferred Stock (the “Elroy Air Preferred Equity Holders”) in, or in connection with, the Merger will be the aggregate number of shares of New Elroy Air Common Stock equal to the greater of (a) (i) the applicable liquidation preference of the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (b) (i) the number of shares of Elroy Air Common Stock into which the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by (ii) the Common Stock Exchange Ratio (as defined below).

The portion of the Aggregate Base Consideration (the “Aggregate Common Holder Base Consideration”) to be paid to the Elroy Air Equity Holders, other than the Elroy Air Preferred Equity Holders (the “Elroy Air Common Equity Holders”), in, or in connection with, the Merger will be a number of shares of New Elroy Air Common Stock equal to the difference of (i) the Aggregate Base Consideration, less (ii) the Aggregate Preferred Holder Base Consideration.

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The base consideration to be paid in, or in connection with, the Merger to each holder of a Pre-Funded Convertible Note (the “Convertible Note Consideration”) shall be a number of shares of New Elroy Air’s 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (“Series A Preferred Stock”), equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and accrued and unpaid interest on each Pre-Funded Convertible Note as of one day prior to the Closing, divided by (ii) $12.00.

The consideration to be paid in, or in connection with, the Merger to each holder of a Pre-Funded Warrant (the “Pre-Funded Warrant Consideration”) shall be one or more warrants to purchase a number of shares of New Elroy Air Common Stock (“New Elroy Air Series A Warrants”) equal to the quotient of (i) the aggregate exercise price of such Pre-Funded Warrant immediately prior to the Effective Time, divided by (ii) $12.00.

Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the Effective Time:

(1)    each security of Elroy Air that is owned by Inflection Point, Merger Sub, or Elroy Air immediately prior to the Effective Time (each, an “Excluded Security”) will be canceled and will cease to exist and no consideration will be delivered in exchange therefor;

(2)    each share of Elroy Air Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Securities) will be canceled and converted into the right to receive (I) a number of shares of New Elroy Air Common Stock equal to the greater of (A) (i) the applicable liquidation preference of the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (B) the product of the number of shares of Elroy Air Common Stock into which the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by the Common Stock Exchange Ratio and (II) the Per Share Earn-out Consideration (as defined below) upon the occurrence of the Triggering Events (as defined below);

(3)    each share of Elroy Air Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Securities) will be canceled and converted into the right to receive (I) a number of shares of New Elroy Air Common Stock equal to the Aggregate Base Consideration divided by the adjusted fully diluted capital of Elroy Air, which is the sum (without duplication) of the aggregate number of shares of Elroy Air Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (including those issued or issuable upon conversion of all issued and outstanding convertible securities (other than Elroy Air Options, the Pre-Funded Convertible Notes or the Elroy Air Pre-Funded Convertible Note Investor Warrants)) and (ii) issuable upon full exercise of all issued and outstanding vested options of Elroy Air (calculated using the treasury method of accounting on a cashless exercise basis) (such conversion ratio, the “Common Stock Exchange Ratio”) and (II) the Per Share Earn-out Consideration upon the occurrence of the Triggering Events;

(4)    each option to purchase equity securities of Elroy Air (each, an “Elroy Air Option”) will automatically cease to represent an option to purchase Elroy Air Common Stock and be assumed and converted on the same terms and conditions as were applicable as of the Effective Time, into an option (each, a “New Elroy Air Option”) to acquire that number of shares of New Elroy Air Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Elroy Air Common Stock subject to such Elroy Air Option and (B) the Common Stock Exchange Ratio, at an exercise price per share of Elroy Air Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Elroy Air Common Stock of such Elroy Air Option by (y) the Common Stock Exchange Ratio;

(5)    each Pre-Funded Convertible Note that is outstanding immediately prior to the Effective Time will automatically be canceled and converted into the right to receive (I) the Convertible Note Consideration and (II) a number of Earnout Shares (as defined below) equal to the product of the Per Share Earn-out Consideration multiplied by the number of shares of New Elroy Air Common Stock issuable upon conversion of the Convertible Note Consideration on the Closing Date upon the occurrence of the Triggering Events; and

(6)    each Pre-Funded Warrant that is outstanding and unexercised immediately prior to the Effective Time will automatically be canceled and converted into the right to receive the Pre-Funded Warrant Consideration.

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In addition to the Aggregate Base Consideration, following the Business Combination, New Elroy Air will issue to the Elroy Air Equity Holders, the Signing Pre-Funded PIPE Investors and the Post-Signing Pre-Funded PIPE Investors (the “Eligible Stockholders”) up to 11,000,000 additional shares of New Elroy Air Common Stock (the “Earnout Shares”) in three tranches, upon the occurrence of the following events (the “Triggering Events”):

•        3,000,000 shares of New Elroy Air Common Stock if the price of one share of New Elroy Air Common Stock is greater than or equal to $15.00 per share for 20 trading days during any 30-trading day period commencing on the one-year anniversary of the Closing and ending on the four-year anniversary of the Closing;

•        3,000,000 shares of New Elroy Air Common Stock if the price of one share of New Elroy Air Common Stock is greater than or equal to $20.00 per share for 20 trading days during any 30-trading day period commencing on the one-year anniversary of the Closing and ending on the four-year anniversary of the Closing;

•        5,000,000 shares of New Elroy Air Common Stock if the Organic Revenue (as defined in the Business Combination Agreement) for New Elroy Air during any trailing two (2) quarter period ending not later than June 30, 2028 equals or exceeds $50,000,000.

If and when vested, each Eligible Stockholder will be entitled to receive, for each share of New Elroy Air Common Stock held by such Eligible Stockholder or issuable to such Eligible Stockholder upon conversion of shares of Series A Preferred Stock on the Closing Date, a number of Earnout Shares equal to the quotient of (i) the Earnout Shares divided by (ii) the fully diluted capital of Elroy Air, which is the sum (without duplication) of the aggregate number of shares of Elroy Air Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (including those issued or issuable upon conversion of all issued and outstanding convertible securities, other than the Pre-Funded Convertible Notes (ii) issuable upon full exercise of all issued and outstanding vested options of Elroy Air (calculated using the treasury method of accounting on a cashless exercise basis) and (iii) all shares of New Elroy Air Common Stock issuable upon conversion of the Series A Preferred Stock issued as Convertible Note Consideration in the Merger (the “Per Share Earn-out Consideration”).

This proxy statement/prospectus covers (A) 172,655,380 shares of New Elroy Air Common Stock that are to be issued or may be issuable (including (i) up to 31,331,667 shares of New Elroy Air Common Stock upon the conversion of Inflection Point Ordinary Shares into New Elroy Air Common Stock, (ii) up to 97,130,328 shares of New Elroy Air Common Stock as consideration in the Merger, (iii) up to 18,657,991 shares of New Elroy Air Common Stock issuable upon the conversion of shares of Series A Preferred Stock issued as consideration in the Merger to the holders of Pre-Funded Convertible Notes (assuming, solely for this purpose, a $5.00 conversion price and taking into account accrued interest through December 31, 2026), which amount represents a good-faith estimate of the maximum amount of shares of New Elroy Air Common Stock that may become issuable upon conversion of such shares of Series A Preferred Stock) (iv) up to 17,647,060 shares of New Elroy Air Common Stock issuable upon the exercise of New Elroy Air Series A Warrants issued as consideration in the Merger to the holders of Pre-Funded Warrants (assuming, solely for this purpose, a $5.00 exercise price), which amount represents a good-faith estimate of the maximum amount of shares of New Elroy Air Common Stock that may become issuable upon exercise of such New Elroy Air Series A Warrants) and (v) 7,888,334 shares of New Elroy Air Common Stock issuable upon exercise of the New Elroy Air Warrants, (B) up to 7,774,166 shares of Series A Preferred Stock to be issued as consideration in the Merger to the holders of Pre-Funded Convertible Notes (taking into account accrued interest through December 31, 2026), which amount represents a good-faith estimate of the maximum amount of shares of Series A Preferred Stock that may be issued as consideration in the Merger to the holders of Pre-Funded Convertible Notes, (C) New Elroy Air Series A Warrants initially exercisable for up to 7,352,940 shares of New Elroy Air Common Stock to be issued as consideration in the Merger to the holders of Pre-Funded Warrants, and (D) 7,888,334 New Elroy Air Warrants issuable upon conversion of the Inflection Point Warrants.

The obligations of Inflection Point and Elroy Air to consummate the Business Combination are subject to the satisfaction or waiver of customary closing conditions, including without limitation: (i) the adoption and/or approval, as applicable, by Inflection Point’s shareholders (the “Inflection Point Shareholder Approval”) of (A) the Business Combination Agreement and Business Combination in accordance with applicable law and exchange rules and regulations, (B) the Domestication, (C) the proposed charter and the bylaws of New Elroy Air upon Domestication, including any separate or unbundled advisory proposals as are required to implement the foregoing, (D) the issuance of shares of New Elroy Air Common Stock, Series A Preferred Stock and New Elroy Air Series A Warrants, as required by Nasdaq Listing Rule 5635, (E) the equity incentive plan of New Elroy Air as described in the Business Combination

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Agreement, (F) the appointment of director nominees in accordance with the terms in the Business Combination Agreement, (G) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to this proxy statement/prospectus, and (H) any other proposals as reasonably agreed to by the parties to the Business Combination Agreement to be necessary or appropriate in connection with the Business Combination (such proposals in (A) through (H), together, the “Transaction Proposals”), (ii) the approval of the Business Combination Agreement and the Business Combination (including the Merger) by the affirmative vote or written consent of the stockholders of Elroy Air, pursuant to the terms and in accordance with satisfaction of the conditions of the organizational documents of Elroy Air and applicable law, (iii) no adverse law or order, (iv) the Registration Statement of which this proxy statement/prospectus forms a part becoming effective, (v) approval of the listing of the New Elroy Air Common Stock on Nasdaq (as defined below), subject to satisfaction of the round lot holders requirement for initial listing, (vi) the accuracy of the representations and warranties and the performance of the covenants and agreements of each of the parties to the Business Combination Agreement, in each case subject to certain qualifiers, (vii) the expiration of all waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act (the “HSR Act”) with respect to the Business Combination, (viii) the completion of the Domestication, and (ix) duly executed pay-off letters certifying certain indebtedness of Elroy Air and its subsidiaries, as specified in the Business Combination Agreement, shall have been paid off, to the extent it is paid off pursuant to the Business Combination Agreement.

The Inflection Point Units, Public Shares and Inflection Point Warrants (collectively, the “Public Securities”) are currently listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbols “IPXG,” “IPXGU” and “IPXGW,” respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the New Elroy Air Common Stock issued as merger consideration must be conditionally approved for listing on Nasdaq subject to any requirement to have a sufficient number of round lot holders of the New Elroy Air Common Stock, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the New Elroy Air Common Stock is intended to be listed, subject to Nasdaq approval, under the proposed symbol “ELRY”. It is important for you to know that, at the time of Inflection Point’s extraordinary general meeting, the parties may not have received from Nasdaq either confirmation of the listing of the New Elroy Air Common Stock or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the New Elroy Air Common Stock would not be listed on any nationally recognized securities exchange.

In connection with Inflection Point’s initial public offering consummated on February 12, 2026 (the “IPO”), the Sponsor, and Inflection Point’s directors and executive officers entered into letter agreements to vote their Inflection Point Ordinary Shares in favor of the Business Combination Proposal (as defined herein). Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement, pursuant to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owned approximately 25.3% of the total outstanding Inflection Point Ordinary Shares.

There are no agreements, arrangements, or understandings between the Sponsor and Inflection Point, its officers, directors, or affiliates with respect to determining whether to proceed with the Business Combination or any other initial business combination.

Material Financing Transactions

Simultaneously with the consummation of the IPO, the Sponsor, Cohen & Company Capital Markets (“CCM”), a division of Cohen & Company Securities, LLC (“CCS”), and Clear Street LLC (“Clear Street” and together with CCM, the “Representatives”) purchased an aggregate of 665,000 Inflection Point Units (the “Private Placement Units”), in a private placement, at a price of $10.00 per unit, for $6,650,000 in the aggregate. Of those 665,000 Private Placement Units, the Sponsor purchased 265,000 and the Representatives purchased 400,000.

Since the IPO, there has not been any material financing of Inflection Point. However, if necessary in order to fund working capital deficiencies or finance transaction costs in connection with the Business Combination, the Sponsor, or certain of Inflection Point’s officers and directors or their affiliates, may, but are not obligated to, loan funds to

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Inflection Point as may be required. If Inflection Point completes the Business Combination or another initial business combination, it would repay such loaned amounts. In the event that the Business Combination or another initial business combination does not close, Inflection Point may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans may be convertible into additional Private Placement Units at a price of $10.00 per unit at the option of the lender. As of October 7, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, no working capital loans have been made to Inflection Point.

As described above, in connection with the transactions contemplated by the Business Combination Agreement, on June 26, 2026, Elroy Air entered into the Signing Pre-Funded SPAs with the Signing Pre-Funded PIPE Investors, pursuant to which Elroy Air issued and sold Pre-Funded Convertible Notes with an aggregate face value of approximately $78.3 million and Pre-Funded Warrants to purchase 6,526,961 shares of Elroy Air Common Stock at a purchase price of $12.00 per share for an aggregate purchase price of approximately $66.6 million in the Signing Pre-Funded Note Investment. Between July 31, 2026 and September 15, 2026, Elroy Air entered into the Post-Signing Pre-Funded SPAs with the Post-Signing Pre-Funded PIPE Investors, pursuant to which Elroy Air issued and sold Pre-Funded Convertible Notes with an aggregate face value of approximately $9.9 million and Pre-Funded Warrants to purchase 825,979 shares of Elroy Air Common Stock at a purchase price of $12.00 per share for an aggregate purchase price of approximately $8.4 million in the Post-Signing Pre-Funded Note Investment.

In connection with the transactions contemplated by the Business Combination Agreement, on June 26, 2026, Inflection Point, Elroy Air and the accredited investor named therein (the “Closing PIPE Investor”) entered into a Securities Purchase Agreement (the “Series A SPA”). Pursuant to the Series A SPA, the Closing PIPE Investor agreed, among other things, to purchase, at Closing, 9,803,922 shares of Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and a New Elroy Air Series A Warrant to purchase an aggregate of 9,803,922 shares of New Elroy Air Common Stock, for an aggregate purchase price of $100 million (the “Closing PIPE Investment”). Each share of Series A Preferred Stock will have a stated value of $12.00 (the “Stated Value”). In consideration for the Closing PIPE Investor’s investment, (i) New Elroy Air will issue 750,000 shares of New Elroy Air Common Stock to the Closing PIPE Investor upon Closing and (ii) Inflection Point will cause the applicable holders to transfer to the Closing PIPE Investor 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, an aggregate of 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and CCM in respect of the Private Placement Units and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the Private Placement Units upon Closing.

Compensation of the Sponsor, Inflection Point Fund, the Inflection Point Directors and Executive Officers and their Respective Affiliates

Set forth below is a summary of the amount of compensation and securities received, to be received or that may be received by the Sponsor, Inflection Point Fund, their respective affiliates and Inflection Point’s directors, officers and their respective affiliates in connection with the Business Combination and related transactions.

Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
Columbus Circle 2 Sponsor Corporation LLC		7,666,667 shares of New Elroy Air Common Stock upon conversion of 7,666,667 Inflection Point Class A Ordinary Shares received upon conversion of 7,666,667 Inflection Point Class B Shares in the Sponsor Share Conversion(1)(2)		$25,000
		265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 265,000 Private Placement Units(3) 88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying 265,000 Private Placement Units(3)		$2,650,000

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Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
Inflection Point Fund I, LP		A number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and accrued and unpaid interest on the Pre-Funded Convertible Note as of one day prior to Closing, divided by $12.00, as may be adjusted pursuant to the terms and conditions of such Pre-Funded Convertible Note (approximately 3,245,741 shares of Series A Preferred Stock taking into account accrued interest through November 5, 2026; such number of shares of Series A Preferred Stock may increase prior to Closing due to additional accrued interest after such date), and a New Elroy Air Series A Warrant exercisable for 3,133,333 shares of New Elroy Air Common Stock		Exchange of Pre-Funded Convertible Note and a Pre-Funded Warrant, which Pre-Funded Convertible Note and Pre-Funded Warrant were acquired for an aggregate purchase price approximately of $32.0 million
		3,000,000 shares of New Elroy Air Common Stock, or approximately 39.1%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC		$3,200,000 as an underwriting fee in connection with the IPO, which amount was used to purchase 320,000 Private Placement Units		Underwriting fee in connection with the IPO
		320,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 320,000 Private Placement Units(4) 106,667 New Elroy Air Warrants upon conversion of 106,667 Inflection Point Warrants underlying 320,000 Private Placement Units(4)		320,000 Private Placement Units purchased using $3,200,000 received as an underwriting fee in connection with the IPO
		A cash fee upon the consummation of the Business Combination or another initial business combination of up to $7,840,000, consisting of (i) an amount equal to 3.2% of the gross proceeds from the sale of 20,000,000 Inflection Point Units in the IPO remaining in the Trust Account following Redemption (up to $6,400,000), and (ii) 4.8% of the gross proceeds from the sale of 3,000,000 Inflection Point Units pursuant to the overallotment in the Company’s IPO remaining in the Trust Account following Redemption (up to $1,440,000)		Services pursuant to the Business Combination Marketing Agreement
		A cash fee upon the consummation of the Business Combination of $2,500,000		Services as a joint financial advisor to Inflection Point in connection with the Business Combination
		A cash fee upon the consummation of the Business Combination and the Closing PIPE Investment of $1,500,000		Services as co-placement agent in connection with the Closing PIPE Investment
Michael Blitzer		729,130, or approximately 9.5%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination

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Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
		30,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 30,000 Private Placement Units 10,000 New Elroy Air Warrants upon conversion of 10,000 Inflection Point Warrants underlying 30,000 Private Placement Units		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Gary Quin		250,259, or approximately 3.3%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Kevin Shannon		243,043, or approximately 3.2%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		10,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 10,000 Private Placement Units 3,333 New Elroy Air Warrants upon conversion of 3,333 Inflection Point Warrants underlying 10,000 Private Placement Units		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Cohen & Company, LLC		$10,000 per month		Office space, administrative and shared personnel support services
Sponsor, Officers, and Directors, or our or their affiliates		Payment of consulting, success, or finder fees to independent directors or their respective affiliates in connection with the consummation of the Business Combination or another initial business combination		Any services in order to effectuate the completion of an initial business combination
		Reimbursement for any out-of-pocket expenses related to identifying, investigating, and completing an initial business combination		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		Private placement units into which up to $1,500,000 in working capital loans may be convertible at a price of $10.00 per unit at the option of the lender		Working capital loans to finance transaction costs in connection with an initial business combination

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(1)      Each independent director of Inflection Point holds membership interests reflecting indirect interests in 25,000 Founder Shares.

(2)      In consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer 501,649 shares of New Elroy Air Common Stock issued upon conversion of Founder Shares to the Closing PIPE Investor upon Closing.

(3)      In consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer 265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and 88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

(4)      In consideration for the Closing PIPE Investor’s Closing PIPE Investment, CCM will transfer 183,351 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and 61,117 New Elroy Air Warrants upon conversion of 61,117 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

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Potential conflicts of interest in connection with the Business Combination

There may be actual or potential material conflicts of interest between or among (i) the Sponsor, Inflection Point Fund, Inflection Point’s officers and directors, Elroy Air’s officers and directors, and (ii) unaffiliated security holders of Inflection Point. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the compensation of Inflection Point’s directors and officers and the compensation of the Sponsor and Inflection Point in connection with the Business Combination. See the section entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination”. Elroy Air’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of the Inflection Point shareholders and rights holders generally. See the section entitled “The Business Combination Proposal — Interests of Elroy Air’s Directors and Officers in the Business Combination”.

Extraordinary General Meeting

Inflection Point will hold an extraordinary general meeting (the “extraordinary general meeting”) to consider matters relating to the Business Combination and vote on the Transaction Proposals at [•] a.m., Eastern Time, on [•], 2026. For the purposes of the Cayman Constitutional Documents, the physical location of the extraordinary general meeting will be at the offices of White & Case LLP at 1221 Avenue of the Americas, New York, New York 10020. You or your proxyholder will be able to attend and vote at the extraordinary general meeting online by visiting [•] and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

After careful consideration, the Inflection Point Board has unanimously approved the Business Combination Agreement and the proposals described in this proxy statement/prospectus. The Inflection Point Board has also determined that it is in the best interests of Inflection Point to complete the Business Combination. The Inflection Point Board took into account the oral opinion of Newbridge Securities Corporation (“Newbridge”) (subsequently confirmed in writing) to the effect that, as of June 25, 2026 and based on and subject to various assumptions and limitations described in its written opinion, (i) the Aggregate Base Consideration to be paid by Inflection Point pursuant to the Business Combination is fair, from a financial point of view as of such date, to the Inflection Point Unaffiliated Shareholders (defined as Inflection Point shareholders other than (a) the Sponsor, (b) Inflection Point Fund, (c) officers, directors or affiliates of Inflection Point, the Sponsor or Inflection Point Fund, and (d) Public Shareholders who elect to redeem their shares prior to or in connection with the Business Combination), and (ii) Elroy Air has an aggregate fair market value of at least eighty percent (80.0%) of the value of the assets held in the Trust Account for the benefit of the Public Shareholders (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time of the Business Combination Agreement. For more information, see “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination”, and “Proposal No. 1 — The Business Combination Proposal — Opinion of Newbridge Securities.” The Inflection Point Board recommends that you vote “FOR” each proposal described in this proxy statement/prospectus.

If you have any questions or need assistance voting your Inflection Point Ordinary Shares, please contact [•], our proxy solicitor, by calling [•], or by emailing [•]. The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at [•].

This proxy statement/prospectus provides shareholders of Inflection Point with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Inflection Point. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. It also contains or references information about Inflection Point, Elroy Air and New Elroy Air and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, when you consider the recommendation regarding these proposals by the Inflection Point Board, you should keep in mind that the Sponsor, Inflection Point Fund and Inflection Point’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a shareholder. For instance, the Sponsor, Inflection Point Fund and Inflection Point’s officers and directors will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Inflection Point. See the section entitled “The Business Combination Proposal — Certain Interests

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of Inflection Point’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 40 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [•], 2026 and is first being mailed to Inflection Point’s shareholders on or about [•], 2026.

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PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 8, 2026

Inflection Point Acquisition Corp. VII
A Cayman Islands Exempted Company
(Company No. 420328)
3 Columbus Circle, 24th Floor
New York, NY 10019

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON [•], 2026

TO THE SHAREHOLDERS OF INFLECTION POINT ACQUISITION CORP. VII:

You are cordially invited to attend the extraordinary general meeting of Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II), a Cayman Islands exempted (“Inflection Point”), to be held at [•] a.m., Eastern Time, on [•], 2026, at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at [•]. The extraordinary general meeting will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the Business Combination Agreement, dated as of June 26, 2026, by and among Inflection Point, IPGX Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary of Inflection Point (“Merger Sub”), and Elroy Air, Inc., a Delaware corporation (referred to herein prior to the Business Combination, as “Elroy Air” and subsequent to the Business Combination, as “Elroy Air Operating Company, Inc.”) (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement,” and the transactions contemplated thereby, the “Business Combination”), 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 surviving as a wholly-owned subsidiary of Inflection Point, resulting in a combined company whereby Elroy Air Operating Company, Inc. will become a wholly-owned subsidiary of Inflection Point, and substantially all of the assets and the business of the combined company will be held and operated by Elroy Air Operating Company, Inc. and its subsidiaries. We refer to this proposal as the “Business Combination Proposal”. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Proposal No. 2 — The Domestication Proposal — To consider and vote upon a proposal to approve, by special resolution of the holders of Class B ordinary shares, par value $0.0001 per share, by Inflection Point (the “Inflection Point Class B Shares,” and the Sponsor, as the sole holder of such shares, the domestication of Inflection Point as a Delaware corporation (the “Domestication”), which will be accomplished by deregistering Inflection Point from the Register of Companies in the Cayman Islands and transferring by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate and domesticate as a Delaware corporation in accordance with the amended and restated memorandum and articles of association of Inflection Point (as may be amended from time to time, the “Cayman Constitutional Documents”), Section 388 of the Delaware General Corporation Law (the “DGCL”) and Part XII of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”). The Domestication will be effected at least one day prior to the Closing by Inflection Point filing (a) all applicable documents required to be filed and paying all applicable fees required to be paid, and causing the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Companies Act, and (b) a certificate of corporate domestication and the proposed new certificate of incorporation of New Elroy Air (the “Proposed Charter”) with the Delaware Secretary of State. Upon the effectiveness of the Domestication, Inflection Point will re-domicile as and become a Delaware corporation and all outstanding securities of Inflection Point will convert to outstanding securities of New Elroy Air, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal”.

Proposal No. 3 — The Stock Issuance Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, including for purposes of complying with the applicable provisions of Nasdaq Listing Rules 5635(a), (b) and (d), the issuance or potential issuance of (i) shares of Series A Preferred Stock and New Elroy Air Series A Warrants, (ii) shares of the New Elroy Air Common Stock to be issued to the Elroy Air Equity Holders, and (iii) shares of New Elroy Air Common Stock issuable upon the conversion or exercise of the shares of Series A Preferred Stock and New Elroy Air Series A Warrants (each as defined below). We refer to this proposal as the “Stock Issuance Proposal”.

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Proposal No. 4 — Organizational Documents Proposal — To consider and vote upon a proposal to approve, by special resolution, the Proposed Charter and the proposed new by-laws (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of New Elroy Air in connection with the Domestication. We refer to this proposal as the “Organizational Documents Proposal”. The form of each of the Proposed Charter and the Proposed Bylaws is attached to the accompanying proxy statement/prospectus as Annex B and Annex C, respectively.

Proposal No. 5 — The Advisory Organizational Documents Proposals — To consider and vote upon the following six separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on an advisory, non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

Advisory Organizational Documents Proposal 5A — Under the Proposed Organizational Documents, New Elroy Air would be authorized to issue (A) [•] shares of New Elroy Air Common Stock and (B) [•] shares of New Elroy Air Preferred Stock.

Advisory Organizational Documents Proposal 5B — The Proposed Organizational Documents would adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Advisory Organizational Documents Proposal 5C — The Proposed Charter would require the affirmative vote of at least two-thirds of the total voting power of all then-outstanding shares of New Elroy Air to amend, alter, repeal or rescind certain provisions of the Proposed Charter.

Advisory Organizational Documents Proposal 5D — The Proposed Charter would require the affirmative vote of at least two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class, to remove a director, with or without cause.

Advisory Organizational Documents Proposal 5E — The Proposed Charter would prohibit stockholder action by written consent in lieu of a meeting and require stockholders to take action at an annual or special meeting.

Advisory Organizational Documents Proposal 5F — The Proposed Charter would (1) change the corporate name from “Inflection Point Acquisition Corp. VII” to “Elroy Air, Inc.”, (2) make New Elroy Air’s corporate existence perpetual and (3) remove certain provisions related to Inflection Point’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

Proposal No. 6 — The Director Election Proposal — To consider and vote upon a proposal to approve, by ordinary resolution of the holders of Inflection Point Class B Shares, the election of seven (7) directors to serve on the New Elroy Air board of directors until the first annual meeting of stockholders of New Elroy Air to be held following the date of Closing and until any such director’s successor is elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal. We refer to this proposal as the “Director Election Proposal”.

Proposal No. 7 — New Elroy Air Incentive Plan Proposal — To consider and vote upon a proposal, by ordinary resolution, that the Elroy Air, Inc. 2026 Equity Incentive Plan (the “New Elroy Air Incentive Plan”), a copy of which is attached to the proxy statement/prospectus as Annex G, be adopted and approved. We refer to this proposal as the “New Elroy Air Incentive Plan Proposal” and collectively with the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal and the Organizational Documents Proposal and the Director Election Proposal, the “Condition Precedent Proposals”.

Proposal No. 8 — The Adjournment Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if Inflection Point determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements. We refer to this proposal as the “Adjournment Proposal”.

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These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of Class A ordinary shares, par value $0.0001 per share, of Inflection Point (the “Inflection Point Class A Shares”) and the Inflection Point Class B Shares (together with the Inflection Point Class A Shares, the “Inflection Point Ordinary Shares”) at the close of business on [•], 2026 (the “Record Date”), are entitled to notice of and to have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting. Pursuant to the Cayman Constitutional Documents, the approval of the Domestication Proposal requires a special resolution of the holders of Inflection Point Class B Shares, being the affirmative vote of holders of at least two-thirds of the Inflection Point Class B Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Inflection Point Class A Shareholders will have no right to vote on (i) the Domestication Proposal, in accordance with Article 48.2 of the Cayman Constitutional Documents, or (ii) the Director Election Proposal, in accordance with Article 30.1 of the Cayman Constitutional Documents.

The approval of each of the Organizational Documents Proposal and the Advisory Organizational Documents Proposals requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting.

The approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the New Elroy Air Incentive Plan Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting. The Business Combination was not structured to require the approval of at least a majority of Inflection Point’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

The accompanying proxy statement/prospectus and proxy card are being provided to Inflection Point’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of Inflection Point’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 40 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Inflection Point (the “Inflection Point Board”) has unanimously approved and determined to be in the best interests of Inflection Point and its shareholders the Business Combination and unanimously recommends that shareholders vote “FOR” the Business Combination Proposal and “FOR” all other proposals presented to Inflection Point’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the Inflection Point Board, you should keep in mind that the Sponsor, Inflection Point Fund I, LP (“Inflection Point Fund”) and Inflection Point’s directors and officers, and/or their affiliates, have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsor, Inflection Point Fund and Inflection Point’s officers and directors, and/or their affiliates, will benefit from the completion of the Business Combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Inflection Point. See the section of the accompanying proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the closing of the Business Combination, including the A&R Registration Rights Agreement, the Sponsor Support Agreement, Pre-Funded SPAs, the Pre-Funded Convertible Notes, the Pre-Funded Warrants, the Series A SPA, the New Elroy Air Series A Warrants, the Stockholder Voting and Support Agreement, the Sponsor Lock-Up Agreement and the Elroy Air Lock-Up Agreement (each as defined in the accompanying proxy statement/prospectus). See “Proposal No. 1 — Business Combination Proposal — Related Agreements” and “Certain Relationships and Related Person Transactions” in the accompanying proxy statement/prospectus for more information.

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Pursuant to the Cayman Constitutional Documents, a holder of Inflection Point Class A Shares sold as part of the units offered by Inflection Point in its initial public offering (the “IPO,” and the Inflection Point Class A Shares offered therein, the “Public Shares,” and holders of such shares, the “Public Shareholders”) may request to redeem all or a portion of such holder’s Public Shares for cash if the Business Combination is consummated. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(i)     (a) hold Public Shares or (b) hold Public Shares through the units offered by Inflection Point in the IPO (the “Inflection Point Units”) and elect to separate your Inflection Point Units into the underlying Public Shares and warrants to purchase Inflection Point Class A Shares offered as part of the Inflection Point Units in the IPO (the “Public Warrants”) prior to exercising your redemption rights with respect to the Public Shares;

(ii)    submit a written request to Continental Stock Transfer & Trust Company (“Continental”), Inflection Point’s transfer agent, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Inflection Point redeem all or a portion of your Public Shares for cash; and

(iii)   deliver your share certificates for Public Shares (if any) along with other applicable redemption forms to Continental, physically or electronically through The Depository Trust Company.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days prior to the initially scheduled date of the extraordinary general meeting), in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, and Inflection Point initiates the redemption of Public Shares in connection with the Business Combination (the “Redemption”) pursuant to the Cayman Constitutional Documents, Inflection Point will redeem such Public Shares for a per-share redemption price, payable in cash, equal to the aggregate amount then deposited in the trust account established at the consummation of the IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable) divided by the number of then issued Public Shares (the “Redemption Price”). For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per Public Share. Prior to exercising redemption rights, Public Shareholders should verify the market price of the Inflection Point Class A Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Inflection Point cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in our securities when our shareholders wish to sell their shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. Any request to redeem Public Shares, once made, may be withdrawn, only with Inflection Point’s consent, until the Redemption. If a Public Shareholder delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may request that Inflection Point instruct Continental to return the shares (physically or electronically). The holder can make such request by contacting Continental at the address or email address listed in the accompanying proxy statement/prospectus. See “Extraordinary General Meeting of Inflection Point — Redemption Rights” of the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

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The Sponsor, Inflection Point Fund and each director and officer of Inflection Point have agreed to, among other things, vote in favor of the Business Combination, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any Inflection Point Ordinary Shares held by them. None of Inflection Point’s Sponsor, Inflection Point Fund, or Inflection Point’s directors or officers received separate consideration for their waiver of redemption rights. The Founder Shares and Private Placement Shares (each as defined in the accompanying proxy statement/prospectus) held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owned approximately 25.3% of the total outstanding Inflection Point Ordinary Shares.

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) approval of the Condition Precedent Proposals by Inflection Point’s Shareholders, (ii) the approval of the Business Combination Agreement and the Business Combination (including the Merger) by the affirmative vote or written consent of the stockholders of Elroy Air, pursuant to the terms and in accordance with satisfaction of the conditions of the organizational documents of Elroy Air and applicable law, (iii) no adverse law or order, (iv) the Registration Statement becoming effective, (v) approval of the listing of the New Elroy Air Common Stock on Nasdaq, subject to satisfaction of the round lot holders requirement for initial listing, (vi) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties, in each case subject to certain qualifiers, (vii) the expiration of all waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 with respect to the Business Combination, (viii) the completion of the Domestication, and (ix) duly executed pay-off letters certifying certain indebtedness of Elroy Air and its subsidiaries, as specified in the Business Combination Agreement, shall have been paid off, to the extent it is paid off pursuant to the Business Combination Agreement. We cannot assure you as to whether these conditions will be satisfied or waived.

The Inflection Point Units, Inflection Point Class A Shares and Inflection Point Warrants are currently listed on Nasdaq under the symbols “IPXG,” “IPXGU” and “IPXGW” respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the New Elroy Air Common Stock issued as merger consideration must be conditionally approved for listing on Nasdaq subject to any requirement to have a sufficient number of round lot holders of the New Elroy Air Common Stock, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the New Elroy Air Common Stock is intended to be listed, subject to Nasdaq approval, under the proposed symbol “ELRY”. It is important for you to know that, at the time of Inflection Point’s extraordinary general meeting, the parties may not have received from Nasdaq either confirmation of the listing of the New Elroy Air Common Stock or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the New Elroy Air Common Stock would not be listed on any nationally recognized securities exchange.

Material Financing Transactions

Simultaneously with the consummation of the IPO, the Sponsor, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“Cohen & Co.”), and Clear Street LLC (“Clear Street” and together with Cohen & Co., the “Representatives”) purchased an aggregate of 665,000 Inflection Point Units (the “Private Placement Units”), in a private placement, at a price of $10.00 per unit, for $6,650,000 in the aggregate. Of those 665,000 Private Placement Units, the Sponsor purchased 265,000 and the Representatives purchased 400,000.

Since the IPO, there has not been any material financing of Inflection Point. However, if necessary in order to fund working capital deficiencies or finance transaction costs in connection with the Business Combination, the Sponsor, or certain of Inflection Point’s officers and directors or their affiliates, may, but are not obligated to, loan funds to Inflection Point as may be required. If Inflection Point completes the Business Combination or another initial business combination, it would repay such loaned amounts. In the event that the Business Combination or another initial business combination does not close, Inflection Point may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up

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to $1,500,000 of such working capital loans may be convertible into additional Private Placement Units at a price of $10.00 per unit at the option of the lender. As of October 7, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, no working capital loans have been made to Inflection Point.

In connection with the transactions contemplated by the Business Combination Agreement, on June 26, 2026, Elroy Air entered into securities purchase agreements (the “Signing Pre-Funded SPAs”), with certain accredited investors named therein (collectively, the “Signing Pre-Funded PIPE Investors”), including Inflection Point Fund I, LP (“Inflection Point Fund”). Pursuant to the Signing Pre-Funded SPAs, the Signing Pre-Funded PIPE Investors agreed, among other things, to purchase, and Elroy Air issued and sold, convertible promissory notes (the “Pre-Funded Convertible Notes”) with an aggregate face value of approximately $78.3 million and warrants to purchase 6,526,961 shares of Elroy Air Common Stock at a purchase price of $12.00 per share (the “Pre-Funded Warrants”), substantially concurrently with the execution and delivery of the Business Combination Agreement for an aggregate purchase price of approximately $66.6 million (the “Signing Pre-Funded Note Investment”).

Between July 31, 2026 and September 15, 2026, Elroy Air entered into additional securities purchase agreements (the “Post-Signing Pre-Funded SPAs,” and together with the Signing Pre-Funded SPAs, the “Pre-Funded SPAs”), with certain accredited investors named therein (the “Post-Signing Pre-Funded PIPE Investors”), including Inflection Point Fund. Pursuant to the Post-Signing Pre-Funded SPAs, the Post-Signing Pre-Funded PIPE Investors agreed, among other things, to purchase, and Elroy Air issued and sold, Pre-Funded Convertible Notes with an aggregate face value of approximately $9.9 million and Pre-Funded Warrants to purchase 825,979 shares of Elroy Air Common Stock, for an aggregate purchase price of approximately $8.4 million (the “Post-Signing Pre-Funded Note Investment” and together with the Signing Pre-Funded Note Investment, the “Pre-Funded Note Investment”).

In connection with the transactions contemplated by the Business Combination Agreement, on June 26, 2026, Inflection Point, Elroy Air and the accredited investor named therein (the “Closing PIPE Investor”) entered into a Securities Purchase Agreement (the “Series A SPA”). Pursuant to the Series A SPA, the Closing PIPE Investor agreed, among other things, to purchase, at Closing, 9,803,922 shares of Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and a New Elroy Air Series A Warrant to purchase a number of shares of New Elroy Air Common Stock equal to the number of shares of New Elroy Air Common Stock into which such shares of Series A Preferred Stock are initially convertible, for an aggregate purchase price of $100.0 million (the “Closing PIPE Investment”). Each share of Series A Preferred Stock will have a stated value of $12.00 (the “Stated Value”). In consideration for the Closing PIPE Investor’s investment, (i) New Elroy Air will issue 750,000 shares of New Elroy Air Common Stock to the Closing PIPE Investor upon Closing and (ii) Inflection Point will cause the applicable holders to transfer to the Closing PIPE Investor 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, an aggregate of 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and CCM in respect of the Private Placement Units and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the Private Placement Units upon Closing.

Compensation of the Sponsor, Inflection Point Fund, the Inflection Point Directors and Executive Officers and their Respective Affiliates

Set forth below is a summary of the amount of compensation and securities received, to be received or that may be received by the Sponsor, Inflection Point Fund, their respective affiliates and Inflection Point’s directors, officers and their respective affiliates in connection with the Business Combination and related transactions.

Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
Columbus Circle 2 Sponsor Corporation LLC		7,666,667 shares of New Elroy Air Common Stock upon conversion of 7,666,667 Inflection Point Class A Ordinary Shares received upon conversion of 7,666,667 Inflection Point Class B Shares in the Sponsor Share Conversion(1)(2)		$25,000

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Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
		265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 265,000 Private Placement Units(3) 88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying 265,000 Private Placement Units(3)		$2,650,000
		Repayment of $300,000 due under IPO Promissory Note		Repayment of loans made to Inflection Point to cover offering-related and organizational expenses
Inflection Point Fund I, LP		A number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and accrued and unpaid interest on the Pre-Funded Convertible Note as of one day prior to Closing, divided by $12.00, as may be adjusted pursuant to the terms and conditions of such Pre-Funded Convertible Note (approximately 3,245,741 shares of Series A Preferred Stock taking into account accrued interest through November 5, 2026; such number of shares of Series A Preferred Stock may increase prior to Closing due to additional accrued interest after such date), and a New Elroy Air Series A Warrant exercisable for 3,133,333 shares of New Elroy Air Common Stock		Exchange of Pre-Funded Convertible Note and a Pre-Funded Warrant, which Pre-Funded Convertible Note and Pre-Funded Warrant were acquired for an aggregate purchase price of approximately $32.0 million
		3,000,000 shares of New Elroy Air Common Stock, or approximately 39.1%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC		$3,200,000 as an underwriting fee in connection with the IPO, which amount was used to purchase 320,000 Private Placement Units		Underwriting fee in connection with the IPO
		320,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 320,000 Private Placement Units(4) 106,667 New Elroy Air Warrants upon conversion of 106,667 Inflection Point Warrants underlying 320,000 Private Placement Units(4)		320,000 Private Placement Units purchased using $3,200,000 received as an underwriting fee in connection with the IPO
		A cash fee upon the consummation of the Business Combination or another initial business combination of up to $7,840,000, consisting of (i) an amount equal to 3.2% of the gross proceeds from the sale of 20,000,000 Inflection Point Units in the IPO remaining in the Trust Account following Redemption (up to $6,400,000), and (ii) 4.8% of the gross proceeds from the sale of 3,000,000 Inflection Point Units pursuant to the overallotment in the Company’s IPO remaining in the Trust Account following Redemption (up to $1,440,000)		Services pursuant to the Business Combination Marketing Agreement

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Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
		A cash fee upon the consummation of the Business Combination of $2,500,000		Services as a joint financial advisor to Inflection Point in connection with the Business Combination
		A cash fee upon the consummation of the Business Combination and the Closing PIPE Investment of $1,500,000		Services as co-placement agent in connection with the Closing PIPE Investment
Michael Blitzer		729,130, or approximately 9.5%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		30,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 30,000 Private Placement Units 10,000 New Elroy Air Warrants upon conversion of 10,000 Inflection Point Warrants underlying 30,000 Private Placement Units		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Gary Quin		250,259, or approximately 3.3%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Kevin Shannon		243,043, or approximately 3.2%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		10,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 10,000 Private Placement Units 3,333 New Elroy Air Warrants upon conversion of 3,333 Inflection Point Warrants underlying 10,000 Private Placement Units		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Cohen & Company, LLC		$10,000 per month		Office space, administrative and shared personnel support services
Sponsor, Officers, and Directors, or our or their affiliates		Payment of consulting, success, or finder fees to independent directors or their respective affiliates in connection with the consummation of the Business Combination or another initial business combination		Any services in order to effectuate the completion of an initial business combination
		Reimbursement for any out-of-pocket expenses related to identifying, investigating, and completing an initial business combination		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		Private placement units into which up to $1,500,000 in working capital loans may be convertible at a price of $10.00 per unit at the option of the lender		Working capital loans to finance transaction costs in connection with an initial business combination

____________

(1)      Each independent director of Inflection Point holds membership interests reflecting indirect interests in 25,000 Founder Shares.

(2)      In consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer 501,649 shares of New Elroy Air Common Stock issued upon conversion of Founder Shares to the Closing PIPE Investor upon Closing.

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(3)      In consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer 265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and 88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

(4)      In consideration for the Closing PIPE Investor’s Closing PIPE Investment, CCM will transfer 183,351 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and 61,117 New Elroy Air Warrants upon conversion of 61,117 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

Potential conflicts of interest in connection with the Business Combination

There may be actual or potential material conflicts of interest between or among (i) the Sponsor, Inflection Point Fund, Inflection Point’s officers and directors, Elroy Air’s officers and directors, and (ii) unaffiliated security holders of Inflection Point. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the compensation of Inflection Point’s directors and officers and the compensation of the Sponsor and Inflection Point in connection with the Business Combination. See the section entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination”. Elroy Air’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of the Inflection Point shareholders and rights holders generally. See the section entitled “The Business Combination Proposal — Interests of Elroy Air’s Directors and Executive Officers”.

For terms used in this notice but not otherwise defined herein, please refer to the Frequently Used Terms section of the accompanying proxy statement/prospectus.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting or any adjournment thereof. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting, and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you are a shareholder entitled to attend and vote at this extraordinary general meeting, you may appoint a proxy or proxies to vote on your behalf. A proxy need not be a shareholder of Inflection Point.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy card will appoint [•] and [•] as your proxy to vote your shares in their discretion. [•] and [•] will vote “FOR” each of the proposals described in this notice, and in accordance with their judgment on any other matters that may properly come before the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO CONTINENTAL THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND DELIVER YOUR PUBLIC SHARES TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.    IF THE BUSINESS COMBINATION IS ABANDONED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO

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INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of the Inflection Point Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

		Sincerely,
		Name:		Kevin Shannon
		Title:		Chief Executive Officer

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated [•], 2026 and is first being mailed to shareholders on or about [•], 2026.

Table of Contents

TABLE OF CONTENTS

		Page
REFERENCES TO ADDITIONAL INFORMATION		iii
FREQUENTLY USED TERMS		iv
MARKET AND INDUSTRY DATA		ix
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		x
QUESTIONS AND ANSWERS FOR SHAREHOLDERS		xii
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS		1
RISK FACTORS		40
EXTRAORDINARY GENERAL MEETING OF INFLECTION POINT		84
PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL		92
PROPOSAL NO. 2 — THE DOMESTICATION PROPOSAL		149
PROPOSAL NO. 3 — THE STOCK ISSUANCE PROPOSAL		156
PROPOSAL NO. 4 — THE ORGANIZATIONAL DOCUMENTS PROPOSAL		158
PROPOSAL NO. 5 — THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS		160
PROPOSAL NO. 6 — THE DIRECTOR ELECTION PROPOSAL		164
PROPOSAL NO. 7 — THE NEW ELROY AIR INCENTIVE PLAN PROPOSAL		167
PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL		175
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS		176
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		192
INFORMATION ABOUT INFLECTION POINT		213
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INFLECTION POINT		232
DESCRIPTION OF NEW ELROY AIR SECURITIES		236
BENEFICIAL OWNERSHIP OF SECURITIES		242
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS		244
INFORMATION ABOUT ELROY		250
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ELROY AIR		263
EXECUTIVE AND DIRECTOR COMPENSATION OF ELROY AIR		284
MANAGEMENT OF THE COMPANY FOLLOWING THE BUSINESS COMBINATION		292
SECURITIES ACT RESTRICTIONS ON RESALE OF THE COMPANY’S SECURITIES		297
SHAREHOLDER PROPOSALS AND NOMINATIONS		298
SHAREHOLDER COMMUNICATIONS		299
LEGAL MATTERS		300
OTHER MATTERS		300
EXPERTS		300
DELIVERY OF DOCUMENTS TO SHAREHOLDERS		301
ENFORCEABILITY OF CIVIL LIABILITY		301
WHERE YOU CAN FIND MORE INFORMATION		302
INDEX TO FINANCIAL STATEMENTS		F-1
SIGNATURES		II-6

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		Page
Annex A Business Combination Agreement		A-1
Annex B Proposed Charter		B-1
Annex C Proposed Bylaws		C-1
Annex D Sponsor Support Agreement		D-1
Annex E Stockholder Voting and Support Agreement		E-1
Annex F Opinion of Newbridge Securities Corporation		F-1
Annex G New Equity Incentive Plan		G-1
Annex H Form of Certificate of Designation		H-1
Annex I Form of New Elroy Air Series A Warrant		I-1
Annex J Preliminary Proxy Card		J-1

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REFERENCES TO ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important information that is not included in or delivered with the accompanying proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of the accompanying proxy statement/prospectus or other information concerning Inflection Point, without charge, by written request to Inflection Point Acquisition Corp. VII, 3 Columbus Circle, 24th Floor, New York, New York 10019; or [•], our proxy solicitor, by calling [•], or by emailing [•], or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of Inflection Point to be held on [•], 2026, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by [•], 2026.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Inflection Point” refer to Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II). Prior to the Domestication, Inflection Point is an exempted company incorporated under the laws of the Cayman Islands. Following the Domestication, subject to shareholder approval, Inflection Point will be a corporation incorporated under the laws of the State of Delaware and will be renamed “Elroy Air, Inc.” Inflection Point, following the Domestication, is referred to in this document as Post-Domestication Inflection Point, and, following the Closing, is referred to in this document as New Elroy Air.

In this document:

“50% Redemption Scenario” means the hypothetical scenario in which 11,500,000 Public Shares (which represents 50% of the total Public Shares outstanding) are redeemed, resulting in an aggregate cash payment of approximately $116,548,916 out of the Trust Account based on an assumed redemption price of $10.13 per share as of June 30, 2026.

“A&R Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into by and among New Elroy Air, the Sponsor, certain Elroy Air Equity Holders, the Signing Pre-Funded PIPE Investors, the Post-Signing Pre-Funded PIPE Investors and the Closing PIPE Investor at the Closing.

“Advisory Organizational Documents Proposals” means the six separate proposals in connection with the replacement of the Cayman Constitutional Documents that Inflection Point’s shareholders are asked to consider and vote upon and approve on a non-binding advisory basis by special resolution.

“Aggregate Base Consideration” means the number of shares equal to the quotient of: (a) the Purchase Price, divided by (b) the Redemption Price.

“Aggregate Common Holder Base Consideration” means the number of shares equal to the difference of (a) the Aggregate Base Consideration, less (b) the Aggregate Preferred Holder Base Consideration.

“Aggregate Preferred Holder Base Consideration” means the aggregate number of shares equal to the greater of (a) (i) the applicable liquidation preference of the shares of preferred stock of Elroy Air held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (b) (i) the number of shares of Elroy Air Common Stock into which the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by (ii) the Common Stock Exchange Ratio.

“Antitrust Division” means the Antitrust Division of the Department of Justice.

“Business Combination Agreement” means that certain Business Combination Agreement, attached to this proxy statement/prospectus as Annex A, dated as of June 26, 2026, by and among Inflection Point, Merger Sub and Elroy Air.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Marketing Agreement” means the Business Combination Marketing Agreement, dated February 10, 2025 between Inflection Point and the Representatives.

“Cayman Constitutional Documents” means the existing amended and restated memorandum and articles of association of Inflection Point, as it may be amended, restated, supplemented or otherwise modified from time to time, under the Companies Act.

“CCM” means Cohen & Company Capital Markets, a division of CCS.

“CCS” means Cohen & Company Securities, LLC.

“Certificate of Designation” means the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock of New Elroy Air.

“CFIUS” means the Committee on Foreign Investment in the United States.

“Clear Street” means Clear Street LLC.

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“Closing” means the closing of the Business Combination.

“Closing Date” means the day of the Closing.

“Closing PIPE Investment” means the purchase of 9,803,922 shares of Series A Preferred Stock and a New Elroy Air Series A Warrant by the Closing PIPE Investor for an aggregate purchase price of $100 million pursuant to the Series A SPA.

“Closing PIPE Investor” means the accredited investor party to the Series A SPA.

“Common Stock Exchange Ratio” means the Aggregate Base Consideration divided by the adjusted fully diluted capital of Elroy Air, which is the sum (without duplication) of the aggregate number of shares of Elroy Air Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (including those issued or issuable upon conversion of all issued and outstanding convertible securities (other than Elroy Air Options, the Pre-Funded Convertible Notes or the Elroy Air Pre-Funded Convertible Note Investor Warrants)) and (ii) issuable upon full exercise of all Elroy Air Options (calculated using the treasury method of accounting on a cashless exercise basis).

“DGCL” means the Delaware General Corporation Law.

“Disclosure Schedules” means the disclosure schedules to the Business Combination Agreement.

“Domestication” means the deregistering of Inflection Point from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware and domesticating as a Delaware corporation under the applicable provisions of the Companies Act and the DGCL and all matters necessary or ancillary thereto.

“Earnout Shares” means up to 11,000,000 additional shares of New Elroy Air Common Stock to be issued to the Eligible Stockholders upon the occurrence of the Triggering Events.

“Effective Time” means the time at which Merger Sub and Elroy Air shall consummate the Merger.

“Eligible Stockholders” means the Elroy Air Equity Holders, the Pre-Funded PIPE Investors and the Post-Signing Pre-Funded PIPE Investors.

“Elroy Air” means Elroy Air, Inc., a Delaware corporation.

“Elroy Air Common Equity Holders” means all Elroy Air Equity Holders other than Elroy Air Preferred Equity Holders.

“Elroy Air Equity Holders” means the holders of securities of Elroy Air, other than the holders of the Pre-Funded Convertible Notes, the Pre-Funded Warrants and unvested Elroy Air Options in respect of those securities.

“Elroy Air Lock-Up Agreement” means the Lock-Up Agreement to be entered into by and among New Elroy Air and the Lock-Up Holders at the Closing.

“Elroy Air Option” means an option to purchase equity securities of Elroy Air, granted pursuant to the 2016 equity incentive plan of Elroy Air.

“Elroy Air Preferred Equity Holders” means the holders of Elroy Air Preferred Stock.

“Elroy Air Preferred Stock” means the preferred stock of Elroy Air.

“Excluded Securities” means a security of Elroy Air that is owned by Inflection Point, Merger Sub, or Elroy Air immediately prior to the Effective Time.

“extraordinary general meeting” means that certain extraordinary general meeting to be held by Inflection Point to consider matters relating to the Business Combination at [•] a.m., Eastern Time, on [•], 2026.

“Founder Shares” means the Inflection Point Class B Shares.

“FTC” means the Federal Trade Commission.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements of 1976.

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“Inflection Point” means Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II), a Cayman Islands exempted company.

“Inflection Point Class A Shares” means the Class A ordinary shares, par value $0.0001 per share, of Inflection Point.

“Inflection Point Class B Shares” means the Class B ordinary shares, par value $0.0001 per share, of Inflection Point.

“Inflection Point Fund” means Inflection Point Fund I, LP.

“Inflection Point Ordinary Shares” means the Inflection Point Class A Shares and Inflection Point Class B Shares.

“Inflection Point Unaffiliated Shareholders” means the Inflection Point shareholders other than (a) the Sponsor, (b) Inflection Point Fund, (c) officers, directors or affiliates of Inflection Point, the Sponsor or Inflection Point Fund, and (d) Public Shareholders who elect to redeem their shares prior to or in connection with the Business Combination.

“Inflection Point Units” means a unit of Inflection Point, each consisting of one Inflection Point Class A Share and one-third of one Inflection Point Warrant.

“Inflection Point Warrants” means the warrants to purchase one Inflection Point Class A Share for $11.50 per share, subject to adjustment.

“IPO” means the initial public offering of Inflection Point.

“IPO Promissory Note” means that certain unsecured promissory note in the principal amount of up to $300,000 issued to the Sponsor on April 3, 2025.

“Letter Agreements” means the letter agreements, by and among Inflection Point, the Sponsor, Inflection Point Fund and current and former officers and directors of Inflection Point, dated February 10, 2026 and June 26, 2026.

“Maximum Redemption Scenario” means the hypothetical scenario in which all 23,000,000 Public Shares (which represents the total number of Public Shares outstanding) are redeemed, resulting in an aggregate cash payment of approximately $233,097,832 out of the Trust Account based on an assumed redemption price of $10.13 per share as of June 30, 2026.

“Merger” means the merger of Merger Sub with and into Elroy Air, with Elroy Air surviving the merger as a wholly-owned subsidiary of Inflection Point, resulting in a combined company whereby Elroy Air Operating Company, Inc. will become a wholly-owned subsidiary of Inflection Point, and substantially all of the assets and the business of the combined company will be held and operated by Elroy Air Operating Company, Inc. and its subsidiaries.

“Merger Sub” means IPGX Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Inflection Point.

“Nasdaq” means the Nasdaq Stock Market LLC.

“New Elroy Air” means Inflection Point following the Domestication and the Closing.

“New Elroy Air Common Stock” means the common stock of New Elroy Air, par value $0.0001 per share.

“New Elroy Air Incentive Plan” means the Elroy Air, Inc. 2026 Equity Incentive Plan.

“New Elroy Air Series A Warrant” means a warrant to purchase a number of shares of New Elroy Air Common Stock initially issued in exchange for a Pre-Funded Warrant or pursuant to the Series A SPA.

“Newbridge” means Newbridge Securities Corporation.

“No Redemption Scenario” means the hypothetical scenario in which no Public Holders exercise their right to have their Public Shares redeemed for their pro rata share of the Trust Account.

“Lock-Up Holders” means the certain equity holders of Elroy Air who will enter into the Elroy Air Lock-Up Agreement.

“Lock-Up Shares” means the shares of New Elroy Air Common Stock subject to lock-up pursuant to the Elroy Air Lock-Up Agreement.

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“Organizational Documents Proposal” means the proposal before Inflection Point’s shareholders to adopt the Proposed Organizational Documents.

“Per Share Earn-out Consideration” means a number of Earnout Shares equal to the quotient of (x) the Earnout Shares divided by (y) the fully diluted capital of Elroy Air, which is the sum (without duplication) of the aggregate number of shares of Elroy Air Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (including those issued or issuable upon conversion of all issued and outstanding convertible securities, the Pre-Funded Convertible Notes or the Pre-Funded Convertible Note Investor Warrants), (ii) issuable upon full exercise of all issued and outstanding vested options of Elroy Air (calculated using the treasury method of accounting on a cashless exercise basis) and (iii) all shares of New Elroy Air Common Stock issuable upon conversion of the Series A Preferred Stock issued as Convertible Note Consideration in the Merger.

“Post-Signing Pre-Funded Note Investment” means the investment contemplated under the Post-Signing Pre-Funded SPAs.

“Post-Signing Pre-Funded PIPE Investors” means the certain accredited investors party to the Post-Signing Pre-Funded SPAs.

“Post-Signing Pre-Funded SPAs” means the securities purchase agreements entered into between July 31, 2026 and September 15, 2026, by and among Elroy Air and the Post-Signing Pre-Funded PIPE Investors.

“Pre-Funded Note Investment” means, collectively, the Signing Pre-Funded Note Investment and the Post-Signing Pre-Funded Note Investment.

“Pre-Funded SPAs” means, collectively, the Signing Pre-Funded SPAs and the Post-Signing Pre-Funded SPAs.

“Proposed Bylaws” means the proposed new bylaws of New Elroy Air pursuant to the DGCL, attached to this proxy statement/prospectus as Annex C.

“Proposed Charter” means the proposed new certificate of incorporation of New Elroy Air pursuant to the DGCL, attached to this proxy statement/prospectus as Annex B.

“Proposed Organizational Documents” means the Proposed Bylaws and Proposed Charter, together.

“Public Shareholders” means the holders of Public Shares of Inflection Point.

“Public Shares” means the Inflection Point Class A Shares initially sold in Inflection Point’s initial public offering.

“Public Warrants” means the Inflection Point Warrants sold as part of the Inflection Point Units in Inflection Point’s IPO.

“Purchase Price” means $800,000,000.

“Record Date” means [•], 2026.

“Representatives” means, collectively, CCM and Clear Street.

“Rule 144” means Rule 144 under the Securities Act.

“Series A Preferred Stock” means the 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share, of New Elroy Air.

“Series A SPA” means the securities purchase agreement, dated as of June 26, 2026, by and among Inflection Point, Elroy Air and the Closing PIPE Investor.

“Signing Pre-Funded Note Investment” means the investments contemplated under the Signing Pre-Funded SPAs.

“Signing Pre-Funded PIPE Investors” means the certain accredited investors party to the Signing Pre-Funded SPAs, including Inflection Point Fund.

“Signing Pre-Funded SPAs” means the securities purchase agreements, dated as of June 26, 2026, by and among Elroy Air and the Signing Pre-Funded PIPE Investors.

“Sponsor” means Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company.

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“Sponsor Lock-Up Agreement” means the Lock-Up Agreement to be entered into by and among the Sponsor, the Representatives, the Closing PIPE Investor and New Elroy Air at the Closing.

“Sponsor Lock-Up Founder Shares” means the shares of New Elroy Air Common Stock issued upon conversion of Founder Shares subject to lock-up pursuant to the Sponsor Lock-Up Agreement.

“Sponsor Lock-Up Securities” means the Sponsor Lock-Up Founder Shares and Sponsor Lock-Up Unit Securities.

“Sponsor Lock-Up Unit Securities” means any (i) shares of New Elroy Air Common Stock issued or issuable to the Sponsor or the Representatives upon cancellation of the Private Placement Units, (ii) any New Elroy Air Warrants issued or issuable to the Sponsor or the Representatives upon cancellation of the Private Placement Units, and (iii) any shares of New Elroy Air Common Stock issuable upon exercise of any New Elroy Air Warrants issued or issuable to the Sponsor or the Representatives upon cancellation of the Private Placement Units.

“Sponsor Share Conversion” means the conversion of Founder Shares into Inflection Point Class A Shares immediately prior to the Domestication, in accordance with the Sponsor Support Agreement.

“Sponsor Support Agreement” means that certain Sponsor Support Agreement, dated as of June 26, 2026, by and between Sponsor, Elroy Air, Inflection Point and the other parties thereto, and attached hereto as Annex D.

“Trust Account” means the trust account of Inflection Point that holds the proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Units.

“White & Case” means White & Case LLP, counsel to Inflection Point.

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MARKET AND INDUSTRY DATA

Information contained in this proxy statement/prospectus concerning the market and the industry in which Elroy Air competes, including its market position, general expectations of market opportunity, size and growth rates, is based on information from various third-party sources, on assumptions made by Elroy Air based on such sources and Elroy Air’s knowledge of the markets for its services and solutions. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable but that there can be no assurance as to the accuracy or completeness of such information. We have not independently verified this third-party information. The industry in which Elroy Air operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Inflection Point’s Business” beginning on page 40 of this proxy statement/prospectus and elsewhere in this proxy statement/prospectus.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for Inflection Point’s, Elroy Air’s and New Elroy Air’s respective business, and the timing for and ability of Elroy Air and Inflection Point to complete the Business Combination. These statements are based on the beliefs and assumptions of the management of Elroy Air and Inflection Point. Although Elroy Air and Inflection Point believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Elroy Air nor Inflection Point can assure you that either will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate”, “believe”, “can”, “continue”, “could”, “estimate”, “expect”, “forecast”, “intend”, “may”, “might”, “plan”, “possible”, “potential”, “predict”, “project”, “seek”, “should”, “strive”, “target”, “will”, “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.

WithumSmith+Brown PC, Inflection Point’s independent auditor (f/k/a Columbus Circle Capital Corp II), has not examined, compiled or otherwise applied procedures with respect to the accompanying forward-looking financial information presented herein and, accordingly, expresses no opinion or any other form of assurance on it.

Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about Elroy Air and Inflection Point prior to the Business Combination and the Company following the Business Combination, including:

•        the ability to satisfy the closing conditions to the Business Combination, including approval by shareholders of Elroy Air;

•        the ability to realize the benefits expected from the Business Combination;

•        the ability to consummate the Business Combination;

•        the ability to obtain and/or maintain the listing of the New Elroy Air Common Stock on Nasdaq following the Business Combination;

•        the ability to raise financing in the future and to comply with restrictive covenants related to long-term indebtedness;

•        the future financial performance of New Elroy Air and Elroy Air Operating Company, Inc. following the Business Combination;

•        New Elroy Air’s and Elroy Air Operating Company, Inc.’s ability to retain or recruit, or to effect changes required in, their officers, key employees or directors following the Business Combination;

•        New Elroy Air’s and Elroy Air Operating Company, Inc.’s ability to comply with laws and regulations applicable to their business; and

•        expansion plans and opportunities.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and Elroy Air’s and Inflection Point’s management teams’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Elroy Air, Inflection Point and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Elroy Air’s views as of any subsequent date. Inflection Point and Elroy Air do not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

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You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

•        the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;

•        the outcome of any legal proceedings that may be instituted against Elroy Air or Inflection Point following announcement of the Business Combination and transactions contemplated thereby;

•        the inability to complete the Business Combination due to the failure to obtain approval of Elroy Air’s stockholders or Inflection Point’s shareholders, the inability to complete the Closing PIPE Investment or the failure to meet other conditions to closing in the Business Combination Agreement;

•        the inability to obtain or maintain the listing of the New Elroy Air Common Stock on Nasdaq following the Business Combination;

•        changes to the proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination;

•        changes in applicable laws or regulations;

•        the risk that the Business Combination disrupts current plans and operations;

•        the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, and the ability of the Company to grow and manage growth profitably;

•        the financial and business performance of Elroy Air, including Elroy Air’s anticipated results from operations in future periods;

•        the amount of redemptions by Public Shareholders being greater than expected, which may reduce the cash in the Trust Account available to New Elroy Air upon the consummation of the Business Combination;

•        costs related to the Business Combination;

•        the need to obtain and sustain governmental permits and approvals;

•        failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations;

•        possible litigation risks, including permit disputes (including in respect of access and/or validity of tenure), environmental claims, occupational health and safety claims and employee claims;

•        any infringement of the intellectual property rights of third parties;

•        failure to adequately protect intellectual property rights;

•        issues with information technology systems, including cyber threats, disruption, damage and failure;

•        use of resources and management attention related to the requirements of being a public company in the United States; and

•        other risks and uncertainties indicated in this proxy statement/prospectus, including those set forth under the section entitled “Risk Factors” beginning on page 40 of this proxy statement/prospectus.

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QUESTIONS AND ANSWERS FOR SHAREHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to Inflection Point’s shareholders. Inflection Point urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held at [•], Eastern Time, on [•], 2026, at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast. To participate in the extraordinary general meeting online, visit [•] and enter the 12-digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

Q.     Why am I receiving this proxy statement/prospectus?

A.     Inflection Point shareholders are being asked to consider and vote upon, among other proposals, a proposal to approve the Business Combination Agreement and approve the Business Combination. The Business Combination Agreement provides that, among other things, following the Domestication of Inflection Point to Delaware as described below, Merger Sub will merge with and into Elroy Air, with Elroy Air surviving as a wholly-owned subsidiary of Inflection Point and substantially all of the assets in the business of the combined company will be held by Elroy Air Operating Company, Inc. and its subsidiaries, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement/prospectus. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal” for more detail.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, which is incorporated by reference into this proxy statement/prospectus, and you are encouraged to read it in its entirety.

In connection with the completion of the Business Combination, Inflection Point will provide its Public Shareholders the opportunity to redeem their Public Shares on the terms and conditions set forth in the Business Combination Agreement and Inflection Point’s governing documents. Inflection Point will complete the Redemption of properly tendered Public Shares at least one day prior to the Domestication. As a condition to, and at least one day prior to the Closing, Inflection Point will change its jurisdiction of incorporation by deregistering from the Register of Companies in the Cayman Islands as a Cayman Islands exempted company by way of continuation out of the Cayman Islands under Section 206 of the Companies Act and domesticating as a corporation under Section 388 of the DGCL, pursuant to which Inflection Point’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents and the Sponsor Support Agreement, the Sponsor will elect to convert each Inflection Point Class B Share, on a one-for-one basis, into an Inflection Point Class A Share. Immediately following such conversion, in connection with the Domestication, (i) each of the then issued and outstanding Inflection Point Class A Shares will convert automatically, on a one-for-one basis, into a share of New Elroy Air Common Stock; (ii) each of the then issued and outstanding Inflection Point Warrants will convert automatically, on a one-for-one basis, into New Elroy Air Warrants; and (iii) each Inflection Point Unit issued and outstanding as of immediately prior to the Domestication will be cancelled and converted into one share of New Elroy Air Common Stock and one-third of one New Elroy Air Warrant, with any fractional New Elroy Air Warrants to be issued in connection with such separation rounded down to the nearest whole warrant. See the section of this proxy statement/prospectus entitled “The Domestication Proposal” for additional information.

THE VOTE OF INFLECTION POINT’S SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF INFLECTION POINT AND ELROY AIR, CAREFULLY AND IN ITS ENTIRETY.

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Q.     What proposals are shareholders of Inflection Point being asked to vote upon?

A.     At the extraordinary general meeting, Inflection Point is asking holders of Inflection Point Ordinary Shares to consider and vote upon:

•        The Business Combination Proposal;

•        The Domestication Proposal;

•        The Stock Issuance Proposal;

•        The Organizational Documents Proposal;

•        The Advisory Organizational Documents Proposals;

•        The Director Election Proposal;

•        The New Elroy Air Incentive Plan Proposal; and

•        The Adjournment Proposal, if presented.

If Inflection Point’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See the sections of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal”, “Proposal No. 2 — The Domestication Proposal”, “Proposal No. 3 — The Stock Issuance Proposal”, “Proposal No. 4 — The Organizational Documents Proposal”, “Proposal No. 6 — The Director Election Proposal” and “Proposal No. 7 — The New Elroy Air Incentive Plan Proposal”.

Inflection Point will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Inflection Point should read it carefully.

After careful consideration, the Inflection Point Board has determined that each of (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the Director Election Proposal, (g) the New Elroy Air Incentive Plan Proposal and (h) the Adjournment Proposal, if presented, are in the best interests of Inflection Point and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Inflection Point’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

Q.     Are the proposals conditioned on one another?

A.     Yes. The Business Combination is conditioned on the approval of each of the Condition Precedent Proposals at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal.

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Q.     Why is Inflection Point proposing the Business Combination?

A.     Inflection Point was incorporated to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination, with one or more businesses or entities.

Elroy Air, Inc. is a Delaware corporation formed on November 4, 2016. 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. Based on Inflection Point’s due diligence investigations of Elroy Air and the industry in which it operates, including the financial and other information provided by Elroy Air in the course of Inflection Point’s due diligence investigations, the Inflection Point Board believes that the Business Combination with Elroy Air is in the best interests of Inflection Point and its shareholders. However, there is no assurance of this. See “The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination” of this proxy statement/prospectus for additional information.

Although the Inflection Point Board believes that the Business Combination with Elroy Air presents a unique business combination opportunity and is in the best interests of Inflection Point and its shareholders, the Inflection Point Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination”, of this proxy statement/prospectus as well as in the section of this proxy statement/prospectus entitled “Risk Factors — Risks Related to Our Business and Industry”.

Q.     What will happen in the Domestication?

A.     Inflection Point will, subject to obtaining the required shareholder approvals and at least one business day prior to the date of Closing, change its jurisdiction of incorporation by deregistering from the Register of Companies in the Cayman Islands as a Cayman Islands exempted company by way of continuation out of the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware.

Subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, including approval of Inflection Point’s shareholders, (a) immediately prior to the Domestication, pursuant to the Sponsor Support Agreement, the Sponsor, will elect to convert each Founder Share, on a one-for-one basis, into an Inflection Point Class A Share; (b) in connection with the Domestication, (i) each of the then issued and outstanding Inflection Point Class A Shares will convert automatically, on a one-for-one basis, into a share of New Elroy Air Common Stock; (ii) each of the then issued and outstanding Inflection Point Warrants will convert automatically, on a one-for-one basis, into a New Elroy Air Warrant; and (iii) each Inflection Point Unit issued and outstanding as of immediately prior to the Domestication will be cancelled and converted into one share of New Elroy Air Common Stock and one-third of one New Elroy Air Warrant, with any fractional New Elroy Air Warrants to be issued in connection with such separation rounded down to the nearest whole warrant. See the section of this proxy statement/prospectus entitled “Proposal No. 2 — The Domestication Proposal”.

Q.     What will securityholders of Elroy Air receive in connection with the Business Combination?

A.     Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, immediately prior to the Effective Time:

(1)    each convertible security of Elroy Air (other than the Pre-Funded Convertible Notes and excluding warrants and options to purchase stock of Elroy Air) that is outstanding immediately prior to the Effective Time, including all principal and interest thereunder, to the extent applicable, will automatically convert in full into shares of Elroy Air Preferred Stock or Elroy Air Common Stock, in accordance with the terms thereof;

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(2)    each warrant of Elroy Air exercisable for Elroy Air Preferred Stock, if any, that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full; and

(3)    each warrant of Elroy Air (other than the Pre-Funded Warrants) exercisable for Elroy Air Common Stock that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full.

Pursuant to the Business Combination Agreement, the Aggregate Base Consideration to be paid to the Elroy Air Equity Holders in, or in connection with, the Merger shall be the number of shares of New Elroy Air Common Stock equal to the quotient of: (a) the Purchase Price of $800,000,000, divided by (b) the Redemption Price and the unvested Elroy Air Options, which will be assumed by New Elroy Air and converted into options to purchase shares of New Elroy Air Common Stock at the Effective Time, are in addition to, and not included in, the Aggregate Base Consideration.

The portion of the Aggregate Base Consideration to be paid to the Elroy Air Preferred Equity Holders in, or in connection with, the Merger will be the aggregate number of shares of New Elroy Air Common Stock equal to the greater of (a) (i) the applicable liquidation preference of the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (b) (i) the number of shares of Elroy Air Common Stock into which the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by (ii) the Common Stock Exchange Ratio.

The portion of the Aggregate Base Consideration to be paid to the Elroy Air Common Equity Holders in, or in connection with, the Merger shall be, a number of shares of New Elroy Air Common Stock equal to the difference of (i) the Aggregate Base Consideration, less (ii) the Aggregate Preferred Holder Base Consideration.

The Convertible Note Consideration to be paid to the holders of the Pre-Funded Convertible Notes shall be a number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and accrued and unpaid interest on each Pre-Funded Convertible Note as of one day prior to the Closing, divided by (ii) $12.00.

The Pre-Funded Warrant Consideration to be paid to the holders of Pre-Funded Warrants shall be one or more New Elroy Air Series A Warrants equal to the quotient of (i) the aggregate exercise price of such Pre-Funded Warrant immediately prior to the Effective Time, divided by (ii) $12.00.

Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the Effective Time:

(1)    each Excluded Security will be canceled and will cease to exist and no consideration will be delivered in exchange therefor;

(2)    each share of Elroy Air Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Securities) will be canceled and converted into the right to receive (I) a number of shares of New Elroy Air Common Stock equal to the greater of (A) (i) the applicable liquidation preference of the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (B) the product of the number of shares of Elroy Air Common Stock into which the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by the Common Stock Exchange Ratio and (II) the Per Share Earn-out Consideration upon the occurrence of the Triggering Events;

(3)    each share of Elroy Air Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Securities) will be canceled and converted into the right to receive (I) a number of shares of New Elroy Air Common Stock equal to the Common Stock Exchange Ratio and (II) the Per Share Earn-out Consideration upon the occurrence of the Triggering Events;

(4)    each Elroy Air Option will automatically cease to represent an option to purchase Elroy Air Common Stock and be assumed and converted on the same terms and conditions as were applicable as of the Effective Time, into an option to acquire that number of shares of New Elroy Air Common Stock (rounded down

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to the nearest whole share) equal to the product of (A) the number of shares of Elroy Air Common Stock subject to such Elroy Air Option and (B) the Common Stock Exchange Ratio, at an exercise price per share of Elroy Air Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Elroy Air Common Stock of such Elroy Air Option by (y) the Common Stock Exchange Ratio;

(5)    each Pre-Funded Convertible Note that is outstanding immediately prior to the Effective Time will automatically be canceled and converted into the right to receive (I) the Convertible Note Consideration and (II) a number of Earnout Shares equal to the product of the Per Share Earn-out Consideration multiplied by the number of shares of New Elroy Air Common Stock issuable upon conversion of the Convertible Note Consideration on the Closing Date upon the occurrence of the Triggering Events; and

(6)    each Pre-Funded Warrant that is outstanding and unexercised immediately prior to the Effective Time will automatically be canceled and converted into the right to receive the Pre-Funded Warrant Consideration.

In addition to the Aggregate Base Consideration, following the Business Combination, New Elroy Air will issue to the Eligible Stockholders up to 11,000,000 additional Earnout Shares in three tranches, upon the occurrence of the following Triggering Events:

•        3,000,000 shares of New Elroy Air Common Stock if the price of one share of New Elroy Air Common Stock is greater than or equal to $15.00 per share for 20 trading days during any 30-trading day period commencing on the one-year anniversary of the Closing and ending on the four-year anniversary of the Closing;

•        3,000,000 shares of New Elroy Air Common Stock if the price of one share of New Elroy Air Common Stock is greater than or equal to $20.00 per share for 20 trading days during any 30-trading day period commencing on the one-year anniversary of the Closing and ending on the four-year anniversary of the Closing;

•        5,000,000 shares of New Elroy Air Common Stock if the Organic Revenue (as defined in the Business Combination Agreement) for New Elroy Air during any trailing two (2) quarter period ending not later than June 30, 2028 equals or exceeds $50,000,000.

If and when vested, each Eligible Stockholder will be entitled to receive, for each share of New Elroy Air Common Stock held by such Eligible Stockholder or issuable to such Eligible Stockholder upon conversion of shares of Series A Preferred Stock on the Closing Date, a number of Earnout Shares equal to the Per-Share Earn-out Consideration.

Q.     What are the reasons for the structure and timing of the Business Combination?

A.     Inflection Point was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses or entities. Between its initial public offering and the execution of the Business Combination Agreement, Inflection Point and its advisors reviewed approximately 12 potential acquisition opportunities, entered into approximately 6 non-disclosure agreements with prospective targets (including Elroy Air), conducted active discussions with approximately 5 companies and delivered a draft letter of intent to one other potential business combination candidate. Inflection Point ultimately determined not to proceed with these opportunities because the parties were unable to agree upon transaction terms, competing transaction processes prevailed, or the opportunities no longer satisfied Inflection Point’s investment criteria. In connection with the Business Combination, the Sponsor partnered with Inflection Point Asset Management LLC (“IPAM”), which has significant experience with negotiating and consummating de-SPAC transactions and which introduced the Company and the Sponsor to Elroy Air. In connection with the partnership with IPAM, the Sponsor agreed, among other things, to make the management changes set forth below and that the Company will be renamed “Inflection Point Acquisition Corp. VII.”

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Following extensive due diligence conducted by Inflection Point’s management and its advisors, and following detailed discussions with Elroy Air, Inflection Point concluded that Elroy Air represented a uniquely compelling opportunity for Inflection Point and its shareholders.

Inflection Point and Elroy Air pursued the Pre-Funded PIPE Investment and Closing PIPE Investment in order to provide additional capital to fund Elroy Air’s operations, research and development, and administration before and after the Business Combination.

In connection with the transactions contemplated by the Business Combination Agreement, on June 26, 2026, Elroy Air entered into the Signing Pre-Funded SPAs with the Signing Pre-Funded PIPE Investors, pursuant to which Elroy Air issued and sold Pre-Funded Convertible Notes with an aggregate face value of approximately $78.3 million and Pre-Funded Warrants to purchase 6,526,961 shares of Elroy Air Common Stock at a purchase price of $12.00 per share for an aggregate purchase price of approximately $66.6 million in the Signing Pre-Funded Note Investment. Between July 31, 2026 and September 15, 2026, Elroy Air entered into the Post-Signing Pre-Funded SPAs with the Post-Signing Pre-Funded PIPE Investors, pursuant to which Elroy Air issued and sold Pre-Funded Convertible Notes with an aggregate face value of approximately $9.9 million and Pre-Funded Warrants to purchase 825,979 shares of Elroy Air Common Stock at a purchase price of $12.00 per share for an aggregate purchase price of approximately $8.4 million in the Post-Signing Pre-Funded Note Investment.

In connection with the transactions contemplated by the Business Combination Agreement, on June 26, 2026, Inflection Point, Elroy Air and the Closing PIPE Investor entered into the Series A SPA. Pursuant to the Series A SPA, the Closing PIPE Investor agreed, among other things, to purchase, at Closing, 9,803,922 shares of Series A Preferred Stock and a New Elroy Air Series A Warrant to purchase an aggregate of 9,803,922 shares of New Elroy Air Common Stock, for an aggregate purchase price of $100 million. In consideration for the Closing PIPE Investor’s investment, (i) New Elroy Air will issue 750,000 shares of New Elroy Air Common Stock to the Closing PIPE Investor upon Closing and (ii) Inflection Point will cause the applicable holders to transfer to the Closing PIPE Investor 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, an aggregate of 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and CCM in respect of the Private Placement Units and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the Private Placement Units upon Closing. Solely with respect to such 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and CCM in respect of the Private Placement Units and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the Private Placement Units, the Closing PIPE Investor will sign the Sponsor Lock-Up Agreement.

As contemplated by the Business Combination Agreement, the structure and timing of the Business Combination, Pre-Funded Note Investment and Closing PIPE Investment are consistent with common practice in initial business combination transactions consummated by special purpose acquisition companies. In addition, the timing for the consummation of the Business Combination provided for in the Business Combination Agreement, Pre-Funded SPAs and Series A SPA, which was effectively as soon as reasonably practicable following the execution of the Business Combination Agreement, was determined and agreed by the parties in light of general business considerations weighing in favor of consummating the transaction promptly.

For more information, see “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination”.

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Q.     What equity stake will current Inflection Point securityholders and Elroy Air Equity Holders hold in New Elroy Air immediately after the consummation of the Business Combination?

A.     The following summarizes the pro forma shares outstanding of New Elroy Air Common Stock and Series A Preferred Stock (on an as-converted to common stock basis as of the Closing Date) under the three redemption scenarios, on an as-converted basis, excluding the potential dilutive effect of warrants to purchase shares of New Elroy Air Common Stock, the New Elroy Air Options and the Earnout Shares:

		No Redemption Scenario(1)					50% Redemption Scenario(2)					Maximum Redemption Scenario(3)
		Shares		% Ownership			Shares		% Ownership			Shares		% Ownership
Public Shareholders		23,000,000		17.9	%		11,500,000		9.8	%		—		—
Sponsor(4)		7,165,018		5.6	%		7,165,018		6.1	%		7,165,018		6.8	%
Representatives(5)		216,649		0.2	%		216,649		0.2	%		216,649		0.2	%
Series A Holders(6)		19,142,262		14.9	%		19,142,262		16.4	%		19,142,262		18.2	%
Elroy Air Equity Holders(7)		78,936,813		61.4	%		78,936,813		67.5	%		78,936,813		74.8	%
Total*		128,460,742		100.0	%		116,960,742		100.0	%		105,460,742		100.0	%
Potential sources of dilution*
New Elroy Air Warrants(8)		7,888,334		6.1	%		7,888,334		6.7	%		7,888,334		7.5	%
New Elroy Air Series A Warrants(9)		17,156,862		13.4	%		17,156,862		14.7	%		17,156,862		16.3	%
Unvested Private Company Options(10)		7,193,515		5.6	%		7,193,515		6.2	%		7,193,515		6.8	%
New Elroy Air Incentive Plan(11)		19,326,338		15.0	%		17,758,156		15.2	%		16,189,974		15.4	%
Earnout Shares		11,000,000		8.6	%		11,000,000		9.4	%		11,000,000		10.4	%

____________

*        Percentages may not sum up to 100.0% due to rounding. The percentages shown for the potential sources of dilution reflect the total percentage of total shares for the applicable scenario without including the issuance of such additional shares in each respective case.

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, which is a redemption scenario that could occur.

(2)      Assumes that holders of 50% of the Public Shares, 11,500,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $116.5 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(3)      Assumes that holders of 100% of the Public Shares, 23,000,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $233.1 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(4)      Consists of shares of New Elroy Air Common Stock issued upon conversion of Founder Shares, after giving effect to the transfer to the Closing PIPE Investor of 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares and 265,000 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Private Placement Units.

(5)      Consists of shares of New Elroy Air Common Stock issued upon conversion of Private Placement Units, after giving effect to the transfer to the Closing PIPE Investor by Cohen & Company Capital Markets (“CCM”) of an aggregate of 183,351 shares of New Elroy Air Common Stock issued or issuable to CCM in respect of the Private Placement Units. Includes an aggregate of 40,000 shares of New Elroy Air Common Stock underlying 40,000 Private Placement Units that were initially issued to Clear Street, which subsequently transferred 30,000 Private Placement Units to Michael Blitzer and 10,000 Private Placement Units to Kevin Shannon.

(6)      Consists of (A) shares of New Elroy Air Common Stock issuable upon conversion on the assumed Closing Date of November 5, 2026 of (i) 7,638,340 shares of Series A Preferred Stock to be issued upon conversion of Pre-Funded Convertible Notes sold in the Pre-Funded Note Investment and (ii) 9,803,922 shares of Series A Preferred Stock to be issued pursuant to the Series A SPA (based on the initial conversion price), (B) 750,000 shares of New Elroy Air Common Stock to be issued to the Closing PIPE Investor by New Elroy Air and (C) 950,000 shares of New Elroy Air Common Stock transferred to the Closing PIPE Investor by the Sponsor and CCM.

(7)     Based on the Purchase Price, $800 million, divided by the estimated per-share Redemption Price of approximately $10.13 per share from the Trust Account based on funds in the Trust Account as of June 30, 2026. The Redemption Price is expected to continue to increase prior to Closing, which will result in the Aggregate Consideration being a reduced number of shares of

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New Elroy Air Common Stock. Excludes shares of New Elroy Air Common Stock that would be issuable upon exercise of the New Elroy Air Unvested Options that will be outstanding as a result of New Elroy Air’s assumption of the outstanding Elroy Air Unvested Options.

(8)      Consists of 7,888,334 New Elroy Air Warrants exercisable for an aggregate of 7,888,334 shares of New Elroy Air Common Stock consisting of 7,666,667 New Elroy Air Warrants issued upon conversion of Public Warrants and 221,667 New Elroy Air Warrants issued upon conversion of Inflection Point Warrants underlying the Private Placement Units.

(9)      Consists of (i) New Elroy Air Series A Warrants initially exercisable for an aggregate of 7,352,940 shares of New Elroy Air Common Stock issuable in exchange for Pre-Funded Warrants exercisable for 7,352,940 shares of Elroy Air Common Stock and (ii) New Elroy Air Series A Warrants initially exercisable for 9,803,922 shares of New Elroy Air Common Stock to be issued pursuant to the Series A SPA.

(10)    Consists of unvested options to purchase 7,193,515 shares of New Elroy Air Common Stock to be issued in exchange for unvested 24,620,003 options to purchase Elroy Air Common Stock, based on an expected Common Stock Exchange Ratio of 0.2922. Such New Elroy Air Options have a weighted-average exercise price of $[•], based on the weighted-average exercise price of such Elroy Air Options divided by an expected Common Stock Exchange Ratio of 0.2922. The vesting requirements of the New Elroy Air Options are identical to those of the exchanged Elroy Air Options (i.e., generally vest over a four year period and expire not more than 10 years from grant). Exercisable as of June 26, 2026, with a weighted-average exercise price of $[•], based on the weighted-average exercise price of Elroy Air Options divided by an expected Common Stock Exchange Ratio of 0.2922.

(11)    Represents 19,326,338, 17,758,156 and 16,189,974 shares of New Elroy Air Common Stock reserved for issuance under the New Elroy Air Incentive Plan under the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, respectively.

The following summarizes the pro forma shares outstanding of New Elroy Air Common Stock on a fully diluted basis, assuming the exercise of all New Elroy Air Warrants, the exercise of all New Elroy Air Series A Warrants, the vesting and exercise of all New Elroy Air Options and the vesting of all Earnout Shares:

		No Redemption Scenario(1)					50% Redemption Scenario(2)					Maximum Redemption Scenario(3)
		Shares		% Ownership			Shares		% Ownership			Shares		% Ownership
Public Shareholders		23,000,000		12.0	%		11,500,000		6.5	%		—		—
Public Warrant Holders		7,666,667		4.0	%		7,666,667		4.3	%		7,666,667		4.6	%
Sponsor(4)		7,165,018		3.8	%		7,165,018		4.0	%		7,165,018		4.3	%
Representatives(5)		288,866		0.2	%		288,866		0.2	%		288,866		0.2	%
Series A Holders(6)		36,448,574		19.1	%		36,448,574		20.5	%		36,448,574		22.1	%
Elroy Air Equity Holders(7)		78,936,813		41.3	%		78,936,813		44.4	%		78,936,813		47.9	%
Unvested Private Company Options(8)		7,193,515		3.8	%		7,193,515		4.0	%		7,193,515		4.4	%
New Elroy Air Incentive Plan(9)		19,326,338		10.1	%		17,758,156		10.0	%		16,189,974		9.8	%
Earnout Shares		11,000,000		5.7	%		11,000,000		6.1	%		11,000,000		6.7	%
Total*		191,025,791		100.0	%		177,957,609		100.0	%		164,889,427		100.0	%

____________

*        Percentages may not sum up to 100.0% due to rounding.

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, which is a redemption scenario that could occur.

(2)      Assumes that holders of 50% of the Public Shares, 11,500,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $116.5 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(3)      Assumes that holders of 100% of the Public Shares, 23,000,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $233.1 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(4)      Consists of 7,165,018 shares of New Elroy Air Common Stock issued upon conversion of Founder Shares, after giving effect to the transfer to the Closing PIPE Investor of 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, 265,000 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Private Placement Units and 88,333 New Elroy Air Warrants issued or issuable to the Sponsor in respect of the Private Placement Units.

(5)     Consists of (i) 216,649 shares of New Elroy Air Common Stock issued upon conversion of Private Placement Units and (ii) 72,217 shares of New Elroy Air Common Stock issuable upon exercise of 72,217 New Elroy Air Warrants issued or issuable to the Representatives upon conversion of Private Placement Units, after giving effect to the transfer to the Closing

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PIPE Investor by CCM of an aggregate of 183,351 shares of New Elroy Air Common Stock issued or issuable to CCM in respect of the Private Placement Units and an aggregate of 61,117 New Elroy Air Warrants issued or issuable to CCM in respect of the Private Placement Units.

(6)     Consists of (A) shares of New Elroy Air Common Stock issuable upon conversion on the assumed Closing Date of November 5, 2026 of (i) 7,638,340 shares of Series A Preferred Stock to be issued upon conversion of Pre-Funded Convertible Notes sold in the Pre-Funded Note Investment and (ii) 9,803,922 shares of Series A Preferred Stock to be issued pursuant to the Series A SPA (based on the initial conversion price), (B) 750,000 shares of New Elroy Air Common Stock to be issued to the Closing PIPE Investor by New Elroy Air, (C) 950,000 shares of New Elroy Air Common Stock transferred to the Closing PIPE Investor by the Sponsor and CCM, (D) shares of New Elroy Air Common Stock issuable upon exercise of (i) New Elroy Air Series A Warrants initially exercisable for an aggregate of 7,352,940 shares of New Elroy Air Common Stock issuable in exchange for Pre-Funded Warrants exercisable for 7,352,940 shares of Elroy Air Common Stock and (ii) New Elroy Air Series A Warrants initially exercisable for 9,803,922 shares of New Elroy Air Common Stock to be issued pursuant to the Series A SPA and (E) 149,450 shares of New Elroy Air Common Stock issuable upon exercise of 149,450 New Elroy Air Warrants transferred to the Closing PIPE Investor by the Sponsor and CCM.

(7)      Based on the Purchase Price, $800 million, divided by the estimated per-share Redemption Price of approximately $10.13 per share from the Trust Account based on funds in the Trust Account as of June 30, 2026. The Redemption Price is expected to continue to increase prior to Closing, which will result in the Aggregate Consideration being a reduced number of shares of New Elroy Air Common Stock. Excludes shares of New Elroy Air Common Stock that would be issuable upon exercise of the New Elroy Air Unvested Options that will be outstanding as a result of New Elroy Air’s assumption of the outstanding Elroy Air Unvested Options.

(8)      Consists of options to purchase 7,193,515 shares of New Elroy Air Common Stock to be issued in exchange for unvested 24,620,003 options to purchase Elroy Air Common Stock, based on an expected Common Stock Exchange Ratio of 0.2922. Such New Elroy Air Options have a weighted-average exercise price of $[•], based on the weighted-average exercise price of such Elroy Air Options divided by an expected Common Stock Exchange Ratio of 0.2922. The vesting requirements of the New Elroy Air Options are identical to those of the exchanged Elroy Air Options (i.e., generally vest over a four year period and expire not more than 10 years from grant). Exercisable as of June 26, 2026, with a weighted-average exercise price of $[•], based on the weighted-average exercise price of Elroy Air Options divided by an expected Common Stock Exchange Ratio of 0.2922.

(9)      Represents 19,326,338, 17,758,156 and 16,189,974 shares of New Elroy Air Common Stock reserved for issuance under the New Elroy Air Incentive Plan under the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, respectively.

Q.     What is the effective purchase price attributed to the New Elroy Air Common Stock to be received by the Public Shareholders, the Sponsor, and the Elroy Air stockholders at Closing?

A.     Pursuant to the Business Combination Agreement, Public Shareholders who do not redeem their Public Shares will receive one share of New Elroy Air Common Stock for each Public Share held by them immediately prior to the Domestication. While Inflection Point cannot be certain of the price such Public Shareholders paid for their Public Shares, assuming they purchased their Public Shares for $10.00 per share, which was the price of the Inflection Point Units sold in Inflection Point’s IPO, the effective purchase price paid per share of New Elroy Air Common Stock issued to each Public Shareholder at Closing would be $10.00. In connection with Inflection Point’s IPO, the Sponsor paid an aggregate of $25,000 for the Founder Shares, or approximately $0.003 per share. In connection with the Business Combination, an aggregate of 7,666,667 Founder Shares held by the Sponsor will be voluntarily converted on a one-for-one basis into Inflection Point Class A Shares immediately prior to the Domestication, which will then automatically convert at the effective time of the Domestication into an equal number of shares of New Elroy Air Common Stock, valued at approximately $[•] per share based on the closing price per Inflection Point Class A Share on [•], the Record Date. The Sponsor also purchased 265,000 Private Placement Units at a price of $10.00 per unit in a private placement that occurred simultaneously with the closing of the Inflection Point IPO which will convert into 265,000 shares of New Elroy Air Common Stock and 88,333 New Elroy Air Warrants, which is the assumed per share price used in the Business Combination pursuant to the Business Combination Agreement. As a result of the low price the Sponsor paid for the Founder Shares, the Sponsor may realize a positive rate of return on its investment in the Founder Shares even if the market price per share of New Elroy Air Common Stock is below $10.00 per share after Closing, in which case the Public Shareholders may experience a negative rate of return on their investment. Based on the closing price of $[•] per Inflection Point Class A Share on [•], the Record Date, the Sponsor may receive potential profits of approximately $[•] per Founder Share, and accordingly may make a substantial profit on its investment in the Founder Shares at a time when shares of New Elroy Air Common Stock may have lost significant value. On the other hand, if Inflection Point liquidates without completing a business combination during the completion window, the Sponsor will lose its investment in Inflection Point.

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For information about conflicts of interest with respect to the Sponsor, see “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination”. For information about the compensation of the Sponsor and our officers and directors, see “Information About Inflection Point — Executive and Director Compensation”. For information about the securities owned by the Sponsor, see “Beneficial Ownership of Securities” and “Certain Relationships and Related Persons Transactions”.

Q.     Who is the Sponsor?

A.     Each director and officer of Inflection Point other than Messrs. Blitzer and Shannon were involved in Columbus Circle Capital Corp I (Nasdaq: BRR (“Columbus Circle 1”), a blank check company that on May 19, 2025 consummated its initial public offering of 25,000,000 units, including 3,000,000 units issued pursuant to the partial exercise by the underwriters of their over-allotment option, generating gross proceeds of $250,000,000. On June 23, 2025, Columbus Circle 1 and ProCap BTC, LLC, a Delaware limited liability company (“ProCap BTC”), a bitcoin-native financial services firm, announced their entry into a definitive business combination agreement. The transaction was approved by the shareholders of Columbus Circle 1 on December 3, 2025 and closed on December 5, 2025. In connection with the closing of the business combination, the holders of 23,434,229 Class A ordinary shares exercised their right to redeem their shares for cash at a redemption price of approximately $10.05 per share, or approximately 91.2% of the outstanding Class A ordinary shares, for an aggregate redemption amount of $235,500,000. As of October 6, 2026, the share price of the combined company, ProCap Financial Inc, (Nasdaq:BRR) was $4.14.

In January 2021, members of Inflection Point’s management team founded Inflection Point Acquisition Corp. (“IPAX”), a special purpose acquisition company formed for substantially similar purposes as Inflection Point. IPAX completed its initial public offering in September 2021, in which it sold 32,975,000 units, each consisting of one share of IPAX common stock and one-half of one warrant to purchase one share of IPAX common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $329,750,000. On September 16, 2022, IPAX announced its business combination with Intuitive Machines (“LUNR”), a diversified space exploration, infrastructure, and services company with marquee contracts supporting NASA’s $93 billion Artemis program. Prior to the extraordinary general meeting of IPAX shareholders to approve the business combination with LUNR, holders of 27,481,818 of IPAX Class A ordinary shares, or 83.34% of the outstanding IPAX Class A ordinary shares and 89.37% of the outstanding IPAX Class A ordinary shares not held by affiliates of IPAX, exercised their right to redeem those shares for cash at a price of approximately $10.1843 per share, for an aggregate of $279,884,313.81. The transaction with LUNR closed on February 13, 2023, and began trading on Nasdaq on February 14, 2023 under the ticker “LUNR”. Mr. Blitzer and Mr. Shannon believe LUNR represented a high-quality, public-ready company with a history of significant revenue growth and believes the deal’s valuation was attractive and the significant $50 million capital commitment from the sponsor supporting the transaction was a main differentiator. IPAX supported the transaction with extensive due diligence, significant investor outreach, and comprehensive planning, including a detailed media plan and retaining due diligence and capital markets advisors.

LUNR’s shares of Class A common stock and its warrants are listed on Nasdaq under the symbols “LUNR” and “LUNRW”, respectively. On October 6, 2026, the closing sale price of shares of the Class A common stock of LUNR was $15.06. Under the terms of the warrant agreement governing LUNR’s warrants, LUNR had the right to redeem all outstanding warrants if the last sales price of the Class A common stock was at least $18.00 per share for any 20 trading days within any 30-day trading period ending on the third business day prior to the date on which a notice of redemption is given. The last sales price of the Class A common stock was at least $18.00 per share on each of 20 trading days within the 30-day trading period ending on January 30, 2025. Accordingly, LUNR redeemed the warrants effective as of March 6, 2025.

In March 2023, Mr. Blitzer and Mr. Shannon founded Inflection Point Acquisition Corp. II (“IPXX”), a special purpose acquisition company formed for substantially similar purposes as Inflection Point. IPXX completed its initial public offering in May 2023, in which it sold 25,000,000 units, each consisting of one Class A ordinary share of IPXX and one-half of one warrant to purchase one share of IPXX common stock, for an offering price of $10.00 per unit, generating aggregate proceeds of $250,000,000. On August 21, 2024, IPXX entered into a business combination with USA Rare Earth, LLC (“USARE”), a company whose mission is to establish a vertically integrated, domestic rare earth magnet supply chain that supports the future state of energy, mobility, and national security in the United States. USARE is developing a NdFeB magnet manufacturing plant in the United States,

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and establishing domestic rare earth and critical minerals supply, extraction, and processing capabilities to supply its magnet manufacturing plant and market surplus materials to third-parties. IPXX held a vote on November 18, 2024 to extend the date by which IPXX must complete an initial business combination from November 30, 2024 to August 21, 2025. In connection with such extension, holders of 22,794,651 Class A ordinary shares of IPXX, or 91.18% of the outstanding IPXX public shares, exercised their right to redeem those shares for cash at a price of approximately $10.83 per share, for an aggregate of $246.9 million. Prior to the extraordinary general meeting of IPXX shareholders to approve the business combination with USARE, holders of 128,140 IPXX Class A ordinary shares, or 5.8% of the outstanding IPAX Class A ordinary shares, exercised their right to redeem those shares for cash at a price of approximately $11.00 per share, for an aggregate of $1,409,139.27. The transaction with USARE closed on March 13, 2025 and began trading on March 14, 2025 under the ticker “USAR.” Mr. Blitzer and Mr. Shannon believe USARE represented a promising opportunity in an industry with significant tailwinds and believed the deal’s valuation was attractive and the significant $31.7 million capital commitment from affiliates of the sponsor and their network of investors supporting the transaction was a main differentiator.

USARE’s common stock is listed on Nasdaq under the symbol “USAR”. On October 6, 2026, the closing sale price of shares of the common stock of USARE was $13.74.

In January 2024, Mr. Blitzer and Mr. Shannon founded Inflection Point Acquisition Corp. III (“IPCX”), a blank check company formed for substantially similar purposes as our company. IPCX completed its initial public offering in April 2025, in which it sold 25,300,000 units, each consisting of one Class A ordinary share of IPCX and one right to receive one-tenth of one Class A ordinary share, for an offering price of $10.00 per unit, generating aggregate proceeds of $253,000,000. On August 25, 2025, IPCX announced its business combination with A1R WATER, a global leader in atmospheric water generation. Prior to the extraordinary general meeting of IPCX shareholders to approve the business combination with A1R WATER, holders of 24,548,661 IPCX Class A ordinary shares, or 97.03% of the outstanding IPCX Class A ordinary shares, exercised their right to redeem those shares for cash at a price of approximately $10.4653 per share, for an aggregate of approximately $256.9 million. The transaction with A1R WATER closed on August 14, 2026, and began trading on Nasdaq on August 17, 2026 under the ticker “WATR.” We believe A1R WATER has built the foundation of a durable consumer business with differentiated technology, an experienced leadership team and a clear commercial path. The $96 million capital commitments from Inflection Point Fund, its network of investors and Southern Glazers Wine & Spirits, a premier beverage distributor and commercial partner of A1R WATER, position A1R WATER to execute its business plan. There was no vote held to extend the date by which IPCX was required to complete its initial business combination because IPCX completed its initial business combination with A1R WATER within 24 months of its initial public offering.

A1R WATER’s ordinary shares are listed on Nasdaq under the symbol “WATR”. On October 6, 2026, the closing price of A1R WATER’s ordinary shares was $1.855.

In June 2024, Inflection Point Fund provided the risk capital to form Inflection Point Acquisition Corp. IV (f/k/a Bleichroeder Acquisition Corp. I, “IPDX”), a SPAC formed for substantially similar purposes as our company by a separate management team. IPDX completed its initial public offering in November 2024, in which it sold 25,000,000 units, each consisting of one Class A ordinary share of IPDX and one right to receive one-tenth of one Class A ordinary share of IPDX upon consummation of IPDX’s initial business combination, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $250,000,000. IPF has an economic interest in approximately 60.1% of the founder shares and 100% of the private placement securities of IPDX. In July 2025, Messrs. Blitzer and Shannon were appointed as President and Chief Executive Officer, and Chief Operating Officer, respectively, of IPDX. Mr. Blitzer was also appointed to the board of directors. On August 14, 2025, IPDX announced a business combination agreement with Merlin Labs, Inc. (“MRLN”), a leading developer of assured, autonomous flight technology for defense customers. Prior to the extraordinary general meeting of IPDX shareholders to approve the business combination with MRLN, holders of 22,550,551 IPDX Class A ordinary shares, or 90.20% of the outstanding IPDX Class A ordinary shares exercised their right to redeem those shares for cash at a price of approximately $10.5591 per share, for an aggregate of approximately $238.1 million. The transaction with MRLN closed on March 16, 2026, and began trading on Nasdaq on March 17, 2026 under the ticker “MRLN.” We believe MRLN represents an innovative company with significant potential to change the nature of flight. We believe the deal’s valuation was attractive and the significant $140 million capital commitments from IPF and its network of investors supporting the transaction was a main differentiator. There was no vote held to extend the date by which IPDX was required to complete its initial business combination because IPDX completed its initial business combination with MRLN within 24 months of its initial public offering.

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MRLN’s common stock is listed on Nasdaq under the symbol “MRLN”. On October 6, 2026, the closing prices of MRLN’s common stock was $1.56.

In May 2024, a separate management team formed a special purpose acquisition company, Maywood Acquisition Corp. (“IPEX”) for substantially similar purposes as our company. IPEX completed its initial public offering in February 2025, in which it sold 8,625,000 units, each consisting of one IPEX Class A ordinary share and one right to receive one-fifth of one IPEX Class A ordinary share upon consummation of IPEX’s initial business combination, for an offering price of $10.00 per unit, generating aggregate gross proceeds of $250,000,000. In September 2025, IPF acquired control of IPEX, as well as approximately 33% of the founder shares of IPEX. In connection with such acquisition, Messrs. Blitzer and Shannon were appointed as Chairman and Chief Executive Officer, and Chief Operating Officer, respectively, of IPEX. Mr. Blitzer was also appointed to the board of directors. On October 14, 2025, IPEX announced a business combination agreement with GOWell Technology Limited (“GoWell”), a leading global innovator in well logging technologies. The transaction is expected to close in the second half of 2026. IPEX held a vote on August 12, 2026 to extend the date by which IPEX was required complete an initial business combination from August 14, 2026 to August 31, 2026, and permit the board of directors of IPEX to further extend such date up to four times in one month increments, to up to December 31, 2026. In connection with such extension, holders of 7,475,610 Class A ordinary shares of IPEX, or 86.67% of the outstanding IPEX public shares, exercised their right to redeem those shares for cash at a price of approximately $10.59 per share, for an aggregate of $79.2 million. The transaction with GoWell closed on September 25, 2026, and began trading on Nasdaq on September 28, 2026 under the ticker “GOW.”

GoWell’s ordinary shares are listed on Nasdaq under the symbol “GOW”, respectively. On October 6, 2026, the closing price of GoWell’s ordinary shares was $4.06.

In September 2025, members of our management team founded IPFX, a SPAC formed for substantially similar purposes as our company. IPFX completed its initial public offering in March 2026, in which it sold 25,300,000 units, each consisting of one Class A ordinary share of IPFX and one-third of one warrant to purchase one Class A ordinary share of IPFX, for an offering price of $10.00 per unit, generating aggregate proceeds of $253,000,000. On June 8, 2026, IPFX announced a business combination agreement with Quantum Space, LLC, a company building the next generation of advanced maneuverable spacecraft to disrupt the orbital economy. The transaction is expected to close in the fourth quarter of 2026.

IPFX’s units, Class A ordinary shares and warrants are listed on Nasdaq under the symbols “IPFXU”, “IPFX” and “IPFXW”, respectively. On October 6, 2026, the closing prices of its units, Class A ordinary shares and warrants were $10.37, $10.04 and $0.7210, respectively.

In August 2026, members of our management team founded Inflection Point Acquisition Corp. VIII (“IPHX”), a SPAC formed for substantially similar purposes as our company. IPHX completed its initial public offering in August 2026, in which it sold 28,750,000 units, including 3,750,000 units issued pursuant to the full exercise by the underwriters of their overallotment option, each consisting of one Class A ordinary share of IPHX and one-third of one redeemable warrant to purchase one Class A ordinary share of IPHX, for an offering price of $10.00 per unit, generating aggregate proceeds of $287,500,000.

IPHX’s units, Class A ordinary shares and warrants are listed on Nasdaq under the symbols “IPHXU”, “IPHX” and “IPHXW”, respectively. On October 6, 2026, the closing prices of its units, Class A ordinary shares and warrants were $10.03, $9.88 and $0.42, respectively.

The experience of individual members of our management team with other SPACs is listed in their respective biographical information elsewhere in this proxy statement/prospectus.

Past performance by our management team, including with respect to Columbus Circle 1, IPAX, IPXX, IPCX, IPDX, IPEX, IPFX and IPHX is not a guarantee of success with respect to the Business Combination with Elroy Air. You should not rely on the historical record of the performance of our management team or businesses associated with them, including Columbus Circle 1, IPAX, IPXX, IPCX, IPDX, IPEX, IPFX and IPHX as indicative of our future performance of an investment in Inflection Point or New Elroy Air or the returns we will, or are likely to, generate going forward.

For information about conflicts of interest with respect to the Sponsor, see “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination”. For information about the compensation of the Sponsor and our officers and directors, see “Information About Inflection Point — Executive

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and Director Compensation”. For information about the securities owned by the Sponsor, including transfer restrictions and required forfeitures, see “Beneficial Ownership of Securities” and “Certain Relationships and Related Person Transactions”.

Q.     Did the Inflection Point Board obtain a third-party opinion in determining whether or not to proceed with the Business Combination?

A.     Yes. On June 25, 2026, the Inflection Point Board received an opinion from Newbridge as to (i) the fairness, as of such date, from a financial point of view, to the Inflection Point Unaffiliated Shareholders of the Total Pre-Money Consideration to be paid by Inflection Point in the Merger pursuant to the Business Combination Agreement, and (ii) whether Elroy Air has an aggregate fair market value of at least eighty percent (80.0%) of the value of the assets held in the Trust Account for the benefit of the Public Shareholders (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time of the Business Combination Agreement, which was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications on and scope of the review undertaken by Newbridge, as set forth in such opinion, as more fully described in the subsection “The Business Combination — Opinion of Newbridge Securities Corporation”. A copy of Newbridge’s opinion is attached hereto as Annex F.

Q.     How has the announcement of the Business Combination affected the trading price of the Inflection Point Class A Shares?

A.     On June 25, 2026, the last trading date prior to the public announcement of the Business Combination, Inflection Point Units, Inflection Point Class A Shares and Inflection Point Warrants closed at $10.19, $9.99 and $0.60, respectively. As of [•], 2026, the Record Date, the closing price for each Inflection Point Unit, Inflection Point Class A Shares and Inflection Point Warrants was $[•], $[•] and $[•] respectively.

Q.     Are there material differences between my rights as an Inflection Point shareholder and my rights as a New Elroy Air stockholder?

A.     Yes, there are certain material differences between your rights as an Inflection Point shareholder and your rights as a New Elroy Air stockholder. Please read the sections entitled “Description of New Elroy Air Securities” and “Comparison of Shareholder Rights under Applicable Corporate Law Before and After Domestication.”

Q.     Will Inflection Point obtain new financing in connection with the Business Combination?

A.     Yes. The Closing PIPE Investor agreed to purchase (i) 9,803,922 shares of Series A Preferred Stock and (ii) a New Elroy Air Series A Warrant to purchase 9,803,922 shares of New Elroy Air Common Stock, for an aggregate purchase price of $100.0 million, pursuant to the Series A SPA.

See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Related Agreements — Pre-Funded SPAs and Series A SPA”.

Q.     Will Elroy Air obtain new financing in connection with the Business Combination?

A.     Yes. The Pre-Funded Note Investors purchased the Pre-Funded Convertible Notes and Pre-Funded Warrants for an aggregate purchase price of approximately $75 million, pursuant to the applicable Pre-Funded PIPE Agreements.

See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Related Agreements — Pre-Funded SPAs and Series A SPA”.

Q.     Why is Inflection Point proposing the Domestication?

A.     The Inflection Point Board believes that there are significant advantages to New Elroy Air that will arise as a result of a change of Inflection Point’s domicile to the State of Delaware, including (a) the prominence, predictability and flexibility of the DGCL, (b) Delaware’s well-established principles of corporate governance and (c) the increased ability for Delaware corporations to attract and retain qualified directors. Further, the Inflection Point Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. Each of the foregoing are discussed in greater detail in the section of this proxy statement/prospectus entitled “The Domestication Proposal — Reasons for the Domestication”.

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To effect the Domestication, Inflection Point will (a) file all applicable notices, declarations, affidavits, statements of assets and liabilities, shareholder approvals, undertakings and other documents required to be filed, pay all applicable fees required to paid, and cause the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Companies Act and in accordance therewith, and (b) file the Proposed Charter and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Inflection Point will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution of the holders of Inflection Point Class B Shares, being the affirmative vote of holders of at least two-thirds of the Inflection Point Class B Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of Inflection Point Class A Shares will have no right to vote on the Domestication Proposal, in accordance with Article 48.2 of the Cayman Constitutional Documents. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting. Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

Q.     What amendments will be made to the Cayman Constitutional Documents?

A.     The consummation of the Business Combination is conditioned, among other things, on the Domestication. Accordingly, in addition to voting on the Business Combination, Inflection Point’s shareholders are also being asked to consider and vote upon a proposal to approve the Domestication and replace the Cayman Constitutional Documents, in each case, under the Companies Act, with the Proposed Charter and the Proposed Bylaws, in each case, under the DGCL, which differ materially from the Cayman Constitutional Documents. These differences are discussed in greater detail in the section of this proxy statement/prospectus entitled “The Domestication Proposal”, “The Organizational Documents Proposal” and “The Advisory Organizational Documents Proposals”.

Q.     How will the Domestication affect my Inflection Point Class A Shares, Inflection Point Warrants and Inflection Point Units?

A.     Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents and the Sponsor Support Agreement, the Sponsor will elect to convert each Inflection Point Class B Share issued and outstanding into one Inflection Point Class A Share. Immediately following such conversion, in connection with the Domestication, (a) each Inflection Point Class A Share issued and outstanding immediately prior to the Domestication will automatically convert into one share of New Elroy Air Common Stock, (b) each of the then issued and outstanding Inflection Point Warrants will convert automatically, on a one-for-one basis, into New Elroy Air Warrants, and (c) each Inflection Point Unit issued and outstanding as of immediately prior to the Domestication will be cancelled and converted into one share of New Elroy Air Common Stock and one-third of one New Elroy Air Warrant, with any fractional New Elroy Air Warrants to be issued in connection with such separation rounded down to the nearest whole warrant.

Q.     What are the material U.S. federal income tax considerations of the Domestication?

A.     As discussed more fully under “U.S. Federal Income Tax Considerations” of this proxy statement/prospectus, whether the Domestication will qualify as an F Reorganization is not free from doubt due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to an entity that holds only investment-type assets. Inflection Point will receive an opinion of counsel, to be filed by amendment as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus forms a part, that the Domestication should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code (an “F Reorganization”). Assuming that the Domestication so qualifies, and subject to the “passive foreign investment company” (“PFIC”) rules discussed below and under “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New Elroy Air Securities — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations”, U.S. Holders (as defined in “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New Elroy Air Securities — II. U.S. Holders”) of Inflection Point Class A Shares will be subject to Section 367(b) of the Code in connection with the Domestication and, as a result:

•        a U.S. Holder who beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of Inflection Point shares entitled to vote or 10% or more of the total value of all classes of Inflection Point shares (a “10% U.S. Shareholder”) on the date of the Domestication

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generally will be required to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Inflection Point Class A Shares held directly by such U.S. Holder;

•        a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose Inflection Point Class A Shares have a fair market value of $50,000 or more on the date of the Domestication generally will recognize gain (but not loss) with respect to its Inflection Point Class A Shares as if such U.S. Holder exchanged its Inflection Point Class A Shares for New Elroy Air Common Stock in a taxable transaction unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits” amount attributable to such U.S. Holder’s Inflection Point Class A Shares; and

•        a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose Inflection Point Class A Shares have a fair market value of less than $50,000 on the date of the Domestication generally will not recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Code in connection with the Domestication.

Inflection Point does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

The application of the rules under Section 367 of the Code to the Inflection Point Warrants is uncertain and all U.S. Holders are urged to consult their tax advisors with respect to the particular tax consequences applicable to them of the attribution rules and application of the rules to the Inflection Point Warrants.

As discussed more fully under “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New Elroy Air Securities — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations”, Inflection Point believes that it is likely classified as a PFIC for U.S. federal income tax purposes. If Inflection Point were classified as a PFIC for U.S. federal income tax purposes, then notwithstanding the U.S. federal income tax consequences of the Domestication discussed in the foregoing, proposed Treasury Regulations under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive effective dates), if finalized in their current form, generally would require a U.S. Holder to recognize gain (but not loss) on the exchange of Inflection Point Class A Shares or Inflection Point Warrants for New Elroy Air Common Stock or New Elroy Air Warrants pursuant to the Domestication. Any such gain would be taxable income, with the gain allocated ratably over the U.S. Holder’s holding period; the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which Inflection Point was a PFIC would be included in the U.S. Holder’s gross income as ordinary income, and the amount allocated to each other prior taxable year would be taxed at the highest tax rate in effect for such year and an interest charge would apply to the resulting tax attributable to each such prior taxable year, with no corresponding receipt of cash in the Domestication to cover the resulting tax liability. In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code and such other PFIC rules may be adopted and how any such Treasury Regulations would apply. Importantly, however, U.S. Holders that make or have made certain elections discussed further under “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New Elroy Air Securities — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations — d. QEF Election and Mark-to-Market Election” with respect to their Inflection Point Class A Shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Under current law, no such elections may be made with respect to an option, which would include an Inflection Point Warrant. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New Elroy Air Securities — II. U.S. Holders”.

Each U.S. Holder is urged to consult its own tax advisor concerning the application of the PFIC rules, including the proposed Treasury Regulations, to the exchange of Inflection Point Class A Shares and Inflection Point Warrants for New Elroy Air Common Stock and New Elroy Air Warrants pursuant to the Domestication.

Additionally, the Domestication may cause Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New Elroy Air Securities — III. Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on any amounts treated as dividends paid in respect of such Non-U.S. Holder’s New Elroy Air Common Stock after the Domestication.

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Although the redemptions of holders that exercise redemption rights with respect to Inflection Point Class A Shares will occur prior to the Domestication, it is possible that the IRS could assert that for U.S. federal income tax purposes such redemptions should be treated as occurring after the Domestication. If such redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication, holders exercising redemption rights would still be subject to the potential tax consequences of the Domestication, and for U.S. Holders, the determination of whether a U.S. Holder is a 10% U.S. Shareholder or is otherwise subject to Section 367 of the Code would be determined as if the redemptions had not yet occurred at the time of the Domestication. Holders should consult their tax advisors regarding the possibility that the redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication despite the redemptions occurring in form prior to the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult their tax advisor regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New Elroy Air Securities”.

Q.     What are the material U.S. federal income tax considerations of the Merger?

A.     Inflection Point, holders of Inflection Point Class A Ordinary Shares and Inflection Point Rights will not be subject to any material U.S. federal income tax consequences solely as a result of the Merger. Inflection Point and Elroy Air intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, DLA Piper LLP (US) intends to deliver an opinion, on the basis of facts, representations and assumptions and subject to the limitations and qualifications set forth or referred to in such opinion regarding the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code. The obligations of each of Inflection Point and Elroy Air to complete the Merger, however, are not conditioned on the receipt of any such opinion. If the Merger qualifies as a reorganization, then Elroy Air stockholders generally are not expected to recognize taxable gain or loss as a result of the receipt of New Elroy Air securities in exchange for Elroy Air securities pursuant to the Merger. For a more complete discussion of the U.S. federal income tax considerations of the Merger, see “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New Elroy Air Securities”.

Q.     Do I have redemption rights?

A.     If you are a Public Shareholder, you have the right to request that we redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal and regardless of whether they hold Public Shares on the Record Date. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other Person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to waive its redemption rights with respect to all of the Founder Shares in connection with the consummation of the Business Combination. The Founder Shares will be excluded from the pro rata calculation used to determine the Redemption Price.

Q.     How do I exercise my redemption rights?

A.     If you are a Public Shareholder and wish to exercise your right to redeem the Public Shares, you must:

(a)     (i) hold Public Shares or (ii) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

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(b)    submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Inflection Point redeem all or a portion of your Public Shares for cash; and

(c)     deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days before the initial scheduled date of the extraordinary general meeting), in order for their Public Shares to be redeemed.

The address of Continental is listed under the question “Who can help answer my questions?” of this proxy statement/prospectus.

Public Shareholders will be entitled to request that their Public Shares be redeemed for the Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per issued and outstanding Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of Inflection Point’s creditors, if any, which could have priority over the claims of the Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally expected due to such claims. Whether you vote, and if you do vote, how you vote, on any proposal, including the Business Combination Proposal, will have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

Any request for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Inflection Point’s consent, until the Redemption, which will take effect at least one business day prior to the Domestication. Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that Inflection Point permit the withdrawal of the request for redemption and instruct Continental, to return the share certificates (physically or electronically). The holder can make such request by contacting Continental, at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of redemption rights must be received by Continental at least two business days prior to the initial scheduled date of the extraordinary general meeting. No request for redemption will be honored unless the holder’s certificates for Public Shares (if any) along with the redemption forms have been delivered (either physically or electronically) to Continental, at least two business days prior to the initial scheduled date of the extraordinary general meeting.

If a Public Shareholder properly makes a request for redemption and the certificates for Public Shares (if any) along with the redemption forms are delivered as described above, then, if the Business Combination is consummated, Inflection Point will redeem the Public Shares for a per-share redemption price, payable in cash, equal to the aggregate amount then deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable) divided by the number of then issued Public Shares. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank.

If you are a Public Shareholder and you exercise your redemption rights, such exercise will not result in the loss of any Public Rights that you may hold.

Q.     If I am a Public Warrant Holder, can I exercise redemption rights with respect to my Public Warrants?

A.     No. The Public Warrants holders have no redemption rights with respect to such securities.

Assuming that no more than 11,500,000 Public Shares, representing 50% of the outstanding Public Shares issued in connection with the IPO, are redeemed for an aggregate payment of approximately $[•] million from the Trust Account (based on the approximate balance of the Trust Account as of the Record Date) in connection with the Business Combination, which is a potential amount of redemptions, and assuming that each redeeming Public Shareholder holds one-third of one Public Warrant for each Public Share being redeemed and using the closing warrant price on Nasdaq of $0.60 as of June 25, 2026 (the last trading day before the announcement

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of the Business Combination Agreement), the aggregate fair value of Public Warrants that can be retained by redeeming Public Shareholders is approximately $2.3 million. Assuming the Maximum Redemption Scenario, resulting in 23,000,000 Public Shares redeemed for an aggregate payment of approximately $[•] million from the Trust Account in connection with the Business Combination, and assuming that each redeeming Public Shareholder holds one-third of one Public Warrant for each Public Share being redeemed and using the closing warrant price on Nasdaq of $0.60 as of June 25, 2026 (the last trading day before the announcement of the Business Combination Agreement), the aggregate fair value of Public Warrants that can be retained by redeeming Public Warrant holders is approximately $4.6 million. The actual market price of the Public Warrants may be higher or lower on the date that Public Warrant holders seek to sell such Public Warrants. Additionally, Inflection Point cannot assure the Public Warrant holders that they will be able to sell their Public Warrants in the open market as there may not be sufficient liquidity in such securities when Public Warrant holders wish to sell their Public Warrants.

Q.     How do the Inflection Point Units offered in Inflection Point’s IPO differ from the Private Placement Units, and what are the related risks for any holders of Inflection Point Units after the Business Combination?

A.     The Private Placement Units are identical to the units sold in Inflection Point’s IPO in material terms and provisions, except that so long as they are held by the Sponsor or its permitted transferees, the Private Placement Units (including their component securities) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of an initial business combination, (ii) are entitled to registration rights and (iii) with respect to private placement warrants held by CCM, Clear Street and/or their designees, will not be exercisable more than five years from the commencement of sales in the IPO in accordance with FINRA Rule 5110(g)(8).

Q.     What are the U.S. federal income tax consequences of exercising my redemption rights?

A.     The U.S. federal income tax consequences of exercising your redemption rights with respect to your Public Shares depend on your particular facts and circumstances. It is possible that you may be treated as selling your Public Shares and, as a result, recognize capital gain or capital loss. It is also possible that the Redemption may be treated as a distribution for U.S. federal income tax purposes. Whether a redemption of your Public Shares qualifies for sale treatment will depend largely on the total number of shares of Inflection Point stock you are treated as owning before and after the redemption (including any shares that you constructively own as a result of owning Public Warrants and any shares that you directly or indirectly acquire pursuant to the Business Combination) relative to all of the shares of Inflection Point stock outstanding both before and after the redemption. Redeeming U.S. Holders generally will be subject to the PFIC rules with respect to any gain or loss recognized by the U.S. Holder on its deemed sale of its Inflection Point Class A Shares (if the redemption were treated as a sale of shares) or any corporate distributions deemed received on its Inflection Point Class A Shares (if the redemption were treated as a corporate distribution). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New Elroy Air Securities”.

All Public Shareholders considering exercising redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state and local and non-U.S. tax laws.

Q.     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A.     Following the closing of the IPO, an amount equal to $230 million ($10.00 per Public Share) of the net proceeds from the IPO and the sale of the Private Placement Units was placed in the Trust Account. As of the Record Date, funds in the Trust Account totaled $[•] and were comprised entirely of U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury obligations. These funds will remain in the Trust Account, except for the withdrawal of interest to pay taxes, if any, until the earliest of (a) the completion of a business combination (including the Closing), (b) the redemption of all of the Public Shares if Inflection Point is unable to complete a business combination by February 12, 2028 (or such later date as Inflection Point’s shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law) and (c) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the Cayman Constitutional Documents (A) to modify the substance or timing of Inflection Point’s obligation to redeem 100% of the Public

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Shares in connection with its initial business combination or if it does not complete a business combination by February 12, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, subject to applicable law.

In connection with the Business Combination, the funds deposited in the Trust Account will be released to pay holders of Public Shares who properly exercise their redemption rights; to pay transaction fees and expenses associated with the Business Combination; and for working capital and general corporate purposes of New Elroy Air following the Business Combination. See the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination”.

Q.     What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A.     Our Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders.

In the event of significant redemptions, with fewer Public Shares and Inflection Point Public Shareholders, the trading market for New Elroy Air Common Stock may be less liquid than the market for Inflection Point Class A Shares was prior to the Business Combination, and New Elroy Air may not be able to meet the listing standards for Nasdaq or another national securities exchange.

In addition, with fewer funds available from the Trust Account, the capital infusion from the Trust Account into New Elroy Air’s business will be reduced and New Elroy Air may not be able to achieve its business plans.

The table below presents the Trust Account value per share to a Public Shareholder that elects not to redeem its shares across a range of varying redemption scenarios. This Trust Account value per share includes the per share cost of the fees payable pursuant to the Business Combination Marketing Agreement of $0.40 per Public Share ($0.60 per Public Share that was pursuant to the over-allotment option) that is not redeemed. As the fee under the Business Combination Marketing Agreement is only payable on Public Shares that are not redeemed, the trust proceeds per Public Share does not vary based on redemption levels.

		As of June 30, 2026
Trust Account Value		$	233,097,832
Total Public Shares			23,000,000
Trust Account Value per Public Share		$	10.13

		No Redemptions(1)			50% Redemptions(2)			Maximum Redemptions(3)
Redemptions ($)		$	—		$	116,548,916		$	233,097,832
Redemptions (Shares)			—			11,500,000			23,000,000
Business Combination Marketing Agreement Fee		$	9,800,000		$	4,900,000		$	—
Cash left in the Trust Account post redemptions less Business Combination Marketing Agreement Fee		$	223,297,832		$	111,648,916		$	—
Public Shares post redemptions			23,000,000			11,500,000			—
Remaining Trust Proceeds Per Public Share		$	9.71			9.71			N/A

____________

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, which is a redemption scenario that could occur.

(2)      Assumes that holders of 50% of the Public Shares, 11,500,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $116.5 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(3)      Assumes that holders of 100% of the Public Shares, 23,000,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $233.1 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

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Furthermore, to the extent that Public Shareholders redeem their Public Shares in connection with the Business Combination, their Public Warrants will remain issued and outstanding notwithstanding the redemption of their Public Shares.

For information on the relative ownership levels of holders of New Elroy Air equity securities following the Business Combination under varying redemption scenarios and the fully diluted relative ownership levels of holders of New Elroy Air equity securities following the Business Combination under varying redemption scenarios, see the question entitled “What equity stake will current Inflection Point shareholders and Elroy Air Equity Holders hold in New Elroy Air immediately after the consummation of the Business Combination?”

Q.     What underwriting, placement agency and advisory fees are payable in connection with the Business Combination?

A.     Pursuant to that certain Underwriting Agreement between Inflection Point and the Representatives, as the Representatives of the several underwriters, dated February 10, 2026 (as it may be amended from time to time, the “Underwriting Agreement”), Inflection Point paid to the underwriters an aggregate cash amount of $4,000,000, all of which was used to by the Representatives to purchase 400,000 Private Placement Units.

Pursuant to the Business Combination Marketing Agreement, Inflection Point has agreed to pay the Representatives a cash fee upon the consummation of the Business Combination or another initial business combination of up to $9,800,000, consisting of (i) an amount equal to 4.0% of the gross proceeds from the sale of 20,000,000 Inflection Point Units in the IPO remaining in the Trust Account following the Redemption (up to $8,000,000), and (ii) 6.0% of the gross proceeds from the sale of 3,000,000 Inflection Point Units pursuant to the overallotment in the Company’s IPO remaining in the Trust Account following the Redemption (up to $1,800,000).

Additionally, Inflection Point engaged Barclays Capital Inc. (“Barclays”), Cohen & Company Securities, LLC (“CCM”) and Cantor Fitzgerald & Co (“Cantor” and, together with Barclays and CCM, the “PIPE Placement Agents”) as placement agents of a private placement of Inflection Point’s securities (the “PIPE Financing”). Inflection Point further engaged CCM and Cantor as joint financial advisors. Elroy Air engaged Barclays as exclusive financial advisor and capital markets advisor and as placement agent of a private placement of Elroy Air’s securities (the “Pre-PIPE Financing”). Inflection Point agreed to pay the placement agents of the PIPE Financing an aggregate cash fee equal to 5.0% of aggregate gross proceeds, with Barclays receiving 40% of such fees and each of CCM and Cantor receiving 30% of such fees. Inflection Point agreed to pay to each of CCM and Cantor a cash fee of $2,500,000 for their roles as joint financial advisors. Elroy Air agreed to pay a cash fee equal to 4.0% of the gross proceeds of the Pre-PIPE Financing and a cash fee of $10,000,000 for its role as financial advisor and capital market advisor, with an additional discretionary fee of $2,500,000.

Q.     What conditions must be satisfied to complete the Business Combination?

A.     The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) Inflection Point Shareholder Approval of the Condition Precedent Proposals, (ii) the approval of the Business Combination Agreement and the Business Combination (including the Merger) by the affirmative vote or written consent of the stockholders of Elroy Air, pursuant to the terms and in accordance with satisfaction of the conditions of the organizational documents of Elroy Air and applicable law, (iii) no adverse law or order, (iv) the Registration Statement becoming effective, (v) approval of the listing of the New Elroy Air Common Stock on Nasdaq, subject to satisfaction of the round lot holders requirement for initial listing, (vi) the accuracy of the representations and warranties of each party to the Business Combination and the performance of the covenants and agreements of the parties, in each case subject to certain qualifiers, (vii) the expiration of all waiting periods (and any extensions thereof) under the HSR Act with respect to the Business Combination, (viii) the completion of the Domestication, and (ix) duly executed pay-off letters certifying certain indebtedness of Elroy Air and its subsidiaries, as specified in the Business Combination Agreement, shall have been paid off, to the extent it is paid off pursuant to the Business Combination Agreement.

Q.     When do you expect the Business Combination to be completed?

A.     It is currently expected that the Business Combination will be consummated in the fourth quarter of 2026. This date depends, among other things, on the approval of the proposals to be put to Inflection Point shareholders at the extraordinary general meeting. However, such meeting could be adjourned if the Adjournment Proposal

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is approved by Inflection Point’s shareholders at the extraordinary general meeting and the chairman of the Inflection Point Board elects to adjourn the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if Inflection Point determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Merger or any other Transaction. For a description of the conditions for the completion of the Business Combination, see “The Business Combination Proposal — Business Combination Agreement” of this proxy statement/prospectus.

Q.     What happens if the Business Combination is not consummated?

A.     Inflection Point will not complete the Domestication to the State of Delaware unless all other conditions to the consummation of the Business Combination have been satisfied or waived by the parties in accordance with the terms of the Business Combination Agreement (or by their nature are to be satisfied at Closing). If Inflection Point is not able to complete the Business Combination with Elroy Air by February 12, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law) and is not able to complete another business combination by such date (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law), Inflection Point will cease all operations except for the purpose of winding up, as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds, redeem the Public Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the Trust Account (which interest shall be net of taxes payable and less up to $100,000 of interest to pay dissolution expenses) divided by the number of Public Shares then in issue, which redemption will complete extinguish Public Shareholders’ rights as members (including the right to receive further liquidation distributions, if any) subject to applicable law, and as promptly as reasonably possible following such redemption, subject to the approval of Inflection Point’s remaining shareholders and the Inflection Point Board, liquidate and dissolve, subject to our obligations under Cayman Islands law to provide for claims of creditors and in all cases the requirements of applicable law. In such event, the Inflection Point Warrants may be worthless.

Q.     What interests do the Sponsor, Inflection Point Fund, and Inflection Point’s directors and officers have in the Business Combination?

A.     The Sponsor, Inflection Point Fund and Inflection Point’s officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of Inflection Point Unaffiliated Shareholders. Further, Inflection Point’s officers and directors have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, which are set forth in more detail in the section titled “Information Related to Inflection Point — Conflicts of Interest”. We believe there were no such opportunities that were not presented as a result of the existing fiduciary or contractual obligations of our officers and directors to other entities. The Inflection Point Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and Business Combination Agreement and in recommending to our shareholders that they vote in favor of the proposals to be presented at the extraordinary general meeting, including the Business Combination Proposal. Inflection Point’s shareholders should take these interests into account in deciding whether to approve the proposals presented at the extraordinary general meeting, including the Business Combination Proposal. These interests include, among other things:

•        The Sponsor purchased 7,666,667 Founder Shares for $25,000, or approximately $0.003 per share, in a private placement prior to the consummation of the IPO. The Sponsor is controlled by its managing member Cohen LLC. Inflection Point Fund has an economic interest in 3,000,000, or approximately 39.1%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Michael Blitzer, Chairman of the Inflection Point Board, and Kevin Shannon, our Chief Executive Officer, are affiliates of Inflection Point Fund and have economic interests in Inflection Point Fund, including performance allocations, management fees and as limited partners. Mr. Blitzer has an economic interest in 729,130, or approximately 9.5%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Mr. Shannon has an economic interest in 243,043, or approximately 3.2%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Gary Quin, our President and a member of the Inflection Point Board, has

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an economic interest in 250,259, or approximately 3.3%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Currently, approximately 667,000, or approximately 8.7%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor are allocable to Cohen LLC. However, the allocation to Cohen LLC will not be finally and definitively determined until Closing. The 7,666,667 shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares, if unrestricted and freely tradable, would have had an aggregate market value of approximately $77.2 million based on the closing price of $10.07 per Inflection Point Class A Ordinary Share on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares of New Elroy Air Common Stock will be subject to lock-up restrictions, we believe such shares will have less value. In addition, in consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer 501,649 shares of New Elroy Air Common Stock issued upon conversion of Founder Shares to the Closing PIPE Investor upon Closing.

•        The Sponsor purchased 265,000 Private Placement Units for $2,650,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO. The Sponsor is controlled by its managing member Cohen LLC. The 265,000 shares of New Elroy Air Common Stock that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $2.7 million based on the closing price of $10.07 per Inflection Point Class A Share on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. The 88,333 New Elroy Air Warrants that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $0.0 million based on the closing price of $0.56 per Inflection Point Warrant on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such securities will be subject to lock-up restrictions, we believe such securities will have less value. In addition, in consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer all 265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and all 88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

•        CCM, a division of CCS, which is an indirect subsidiary of Cohen LLC, purchased 320,000 Private Placement Units for an aggregate of $3,200,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO, using the $3,200,000 underwriting fee to which CCM was entitled in connection with the IPO. The 320,000 shares of New Elroy Air Common Stock that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $3.2 million based on the closing price of $10.07 per Inflection Point Class A Share on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. The 106,667 New Elroy Air Warrants that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $0.1 million based on the closing price of $0.56 per Inflection Point Warrant on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such securities will be subject to lock-up restrictions, we believe such securities will have less value. In addition, in consideration for the Closing PIPE Investor’s Closing PIPE Investment, CCM will transfer 183,351 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and 61,117 New Elroy Air Warrants upon conversion of 61,117 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

•        Pursuant to the Business Combination Marketing Agreement, CCM, a division of CCS, which is an indirect subsidiary of Cohen LLC, is entitled to a cash fee upon the consummation of the Business Combination or another initial business combination of up to $7,840,000, consisting of (i) an amount equal to 3.2% of the gross proceeds from the sale of 20,000,000 Inflection Point Units in the IPO remaining in the Trust Account following Redemptions (up to $6,400,000), and (ii) 4.8% of the gross proceeds from the sale of 3,000,000 Inflection Point Units pursuant to the overallotment in the IPO remaining in the Trust Account following Redemption (up to $1,440,000).

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•        CCM, a division of CCS, which is an indirect subsidiary of Cohen LLC, has been engaged to act as joint financial advisor and co-placement agent to us in connection with the Business Combination, whereby among other things, we committed to pay CCM a fee of $2.5 million for acting as joint financial advisor in connection with the Business Combination and a fee equal to 1.5% of the gross proceeds ($1.5 million) for acting as co-placement agent in the Closing PIPE Investment.

•        Given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Inflection Point Class A Shares included in the Inflection Point Units sold in the IPO, the Sponsor may earn a positive rate of return on its investment even if the shares of New Elroy Air Common Stock trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsor diverge from the economic interests of Public Shareholders because the Sponsor will realize a gain on its investment from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share.

•        The Sponsor, and therefore CCM, Cohen LLC, Inflection Point Fund and the other members of the Sponsor, will lose their entire investment in Inflection Point if we do not complete a business combination by February 12, 2028 (or if such date is extended at a duly called meeting of the Inflection Point shareholders, such later date). If we do not consummate a business combination by such date, as promptly as reasonably possible but not more than ten business days thereafter, we will cease all operations except for the purpose of winding up, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account and subject to the approval of our remaining shareholders and the Inflection Point Board, liquidate and dissolve, in each case, subject to our obligations under Cayman Islands law to provide for the claims of creditors and the requirements of other applicable law. In such event, the 7,666,667 Founder Shares and 265,000 owned by the Sponsor, and the 320,000 Private Placement Units owned by CCM, would be worthless because following the redemption of Public Shares, we would likely have few, if any, net assets and because the Sponsor has agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period.

•        In exchange for the Pre-Funded Convertible Note and Pre-Funded Warrant it purchased for approximately $32.0 million, Inflection Point Fund will receive at the Closing, (i) a number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share, of (a) the total outstanding principal and outstanding accrued and unpaid interest on the Pre-Funded Convertible Note as of one day prior to Closing, divided by (b) $12.00, as may be adjusted pursuant to the terms and conditions of such Pre-Funded Convertible Note (approximately 3,245,741 shares of Series A Preferred Stock taking into account accrued interest through November 5, 2026; such number of shares of Series A Preferred Stock may increase prior to Closing due to additional accrued interest after such date) and (ii) a New Elroy Air Series A Warrant exercisable for 3,133,333 shares of New Elroy Air Common Stock.

•        The Sponsor and our officers and directors have agreed not to redeem any of the Founder Shares or Inflection Point Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

•        If the Trust Account is liquidated, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•        Our existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination.

•        The continuation of [•] as a director of the New Elroy Air Board following the Closing. As such, in the future he may receive any cash fees, stock options or stock awards that the New Elroy Air Board determines to pay to its directors.

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•        In connection with the Closing, the Sponsor and our officers and directors would be entitled to the repayment of any outstanding working capital loan and advances that have been made to Inflection Point. In order to finance transaction costs in connection with a business combination, the Sponsor or certain of Inflection Point’s officers or directors may, but are not obligated to, loan Inflection Point funds as may be required (the “Working Capital Loans”). In the event that a business combination does not close, Inflection Point may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans are outstanding.

•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by us from time to time, made by the Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of the date of this proxy statement/prospectus, there are no out-of-pocket expenses to be reimbursed.

•        Pursuant to the A&R Registration Rights Agreement, our officers and directors, and the Sponsor and its members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the New Elroy Air Common Stock held by such parties following the consummation of the Business Combination.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to Inflection Point, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About Inflection Point — Conflicts of Interest.”

The Inflection Point Board engaged Newbridge to provide an opinion to the Inflection Point Board as to the fairness, from a financial point of view, to the Inflection Point Unaffiliated Shareholders of the Aggregate Base Consideration to be paid by Inflection Point pursuant to the Business Combination Agreement, a copy of the Fairness Opinion is attached hereto as Annex F.

Q.     Following the Business Combination, will New Elroy Air’s securities trade on a stock exchange?

A.     Yes. Inflection Point intends to apply to list the New Elroy Air Common Stock and the New Elroy Air Warrants on Nasdaq under the proposed symbols “ELRY” and “ELRYW” upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the New Elroy Air Common Stock issued as merger consideration must be conditionally approved for listing on Nasdaq subject to any requirement to have a sufficient number of round lot holders of the New Elroy Air Common Stock, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the New Elroy Air Common Stock is intended to be listed, subject to Nasdaq approval, under the proposed symbol “ELRY”. It is important for you to know that, at the time of Inflection Point’s extraordinary general meeting, the parties may not have received from Nasdaq either confirmation of the listing of the New Elroy Air Common Stock or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the New Elroy Air Common Stock would not be listed on any nationally recognized securities exchange.

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The Inflection Point Units will no longer trade as separate securities following the Closing. The Series A Preferred Stock and the New Elroy Air Series A Warrants will not be publicly traded.

Q.     Do I have appraisal rights in connection with the Business Combination?

A.     Neither Inflection Point’s shareholders nor Inflection Point’s rightsholders have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.

Q.     What do I need to do now?

A.     Inflection Point urges you to read this proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety and to consider how the Business Combination will affect you as a shareholder or warrant holder. Inflection Point’s shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q.     How do I vote?

A.     If you are a holder of record of Inflection Point Ordinary Shares on the Record Date for the extraordinary general meeting, you may vote in person (including virtually) at the extraordinary general meeting or by submitting a proxy for the extraordinary general meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage-paid envelope not less than 48 hours prior to the start of the extraordinary general meeting. If you hold your shares in “street name”, which means your shares are held of record by a broker, bank or nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, obtain a valid proxy from your broker, bank or nominee.

Q.     If my shares are held in “street name”, will my broker, bank or nominee automatically vote my shares for me?

A.     No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name”. If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent, and you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or nominee as to how to vote your shares. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares and you should instruct your broker to vote your shares in accordance with directions you provide. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote”. Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

Q.     When and where will the extraordinary general meeting be held?

A.     The extraordinary general meeting will be held at [•], New York City time, on [•], at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at [•].

Q.     Who is entitled to vote at the extraordinary general meeting?

A.     Inflection Point has fixed [•], 2026, as the Record Date for the extraordinary general meeting. If you were a shareholder of Inflection Point at the close of business on the Record Date, you are entitled to vote on matters that come before the extraordinary general meeting. However, a shareholder may only vote his or her shares if he or she is present in person (including virtually) or is represented by proxy at the extraordinary general meeting.

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Q.     How many votes do I have?

A.     Inflection Point shareholders are entitled to one vote at the extraordinary general meeting for each Inflection Point Ordinary Share held of record as of the Record Date. As of the close of business on the Record Date for the extraordinary general meeting, there were [•] Inflection Point Ordinary Shares issued and outstanding, of which 23,000,000 were issued and outstanding Public Shares.

Q.     What constitutes a quorum?

A.     A quorum of Inflection Point shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of at least one-third of the issued and outstanding Inflection Point Ordinary Shares entitled to vote at the extraordinary general meeting are represented in person or by proxy. As of the Record Date for the extraordinary general meeting, 10,443,889 Inflection Point Ordinary Shares would be required to achieve a quorum.

Q.     What vote is required to approve each proposal at the extraordinary general meeting?

A.     Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Domestication Proposal — The approval of the Domestication Proposal requires a special resolution of the holders of Inflection Point Class B Shares, being the affirmative vote of holders of at least two-thirds of the Inflection Point Class B Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of Inflection Point Class A Shares will have no right to vote on the Domestication Proposal, in accordance with Article 48.2 of the Cayman Constitutional Documents.

Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution, being the affirmative vote of holders of a simple majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Organizational Documents Proposal — The approval of the Organizational Documents Proposal requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Director Election Proposal — The approval of the Director Election Proposal requires an ordinary resolution of the holders of Inflection Point Class B Shares, being the affirmative vote of holders of at least a simple majority of the Inflection Point Class B Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of Inflection Point Class A Shares will have no right to vote on the Director Election Proposal, in accordance with Article 30.1 of the Cayman Constitutional Documents.

New Elroy Air Incentive Plan Proposal — The approval of the New Elroy Air Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

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The Sponsor has agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owned approximately 25.3% of the issued and outstanding Inflection Point Ordinary Shares. See the section of this proxy statement/prospectus entitled “Questions and Answers for Shareholders of Inflection Point — How does the Sponsor intend to vote their Inflection Point Ordinary Shares?”.

The Business Combination was not structured to require the approval of at least a majority of Inflection Point’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

Q.     What are the recommendations of the Inflection Point Board?

A.     The Inflection Point Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Inflection Point’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Director Election Proposal, “FOR” the approval of the New Elroy Air Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the extraordinary general meeting.

The Inflection Point Board, after careful consideration, determined that the Business Combination is in the best interests of Inflection Point and its shareholders, and approved, among other things, the Business Combination Agreement, the Business Combination and the other agreements and transactions contemplated thereby. See the subsection entitled “The Extraordinary General Meeting — Recommendation of the Inflection Point Board” for more information.

For a description of the Inflection Point Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the Inflection Point Board, see the subsection entitled “The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination”.

When you consider the recommendation of the Inflection Point Board in favor of approval of these proposals, you should keep in mind that the Sponsor, Inflection Point Fund and Inflection Point’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of unaffiliated Inflection Point shareholders. Please see the subsection entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination”.

Q.     How does the Sponsor intend to vote its Inflection Point Ordinary Shares?

A.     The Sponsor has agreed to vote all the Founder Shares and any Public Shares it may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owned 7,666,667 Founder Shares and 265,000 Inflection Point Class A Shares underlying the Private Placement Units, representing approximately 25.3% of the issued and outstanding Inflection Point Ordinary Shares. As a result, we would need 7,734,167, or 33.6% of the 23,000,000 Public Shares outstanding to be voted in favor of the Business Combination in order to approve the Business Combination Proposal. The Business Combination was not structured to require the approval of at least a majority of Inflection Point’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. To the extent that the Sponsor or our directors or executive officers purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Inflection Point’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination”.

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Q.     Do the Sponsor, Inflection Point Fund, and Inflection Point’s directors and officers have interests in the Business Combination that differ from or are in addition to the interests of Inflection Point’s shareholders generally?

A.     Yes. The Sponsor, Inflection Point Fund and Inflection Point’s officers and directors have interests in the Business Combination that are different from, or in addition to, the interests of Inflection Point’s shareholders generally. The Inflection Point Board was aware of and considered these interests, among other matters, in approving the Business Combination Agreement and the Business Combination, and in determining to recommend that Inflection Point’s shareholders vote in favor of the Business Combination Agreement and the Business Combination. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for more information.

Q.     What happens if I sell my Inflection Point Ordinary Shares before the extraordinary general meeting?

A.     The Record Date for the extraordinary general meeting is earlier than the date of the extraordinary general meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your Public Shares after the Record Date, but before the extraordinary general meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the extraordinary general meeting but the transferee, and not you, will have the ability to redeem such shares, so long as such transferee takes the required steps to elect to redeem such shares at least two business days prior to scheduled date of the extraordinary general meeting.

Q.     How can I vote my shares without attending the extraordinary general meeting?

A.     If you are a shareholder of record of our Inflection Point Ordinary Shares as of the close of business on the Record Date, you can vote by proxy by mail by following the instructions provided in the enclosed proxy card or at the extraordinary general meeting. Please note that if you are a beneficial owner of Inflection Point Ordinary Shares, you may vote by submitting voting instructions to your broker, bank or nominee, or otherwise by following instructions provided by your broker, bank or nominee. Telephone and internet voting will be available to beneficial owners. Please refer to the vote instruction form provided by your broker, bank or nominee.

Q.     May I change my vote after I have mailed my signed proxy card?

A.     Yes. Shareholders may send a later-dated, signed proxy card to Inflection Point’s Chief Executive Officer at Inflection Point’s address set forth below so that it is received by Inflection Point’s Chief Executive Officer prior to the vote at the extraordinary general meeting (which is scheduled to take place on [•], 2026) or attend the extraordinary general meeting in person and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Inflection Point’s Chief Executive Officer, which must be received by Inflection Point’s Chief Executive Officer prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

Q.     What happens if I fail to take any action with respect to the extraordinary general meeting?

A.     If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is approved by shareholders and the Business Combination is consummated, you will become a stockholder and/or warrant holder of New Elroy Air. If you fail to take any action with respect to the extraordinary general meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of Inflection Point. However, if you fail to vote with respect to the extraordinary general meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, so long as you take the required steps to elect to redeem your shares at least two business days prior to the initially scheduled date of the extraordinary general meeting pursuant to the procedures described in this proxy statement/prospectus.

Q.     What happens if I vote against the Business Combination Proposal?

A.     If you vote against the Business Combination Proposal but the Business Combination Proposal still obtains the requisite shareholder approval described in this proxy statement/prospectus, then the Business Combination Proposal will be approved and, assuming the approval of the other Condition Precedent Proposals and the satisfaction or waiver of the other conditions to the closing of the Business Combination, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement.

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If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the requisite vote at the extraordinary general meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination Proposal, we may continue to try to complete a business combination with a different target business until February 12, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law). If we fail to complete an initial business combination by February 12, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law), then we will be required to liquidate the Trust Account by returning then-remaining funds in the Trust Account to the Public Shareholders.

Q.     What should I do with my share certificates, rights certificates or unit certificates?

A.     Public Shareholders must complete the procedures for electing to redeem their Public Shares, including the delivery of their Public Shares, in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days before the initial scheduled date of the extraordinary general meeting), in order for their Public Shares to be redeemed.

Our warrant holders should not submit the certificates relating to their Warrants. Public Shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.

Upon the Domestication, holders of Inflection Point Units, Inflection Point Class A Shares (including the Sponsor that elect to convert their Inflection Point Class B Shares into Inflection Point Class A Shares pursuant to the Cayman Constitutional Documents and the Sponsor Support Agreement immediately prior to the Domestication) and Inflection Point Warrants will receive shares of New Elroy Air Common Stock and New Elroy Air Warrants, as the case may be, without needing to take any action and, accordingly, such holders should not submit any certificates relating to their Inflection Point Units, Inflection Point Class A Shares (unless such holder elects to redeem the Public Shares in accordance with the procedures set forth above), or Inflection Point Warrants.

Q.     What should I do if I receive more than one set of voting materials?

A.     Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive not less than 48 hours prior to the start of the extraordinary general meeting in order to cast a vote with respect to all of your Inflection Point Ordinary Shares.

Q.     Do the Sponsor, Inflection Point Fund, and Inflection Point’s officers and directors expect to purchase Public Shares from Public Shareholders or take other actions to incentivize non-redemption?

A.     The Sponsor, Inflection Point Fund and Inflection Point’s officers and directors do not have any plans at this time to purchase Public Shares from Public Shareholders or to take any other actions to incentivize non-redemption. However, at any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Inflection Point or its securities, the Sponsor, Inflection Point Fund, and Inflection Point’s officers and directors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market, although they are under no obligation to do so. There is no limit on the number of Public Shares that such persons may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of Inflection Point’s shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that the Sponsor, Inflection Point Fund, and Inflection Point’s officers and directors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to

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redeem their shares. The purpose of such transaction could be to increase the likelihood of obtaining shareholder approval of the Business Combination. Inflection Point expects any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public “float” of Inflection Point Class A Shares and the number of beneficial holders of Inflection Point Class A Shares may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of Inflection Point’s securities on Nasdaq.

In the event the Sponsor, Inflection Point Fund, and Inflection Point’s officers and directors or their affiliates were to purchase Public Shares from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. To the extent that the Sponsor, Inflection Point Fund, and Inflection Point’s officers and directors or their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination. See “Business Combination — Potential Purchases of Public Shares” for more information.

Q.     Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A.     Inflection Point will pay the cost of soliciting proxies for the extraordinary general meeting. Inflection Point has engaged [•] to assist in the solicitation of proxies for the extraordinary general meeting. Inflection Point has agreed to pay [•] a fee of $[•], plus disbursements. Inflection Point will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of Inflection Point Class A Shares for their expenses in forwarding soliciting materials to beneficial owners of Inflection Point Class A Shares. Inflection Point’s directors and officers may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.     Where can I find the voting results of the extraordinary general meeting?

A.     The preliminary voting results are expected to be announced at the extraordinary general meeting. Inflection Point will publish final voting results of the extraordinary general meeting in a Current Report on Form 8-K within four business days after the extraordinary general meeting.

Q.     Who can help answer my questions?

A.     If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact:

[•]

Phone: [•]
Email: [•]

You also may obtain additional information about Inflection Point from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information”. If you are a Public Shareholder and you intend to seek redemption, you will need to deliver the certificates for your Public Shares (if any) along with the redemption forms (either physically or electronically) to Continental, at the address below prior to the extraordinary general meeting. Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days prior to the initially scheduled date of the extraordinary general meeting), in order for their Public Shares to be redeemed. If you have questions regarding the certification of your position or delivery of your share certificates (if any) along with the redemption forms, please contact:

Continental Stock Transfer & Trust Company
1 State Street, 30 Floor
New York, New York 10004
Attention: SPAC Redemptions Team
Email: spacredemptions@continentalstock.com

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus, but does not contain all of the information that may be important to you. To better understand the Proposals to be considered at the extraordinary general meeting, including the Business Combination Proposal, whether or not you plan to attend such meeting, we urge you to read this proxy statement/prospectus (including the Annexes) carefully, including the section entitled “Risk Factors” beginning on page 40 of this proxy statement/prospectus. See also the section entitled “Where You Can Find More Information”.

Parties to the Business Combination

Inflection Point

Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II) is a special purpose company whose business purpose is to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.

On February 12, 2026, Inflection Point consummated its IPO of 23,000,000 Inflection Point Units. Each Inflection Point Unit was sold at a price of $10.00 per Public Share, generating gross proceeds of $230,000,000. Each Inflection Point Unit consists of one Inflection Point Class A Share and one-third of one Inflection Point Warrant, with each whole Inflection Point Warrant exercisable for one Inflection Point Class A Share at $11.50 per share, subject to adjustment. Simultaneously with the sale of the 23,000,000 Inflection Point Units in the IPO, Inflection Point completed the private sale of an aggregate of 665,000 Private Placement Units to the Sponsor, CCM, and Clear Street at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds of $6,650,000.

Inflection Point’s prospectus for its IPO and the Cayman Constitutional Documents provide that it has until February 12, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law), to complete an initial business combination.

As of the date of this proxy statement/prospectus, Inflection Point had an aggregate of 23,665,000 Inflection Point Class A Shares and 7,666,667 Inflection Point Class B Shares issued and outstanding.

Inflection Point’s securities are traded on Nasdaq under the symbols “IPXG,” “IPXGU” and “IPXGW”. Inflection Point’s principal executive offices are located at 3 Columbus Circle, 24th Floor, New York, NY 10019, and its phone number is (646) 792-5600.

Merger Sub

IPGX Merger Sub, Inc. is a Delaware corporation and direct, wholly-owned subsidiary of Inflection Point incorporated on June 18, 2026. Pursuant to the Merger, Merger Sub will merge with and into Elroy Air, with Elroy Air surviving as a wholly-owned subsidiary of Inflection Point, resulting in a combined company whereby Elroy Air Operating Company, Inc. will become a wholly-owned subsidiary of Inflection Point, and substantially all of the assets and the business of the combined company will be held and operated by Elroy Air and its subsidiaries.

Merger Sub’s principal executive offices are located at 3 Columbus Circle, 24th Floor, New York, NY 10019, and its phone number is (646) 792-5600.

Elroy Air

Elroy Air, Inc. is a Delaware corporation formed on November 4, 2016. 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, its VTOL aircraft transcend traditional airport limitations, unlocking new frontiers in commercial air cargo, humanitarian aid, and military logistics. Pursuant to the Merger, Merger Sub will merge with and into Elroy Air, with Elroy Air being the surviving corporation and becoming a wholly owned subsidiary of Inflection Point.

Elroy Air’s principal executive offices are located at 440 Eagle Court, Byron, CA 94514 and its phone number is [•].

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The Proposals to be Submitted at the Extraordinary General Meeting

The Business Combination Proposal

As discussed in this proxy statement/prospectus, Inflection Point is asking its shareholders to approve by ordinary resolution the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A. The Business Combination Agreement provides for, among other things, following the Domestication of Inflection Point to Delaware as described below, the merger of Merger Sub with and into Elroy Air, with Elroy Air surviving as a wholly-owned subsidiary of Inflection Point, resulting in a combined company whereby Elroy Air Operating Company, Inc. will become a wholly-owned subsidiary of Inflection Point, and substantially all of the assets and the business of the combined company will be held and operated by Elroy Air Operating Company, Inc. and its subsidiaries, in accordance with the terms and subject to the conditions of the Business Combination Agreement as more fully described elsewhere in this proxy statement/prospectus. After consideration of the factors identified and discussed in the section entitled “Proposal No. 1 — The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination”, the Inflection Point Board concluded that the Business Combination met the requirements disclosed in the prospectus for the IPO.

Organizational Structure

In connection with the completion of the Business Combination, Inflection Point will provide its Public Shareholders the opportunity to redeem their Public Shares on the terms and conditions set forth in the Business Combination Agreement and the Cayman Constitutional Documents. Inflection Point will complete the Redemption of properly tendered Public Shares at least one day prior to the Domestication.

Prior to and as a condition of the Closing, pursuant to the Domestication, Inflection Point will change its jurisdiction of incorporation by migrating to and domesticating as a Delaware corporation in accordance with Section 388 of the DGCL, as amended, and the Companies Act. For more information, see the section of this proxy statement/prospectus entitled “Proposal No. 2 — The Domestication Proposal”.

The following diagrams illustrate in simplified terms the current structure of Inflection Point and Elroy Air and the expected structure of New Elroy Air immediately following the Closing.

Simplified Pre-Combination Structure

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The Merger

Simplified Post-Combination Structure

Merger Consideration

Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, immediately prior to the Effective Time:

(1)    each convertible security of Elroy Air (other than the Pre-Funded Convertible Notes and excluding warrants and options to purchase stock of Elroy Air) that is outstanding immediately prior to the Effective Time, including all principal and interest thereunder, to the extent applicable, will automatically convert in full into shares of Elroy Air Preferred Stock or Elroy Air Common Stock, in accordance with the terms thereof;

(2)    each warrant of Elroy Air exercisable for Elroy Air Preferred Stock, if any, that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full; and

(3)    each warrant of Elroy Air (other than the Pre-Funded Warrants) exercisable for Elroy Air Common Stock that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full.

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Pursuant to the Business Combination Agreement, the Aggregate Base Consideration to be paid to the Elroy Air Equity Holders in, or in connection with, the Merger shall be the number of shares of New Elroy Air Common Stock equal to the quotient of: (a) the Purchase Price of $800,000,000, divided by (b) the Redemption Price.

The portion of the Aggregate Base Consideration to be paid to the Elroy Air Preferred Equity Holders in, or in connection with, the Merger will be the aggregate number of shares of New Elroy Air Common Stock equal to the greater of (a) (i) the applicable liquidation preference of the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (b) (i) the number of shares of Elroy Air Common Stock into which the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by (ii) the Common Stock Exchange Ratio.

The portion of the Aggregate Base Consideration to be paid to the Elroy Air Common Equity Holders in, or in connection with, the Merger shall be, a number of shares of New Elroy Air Common Stock equal to the difference of (i) the Aggregate Base Consideration, less (ii) the Aggregate Preferred Holder Base Consideration.

The Convertible Note Consideration to be paid to the holders of the Pre-Funded Convertible Notes shall be a number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and accrued and unpaid interest on each Pre-Funded Convertible Note as of one day prior to the Closing, divided by (ii) $12.00.

The Pre-Funded Warrant Consideration to be paid to the holders of Pre-Funded Warrants shall be one or more New Elroy Air Series A Warrants equal to the quotient of (i) the aggregate exercise price of such Pre-Funded Warrant immediately prior to the Effective Time, divided by (ii) $12.00.

Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the Effective Time:

(1)    each Excluded Security will be canceled and shall cease to exist and no consideration will be delivered in exchange therefor;

(2)    each share of Elroy Air Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Securities) will be canceled and converted into the right to receive (I) a number of shares of New Elroy Air Common Stock equal to the greater of (A) (i) the applicable liquidation preference of the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (B) the product of the number of shares of Elroy Air Common Stock into which the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by the Common Stock Exchange Ratio and (II) the Per Share Earn-out Consideration upon the occurrence of the Triggering Events;

(3)    each share of Elroy Air Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Securities) will be canceled and converted into the right to receive (I) a number of shares of New Elroy Air Common Stock equal to the Common Stock Exchange Ratio and (II) the Per Share Earn-out Consideration upon the occurrence of the Triggering Events;

(4)    each Elroy Air Option will automatically cease to represent an option to purchase Elroy Air Common Stock and be assumed and converted on the same terms and conditions as were applicable as of the Effective Time, into an option to acquire that number of shares of New Elroy Air Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Elroy Air Common Stock subject to such Elroy Air Option and (B) the Common Stock Exchange Ratio, at an exercise price per share of Elroy Air Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Elroy Air Common Stock of such Elroy Air Option by (y) the Common Stock Exchange Ratio;

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(5)    each Pre-Funded Convertible Note that is outstanding immediately prior to the Effective Time will automatically be canceled and converted into the right to receive (I) the Convertible Note Consideration and (II) a number of Earnout Shares equal to the product of the Per Share Earn-out Consideration multiplied by the number of shares of New Elroy Air Common Stock issuable upon conversion of the Convertible Note Consideration on the Closing Date upon the occurrence of the Triggering Events; and

(6)    each Pre-Funded Warrant that is outstanding and unexercised immediately prior to the Effective Time will automatically be canceled and converted into the right to receive the Pre-Funded Warrant Consideration.

In addition to the Aggregate Base Consideration, following the Business Combination, New Elroy Air will issue to the Eligible Stockholders up to 11,000,000 additional Earnout Shares in three tranches, upon the occurrence of the following Triggering Events:

•        3,000,000 shares of New Elroy Air Common Stock if the price of one share of New Elroy Air Common Stock is greater than or equal to $15.00 per share for 20 days during any 30-trading day period commencing on the one-year anniversary of the Closing and ending on the four-year anniversary of the Closing;

•        3,000,000 shares of New Elroy Air Common Stock if the price of one share of New Elroy Air Common Stock is greater than or equal to $20.00 per share for 20 trading days during any 30-trading day period commencing on the one-year anniversary of the Closing and ending on the four-year anniversary of the Closing;

•        5,000,000 shares of New Elroy Air Common Stock if the Organic Revenue (as defined in the Business Combination Agreement) for New Elroy Air during any trailing two (2) quarter period ending not later than June 30, 2028 equals or exceeds $50,000,000.

If and when vested, each Eligible Stockholder will be entitled to receive, for each share of New Elroy Air Common Stock held by such Eligible Stockholder or issuable to such Eligible Stockholder upon conversion of shares of Series A Preferred Stock on the Closing Date, a number of Earnout Shares equal to the Per-Share Earn-out Consideration.

Closing Conditions

The Business Combination is subject to the satisfaction or waiver of certain customary closing conditions, including, among others, approval of the Business Combination and related agreements and transactions by the respective shareholders of Inflection Point and Elroy Air, the completion of the Domestication, and the performance by Inflection Point and Elroy Air of all of their respective obligations and covenants under the Business Combination Agreement in all material respects.

For further details, see “Proposal No. 1 — The Business Combination Proposal — Business Combination Agreement — Closing Conditions”.

Related Agreements

This section describes certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement. For additional information, see “Proposal No. 1 — Business Combination Proposal — Related Agreements”.

Registration Rights Agreement

At the Closing, New Elroy Air, the Sponsor, Inflection Point Fund, certain stockholders of Elroy Air (“Elroy Air Stockholders”), the Closing PIPE Investors and other parties thereto will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”), pursuant to which, among other things, the Sponsor, Inflection Point Fund, certain Elroy Air Equity Holders, the Signing Pre-Funded PIPE Investors, the Post-Signing Pre-Funded PIPE Investors, the Closing PIPE Investor and other parties thereto will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of New Elroy Air that they will hold following the Business Combination. The A&R Registration Rights Agreement will amend and restate the Existing Registration Rights Agreement (as defined below).

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Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, Inflection Point entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with Elroy Air and the Sponsor, pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of adoption of the Transaction Proposals, (ii) vote against any Alternative Transaction (as defined in the Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination Agreement and the Business Combination, (iii) vote against any change in the business, management, or board of directors of Inflection Point (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or ancillary agreements) and (iv) vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Inflection Point under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in the Sponsor Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Inflection Point. Certain current and former officers and directors of Inflection Point previously entered into a letter agreement with Inflection Point in connection with Inflection Point’s initial public offering, pursuant to which they agreed to vote any Inflection Point ordinary shares held by them in favor of the Business Combination.

Pursuant to the Sponsor Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Inflection Point, the Sponsor shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Sponsor Support Agreement) owned by the Sponsor, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor without the prior written consent of Elroy Air, unless such transfer is deemed a Permitted Transfer (as defined in the Sponsor Support Agreement).

In addition, pursuant to the Sponsor Support Agreement, the Sponsor has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Inflection Point, Elroy Air or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Sponsor Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination.

Furthermore, pursuant to the Sponsor Support Agreement, the Sponsor agreed to waive, subject to the consummation of the Business Combination, any and all anti-dilution rights with respect to the rate at which the Inflection Point Class B Shares convert into Inflection Point Class A Shares in connection with the transactions contemplated by the Business Combination Agreement.

Stockholder Voting and Support Agreement

Concurrently with the execution of the Business Combination Agreement, certain holders of equity securities of Elroy Air collectively holding such number of shares of Elroy Air Common Stock and Elroy Air Preferred Stock as is necessary to approve the Business Combination and the other matters specified below (the “Requisite Elroy Air Stockholders”), Inflection Point and Elroy Air entered into the Voting and Support Agreement (the “Stockholder Voting and Support Agreement”), pursuant to which the Requisite Elroy Air Stockholders have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Business Combination Agreement and the consummation of the Business Combination; (b) against any Alternative Transaction or any proposal relating to an Alternative Transaction; (c) against any merger agreement or merger (other than the Business Combination Agreement and the Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Elroy Air; (d) against any change in the business, management or board of directors of Elroy Air (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or the Ancillary Documents (as defined in the Business Combination Agreement)); (e) against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Stockholder Voting and Support Agreement, the Business Combination Agreement, the Charter Amendment (as defined below) or the Business Combination, (B) result in a breach in any respect of any covenant, representation,

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warranty or any other obligation or agreement of Elroy Air under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of such stockholder contained in the Stockholder Voting and Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Elroy Air (other than pursuant to the Charter Amendment); (f) to convert all outstanding shares of Elroy Air Preferred Stock into Elroy Air Common Stock as of immediately prior to the Effective Time, conditioned upon and subject to the closing of the Business Combination, in accordance with the organizational documents of Elroy Air (as amended by the Charter Amendment); (g) to approve and adopt the Charter Amendment to, among other things, revise the conversion prices applicable to each series of Elroy Air Preferred Stock; (h) to approve the Business Combination as may be required to satisfy the approval requirements in Section 3.3 of Elroy Air’s certificate of incorporation; and (i) to the extent such Elroy Air Equity Holder is a Disinterested Common Stockholder, to vote all shares of Elroy Air Common Stock held by such stockholder in favor of the Charter Amendment in satisfaction of the Disinterested Common Stockholder approval requirement.

Pursuant to the Stockholder Voting and Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Elroy Air, the Requisite Elroy Air Stockholders have agreed not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Stockholder Voting and Support Agreement), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities without the prior written consent of Elroy Air and Inflection Point, unless such transfer is deemed a Permitted Transfer (as defined in the Stockholder Voting and Support Agreement).

In addition, pursuant to the Stockholder Voting and Support Agreement, the Requisite Elroy Air Stockholders have agreed not to commence, join in, facilitate, assist or encourage, and have agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Inflection Point, Elroy Air or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Stockholder Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Stockholder Voting and Support Agreement, the Business Combination Agreement or the Business Combination. Each of the Requisite Elroy Air Stockholders has also waived and agreed not to exercise any rights of appraisal or rights to dissent from the Business Combination that they may have in respect of the Subject Securities.

Sponsor Lock-Up Agreement

At the Closing, the Sponsor, the Representatives, the Closing PIPE Investor (solely with respect to the Sponsor Lock-Up Securities) (collectively, the “Sponsor Lock-Up Securityholders”) and New Elroy Air will enter into a Lock-Up Agreement (the “Sponsor Lock-Up Agreement”), pursuant to which the Sponsor Lock-Up Securityholders will agree (x) with respect to any shares of New Elroy Air Common Stock issued upon conversion of Founder Shares (the “Sponsor Lock-Up Founder Shares”), prior to the earlier of (A) six months after the Closing Date and (B) the date on which the New Elroy Air Common Stock has closed at or above $12.00 per share for 20 trading days during any 30-trading day period commencing at least 30 days after the Closing Date, or (y) with respect to any (i) shares of New Elroy Air Common Stock issued or issuable to the Sponsor or the Representatives upon cancellation of the Private Placement Units, (ii) any New Elroy Air Warrants issued or issuable to the Sponsor or the Representatives upon cancellation of the Private Placement Units, and (iii) any shares of New Elroy Air Common Stock issuable upon exercise of any New Elroy Air Warrants issued or issuable to the Sponsor or the Representatives upon cancellation of the Private Placement Units (collectively, the “Sponsor Lock-Up Unit Securities” and together with the Sponsor Lock-Up Founder Shares, the “Sponsor Lock-Up Securities”), prior to the date that is 30 days after the Closing Date, not to, without the prior written consent of the New Elroy Air Board, (a) sell, pledge, grant any option to purchase or otherwise dispose of, (b) enter into any swap or other transfer arrangement in respect of the Sponsor Lock-Up Securities or (c) take any action in furtherance of any of the matters described in the foregoing clauses (a) or (b). The Sponsor Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain conditions, or the exercise of certain stock options. The Sponsor Lock-Up Agreement will supersede the lock-up provisions set forth in the Letter Agreement, which provisions will be of no further force or effect as of Closing.

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Elroy Air Lock-Up Agreement

At the Closing, New Elroy Air and the Elroy Air Equity Holders who will receive, or would receive upon exercise of the Exchanged Options, at least 1% of the Aggregate Base Consideration and Earnout Shares (the “Lock-Up Holders”) will enter into a Lock-Up Agreement (the “Elroy Air Lock-Up Agreement”), pursuant to which the Lock-Up Holders and their respective permitted assigns will agree not to, without the prior written consent of the New Elroy Air Board, (a) sell, pledge, grant any option to purchase or otherwise dispose of, (b) enter into any swap or other transfer arrangement in respect of the Sponsor Lock-Up Securities or (c) take any action in furtherance of any of the matters described in the foregoing clauses (a) or (b), any Lock-Up Shares, prior to the earlier of (A) six months after the consummation of the Business Combination and (B) the date on which the New Elroy Air Common Stock has closed at or above $12.00 per share for 20 trading days during any 30-trading day period commencing at least 30 days after the consummation of the Business Combination. The Elroy Air Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain conditions, or the exercise of certain stock options.

Pre-Funded SPAs

In connection with the transactions contemplated by the Business Combination Agreement, on June 26, 2026, Elroy Air entered into the Signing Pre-Funded SPAs with the Signing Pre-Funded PIPE Investors, pursuant to which Elroy Air issued and sold Pre-Funded Convertible Notes with an aggregate face value of approximately $78.3 million and Pre-Funded Warrants to purchase 6,526,961 shares of Elroy Air Common Stock at a purchase price of $12.00 per share for an aggregate purchase price of approximately $66.6 million in the Signing Pre-Funded Note Investment. Between July 31, 2026 and September 15, 2026, Elroy Air entered into the Post-Signing Pre-Funded SPAs with the Post-Signing Pre-Funded PIPE Investors, pursuant to which Elroy Air issued and sold Pre-Funded Convertible Notes with an aggregate face value of approximately $9.9 million and Pre-Funded Warrants to purchase 825,979 shares of Elroy Air Common Stock at a purchase price of $12.00 per share for an aggregate purchase price of approximately $8.4 million in the Post-Signing Pre-Funded Note Investment.

Series A SPA

In connection with the transactions contemplated by the Business Combination Agreement, on June 26, 2026, Inflection Point, Elroy Air and the Closing PIPE Investor entered into the Series A SPA. Pursuant to the Series A SPA, the Closing PIPE Investor agreed, among other things, to purchase, at Closing, 9,803,922 shares of Series A Preferred Stock and a New Elroy Air Series A Warrant to purchase an aggregate of 9,803,922 shares of New Elroy Air Common Stock, for an aggregate purchase price of $100 million. In consideration for the Closing PIPE Investor’s investment, (i) New Elroy Air will issue 750,000 shares of New Elroy Air Common Stock to the Closing PIPE Investor upon Closing and (ii) Inflection Point will cause the applicable holders to transfer to the Closing PIPE Investor 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, an aggregate of 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and CCM in respect of the Private Placement Units and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the Private Placement Units upon Closing. Solely with respect to such 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and CCM in respect of the Private Placement Units and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the Private Placement Units, the Closing PIPE Investor will sign the Sponsor Lock-Up Agreement.

The Domestication Proposal

As a condition to the consummation of the Business Combination pursuant to the terms of the Business Combination Agreement, Inflection Point must complete the Domestication. The Domestication Proposal, if approved by the Sponsor, will authorize a change of Inflection Point’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Inflection Point is currently governed by the Companies Act, upon the Domestication, Inflection Point will be governed by the DGCL. There are differences between Cayman Islands corporate law and Delaware corporate law as well as between the Cayman Constitutional Documents and the Proposed Organizational Documents. Accordingly, Inflection Point encourages shareholders to carefully review the information in “Proposal No. 2 — The Domestication Proposal — Comparison of Shareholder Rights under Applicable Corporate Law Before and After Domestication”.

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Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents and the Sponsor Support Agreement, the Sponsor will elect to convert each of the then issued and outstanding Inflection Point Class B Shares, on a one-for-one basis, into Inflection Point Class A Shares. At the effective time of the Domestication, (a) each of the then issued and outstanding Inflection Point Class A Shares will convert automatically, on a one-for-one basis, into shares of New Elroy Air Common Stock; (b) each of the then issued and outstanding Inflection Point Warrants will convert automatically into a New Elroy Air Warrant; and (c) each Inflection Point Unit issued and outstanding as of immediately prior to the Domestication will be cancelled and converted into one share of New Elroy Air Common Stock and one-third of one New Elroy Air Warrant, with any fractional New Elroy Air Warrants to be issued in connection with such separation rounded down to the nearest whole warrant.

The Inflection Point Board has unanimously approved the Domestication Proposal. For additional information, see the section entitled “Proposal No. 2 — The Domestication Proposal” of this proxy statement/prospectus.

The Stock Issuance Proposal

Inflection Point will ask its shareholders to approve, by ordinary resolution, the Stock Issuance Proposal for purposes of complying with Nasdaq Listing Rules, including 5635(a), (b) and (d).

Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering for cash and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities.

Under Nasdaq Listing Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer.

Under Nasdaq Listing Rule 5635(d), shareholder approval is required prior to the issuance of securities in certain circumstances, including if the number of securities to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance.

The Organizational Documents Proposal

If each of the Business Combination Proposal, the Domestication Proposal and the Stock Issuance Proposal are approved, Inflection Point will ask its shareholders to approve the Organizational Documents Proposal in connection with the replacement of the Cayman Constitutional Documents, with the Proposed Organizational Documents, under the DGCL. The Inflection Point Board has unanimously approved the Organizational Documents Proposal and believes such proposal is necessary to adequately address the needs of Inflection Point following the Closing. Approval of the Organizational Documents Proposal is a condition to the consummation of the Business Combination.

The Advisory Organizational Documents Proposals

Inflection Point will ask its shareholders to approve on a non-binding advisory basis six separate Advisory Organizational Documents Proposals in connection with the replacement of the Cayman Constitutional Documents, compliant with the Companies Act, with the Proposed Organizational Documents, under the DGCL. The Inflection Point Board has unanimously approved the Advisory Organizational Documents Proposals and believes such proposals are necessary to adequately address the needs of Elroy Air after the Business Combination. Approval of the Advisory Organizational Documents Proposals is not a condition to the consummation of the Business Combination.

A brief summary of each of the Advisory Organizational Documents Proposals is set forth below. These summaries are qualified in their entirety by reference to the complete text of the Proposed Organizational Documents.

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Proposal No. 5 — The Advisory Organizational Documents Proposals — To consider and vote upon the following six Advisory Organizational Documents Proposals to approve on an advisory, non-binding basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

Advisory Organizational Documents Proposal 5A — Under the Proposed Organizational Documents, New Elroy Air would be authorized to issue (A) [•] shares of New Elroy Air Common Stock and (B) [•] shares of New Elroy Air Preferred Stock.

Advisory Organizational Documents Proposal 5B — The Proposed Organizational Documents would adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act and the Exchange Act.

Advisory Organizational Documents Proposal 5C — The Proposed Charter would require the affirmative vote of at least two-thirds of the total voting power of all then-outstanding shares of New Elroy Air to amend, alter, repeal or rescind certain provisions of the Proposed Charter.

Advisory Organizational Documents Proposal 5D — The Proposed Charter would require the affirmative vote of at least two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class, to remove a director, with or without cause.

Advisory Organizational Documents Proposal 5E — The Proposed Charter would prohibit stockholder action by written consent in lieu of a meeting and require stockholders to take action at an annual or special meeting.

Advisory Organizational Documents Proposal 5F — The Proposed Charter would (1) change the corporate name from “Inflection Point Acquisition Corp. VII” to “Elroy Air, Inc.”, (2) make New Elroy Air’s corporate existence perpetual and (3) remove certain provisions related to Inflection Point’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

The Director Election Proposal

Inflection Point is proposing that its shareholders approve, effective upon the Closing of the Business Combination, the election of seven directors to serve on the New Elroy Air Board until the first annual meeting of stockholders of New Elroy Air to be held following the date of Closing, and until their respective successors are duly elected and qualified.

For additional information, see the section of this proxy statement/prospectus entitled “The Director Election Proposal”.

New Elroy Air Incentive Plan Proposal

Inflection Point is asking its shareholders to approve the New Elroy Air Incentive Plan and the material terms thereunder. The initial aggregate number of shares of New Elroy Air Common Stock that will be available for issuance under the New Elroy Air Incentive Plan will be equal to [•]% of the number of fully-diluted, as-converted shares of New Elroy Air Common Stock outstanding as of immediately following the closing of the Business Combination. The full text of the New Elroy Air Incentive Plan is attached hereto as Annex G.

For additional information, see the section of this proxy statement/prospectus entitled “New Elroy Air Incentive Plan Proposal”.

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the extraordinary general meeting to authorize Inflection Point to consummate the Business Combination (because any of the Condition Precedent Proposals have not been approved (including as a result of the failure of any other cross-conditioned Condition Precedent Proposals to be approved)), the chairman of the Inflection Point Board may submit a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies in the event, (ii) if Inflection Point determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements.

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For additional information, see the section of this proxy statement/prospectus entitled “The Adjournment Proposal”.

Transfer Restrictions

The Business Combination Agreement contemplates that, at the Closing, New Elroy Air and the Sponsor, CCM, Clear Street and the Closing PIPE Investor will enter into a Sponsor Lock-Up Agreement, and New Elroy Air and the Lock-Up Holders will enter into the Elroy Air Lock-Up Agreement (together with the Sponsor Lock-Up Agreement, the “Lock-Up Agreements”), pursuant to which the parties thereto will agree to restrictions on transfer with respect to their shares of New Elroy Air Common Stock. The Lock-Up Agreements will supersede the lock-up provisions set forth in the Letter Agreement, which provisions will be of no further force or effect as of the Closing.

The transfer restrictions contained in the Lock-Up Agreements are summarized in the table below:

Subject Securities		Natural Persons and Entities Subject to Restrictions		Lock-Up Period		Exceptions to Transfer Restrictions
7,666,667 shares of New Elroy Air Common Stock, to be issued to the Sponsor upon conversion of 7,666,667 Inflection Point Class A Shares the Sponsor receives upon conversion of 7,666,667 Founder Shares in connection with the Closing.		Sponsor, CCM, Clear Street and the Closing PIPE Investor (solely with respect to the Sponsor Lock-Up Securities)		The period beginning on the Closing Date and ending on the earlier of (A) six months after the Closing Date and (B) the date on which the New Elroy Air Common Stock has closed at or above $12.00 per share for 20 trading days during any 30-trading day period commencing at least 30 days after the Closing Date to six months after the consummation of the Business Combination.		Transfers to Permitted Transferees(1)
665,000 shares of New Elroy Air Common Stock, to be issued to the Sponsor upon the conversion of securities underlying the 665,000 Private Placement Units.		Sponsor, CCM, Clear Street and the Closing PIPE Investor		The period beginning on the Closing Date and ending 30 days after the consummation of the Business Combination.		Transfers to Permitted Transferees(1)
221,667 New Elroy Air Warrants (and the 221,667 shares of New Elroy Air Common Stock issuable upon exercise of such New Elroy Air Warrants), to be issued to the Sponsor upon the conversion of securities underlying the 221,667 Private Placement Units.		Sponsor, CCM, Clear Street and the Closing PIPE Investor		The period beginning on the Closing Date and ending 30 days after the consummation of the Business Combination.		Transfers to Permitted Transferees(1)
New Elroy Air Common Stock held immediately after the Closing (other than shares acquired in the public market after the Closing).		Lock-Up Holders		The period beginning on the Closing Date and ending on the earlier of (A) six months after the Closing Date and (B) the date on which the New Elroy Air Common Stock has closed at or above $12.00 per share for 20 trading days during any 30-trading day period commencing at least 30 days after the Closing Date to six months after the consummation of the Business Combination.		Transfers to Permitted Transferees(2)

__________

(1)     The lock-up restrictions will not apply to: (a) transfers of any securities other than the Sponsor Lock-Up Securities or any other equity security of New Elroy Air issued or issuable with respect to the Sponsor Lock-Up Securities by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation,

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spin-off, reorganization or similar transaction; (b) transfers to New Elroy Air’s officers or directors, any affiliate (as defined therein) or family member of any of New Elroy Air’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (c) in the case of an individual, transfers to any affiliates or family members of the holder of Sponsor Lock-Up Securities; (d) transfers to any investment funds or vehicles controlled or managed by the holder of Sponsor Lock-Up Securities or any of its affiliates; (e) transfers by gift to a trust, the beneficiary of which is a person to whom a transfer would be permitted under (c), or to a charitable organization; (f) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of such individual; (g) in the case of an individual, transfers pursuant to a qualified domestic relations order; (h) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the holder of the Sponsor Lock-Up Securities and/or the affiliates or family members of the holder of Sponsor Lock-Up Securities are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (i) transfers to a nominee or custodian of a person to whom a transfer would be permitted under (c); (j) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement at prices no greater than the price at which the Sponsor Lock-Up Securities were originally purchased; (k) transfers in connection with any legal, regulatory or other order; (l) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (m) in the case of an entity, transfers as part of a distribution to members, partners, shareholders or equityholders of the holder of the Sponsor Lock-Up Securities; (n) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (o) the exercise of stock options to purchase shares of New Elroy Air Common Stock or the vesting of stock awards relating to shares of New Elroy Air Common Stock and any related transfer of shares of New Elroy Air Common Stock in connection therewith (x) deemed to occur upon the “cashless” or “net” exercise of such options or (y) for the purpose of paying the exercise price of such options or for paying taxes due as a result of the exercise of such options, the vesting of such options or stock awards, or as a result of the vesting of such shares of New Elroy Air Common Stock, it being understood that all shares of New Elroy Air Common Stock received upon such exercise, vesting or transfer will remain subject to the restrictions of the Sponsor Lock-Up Agreement during the applicable lock-up period; (p) transfers to New Elroy Air pursuant to any contractual arrangement in effect upon the consummation of the Business Combination that provides for the repurchase by New Elroy Air or forfeiture of New Elroy Air Common Stock or other securities convertible into, or exercisable, redeemable or exchangeable for, New Elroy Air Common Stock in connection with the termination of the holder of the Sponsor Lock-Up Securities’ service to New Elroy Air; (q) the entry, by the holder of the Sponsor Lock-Up Securities, at any time after the consummation of the Business Combination, of any trading plan providing for the sale of shares of New Elroy Air Common Stock by the holder of the Sponsor Lock-Up Securities, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any shares of New Elroy Air Common Stock during the applicable lock-up period and no public announcement or filing is voluntarily made or required regarding such plan during the applicable lock-up period; (r) transfers in the event of the completion of a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the New Elroy Air securityholders having the right to exchange their shares of New Elroy Air Common Stock for cash, securities or other property; and (s) transfers to satisfy any U.S. federal, state, or local income tax obligations of a holder of Sponsor Lock-Up Securities (or its direct or indirect owners) arising from a change in the Code, or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Business Combination Agreement was executed by the parties, and such change prevents the Business Combination from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Business Combination does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case solely and to the extent necessary to cover any tax liability as a direct result of the transaction.

(2)     The lock-up restrictions will not apply to: (a) transfers of any securities other than (a) the Lock-Up Shares and (b) any other equity security of New Elroy Air issued or issuable with respect to the Lock-Up Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; (b) in the case of an individual, transfers to any affiliates (as defined therein) or family members of the holder of Lock-Up Shares; (c) transfers to any investment funds or vehicles controlled or managed by the holder of Lock-Up Shares or any of its affiliates; (d) transfers by gift to a trust, the beneficiary of which is a person to whom a transfer would be permitted under (a), or to a charitable organization; (e) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of such individual; (f) in the case of an individual, transfers pursuant to a qualified domestic relations order; (g) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the holder of Lock-Up Shares and/or the affiliates or family members of the holder of Lock-Up Shares are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (h) transfers to a nominee or custodian of a person to whom a transfer would be permitted under (a); (i) transfers in connection with any legal, regulatory or other order; (j) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (k) in the case of an entity, transfers as part of a distribution to members, partners, shareholders or equityholders of the holder of Lock-Up Shares; (l) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (m) the exercise of stock options or warrants to purchase shares of New Elroy Air Common Stock or the vesting of stock awards relating to shares of New Elroy Air Common Stock and any related transfer of shares of New Elroy Air Common Stock in connection therewith (x) deemed to occur upon the “cashless” or “net” exercise of such options or warrants or (y) for the purpose of paying the exercise price

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of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options or stock awards, or as a result of the vesting of such shares of New Elroy Air Common Stock, it being understood that all shares of New Elroy Air Common Stock received upon such exercise, vesting or transfer will remain subject to the restrictions of the Elroy Air Lock-Up Agreement during the lock-up period; (n) transfers to the Company pursuant to any contractual arrangement in effect upon the consummation of the Business Combination that provides for the repurchase by New Elroy Air or forfeiture of New Elroy Air Common Stock or other securities convertible into, or exercisable, redeemable or exchangeable for, New Elroy Air Common Stock in connection with the termination of the holder of Lock-Up Shares’ service to the Company; (o) the entry, by the holder of Lock-Up Shares, at any time after the consummation of the Business Combination, of any trading plan providing for the sale of shares of New Elroy Air Common Stock by the holder of Lock-Up Shares, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any shares of New Elroy Air Common Stock during the lock-up period and no public announcement or filing is voluntarily made or required regarding such plan during the lock-up period; (p) transfers in the event of the completion of a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of New Elroy Air’s securityholders having the right to exchange their shares of Common Stock for cash, securities or other property; and (q) transfers to satisfy any U.S. federal, state, or local income tax obligations of a holder of Lock-Up Shares (or its direct or indirect owners) arising from such holder of Lock-Up Shares’ ownership (including prior to and after the Business Combination) of the Lock-Up Shares or any interests in Elroy Air, in each case solely and to the extent necessary to cover any tax liability as a direct result of such ownership of the Lock-Up Shares or any interests in Elroy Air.

Registering for the Extraordinary General Meeting

The extraordinary general meeting will be held at [•] Eastern Time, on [•], 2026. The extraordinary general meeting will be held virtually via live webcast at [•]. For the purposes of Cayman Islands law and the Cayman Constitutional Documents, the physical location of the extraordinary general meeting will be at the offices of White & Case LLP, 1221 Avenue of the Americas, New York, NY 10020.

Any shareholder wishing to attend the extraordinary general meeting virtually should register for the extraordinary general meeting by [•], 2026, at 5:00 p.m., Eastern Time. To register for the extraordinary general meeting, please follow these instructions as applicable to the nature of your ownership of Inflection Point Ordinary Shares:

•        If your shares are registered in your name with the Transfer Agent and you wish to attend the online-only meeting, go to [•], enter the 12-digit control number included on your proxy card or notice of the extraordinary general meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the extraordinary general meeting you will need to log back into the extraordinary general meeting site using your control number. Pre-registration is recommended, but is not required in order to attend.

•        Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other nominee) who wish to attend the extraordinary general meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the online extraordinary general meeting. After contacting the Transfer Agent, a beneficial holder will receive an e-mail prior to the extraordinary general meeting with a link and instructions for entering the extraordinary general meeting online. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the extraordinary general meeting date in order to ensure access.

Voting Power; Record Date

Inflection Point’s shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Inflection Point Ordinary Shares at the close of business on [•], 2026, which is the record date for the extraordinary general meeting (the “Record Date”). Shareholders will have one vote for each Inflection Point Ordinary Share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. Inflection Point Warrants do not have voting rights. At the close of business on the Record Date, there were 31,331,667 Inflection Point Ordinary Shares outstanding, of which 23,000,000 were Public Shares, with the rest being held by Inflection Point’s initial shareholders.

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Quorum and Vote of Inflection Point Shareholders

A quorum of Inflection Point shareholders is necessary to hold a valid meeting. A quorum will be present at the Inflection Point extraordinary general meeting if the holders of at least one-third of the issued and outstanding shares entitled to vote at the extraordinary general meeting are represented in person or by proxy (which would include presence at the extraordinary general meeting). Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal.

As of the Record Date for the extraordinary general meeting, 10,443,889 Inflection Point Ordinary Shares would be required to achieve a quorum.

The Sponsor has agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the date of this proxy statement/prospectus, the Sponsor owns an aggregate of approximately 25.3% of the issued and outstanding Inflection Point Ordinary Shares. As a result, Inflection Point would need only 7,734,167, or approximately 33.6%, of the Public Shares, to be voted in favor of the Business Combination in order to approve the Business Combination Proposal (assuming all outstanding shares are voted); or no Public Shares not held by affiliates (assuming only the minimum number of shares representing a quorum are voted).

The proposals presented at the extraordinary general meeting require the following votes:

•        Business Combination Proposal — The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

•        Domestication Proposal — The approval of the Domestication Proposal requires a special resolution of the holders of Inflection Point Class B Shares, being the affirmative vote of holders of at least two-thirds of the Inflection Point Class B Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of Inflection Point Class A Shares will have no right to vote on the Domestication Proposal, in accordance with Article 48.2 of the Cayman Constitutional Documents.

•        Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

•        Organizational Documents Proposal — The approval of the Organizational Documents Proposal requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

•        Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

•        Director Election Proposal — The approval of the Director Election Proposal requires an ordinary resolution of the holders of Inflection Point Class B Shares, being the affirmative vote of holders of at least a simple majority of the Inflection Point Class B Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of Inflection Point Class A Shares will have no right to vote on the Director Election Proposal, in accordance with Article 30.1 of the Cayman Constitutional Documents.

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•        New Elroy Air Incentive Plan Proposal — The approval of the New Elroy Air Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

•        Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal.

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash in connection with the completion of the Business Combination. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)     (i) hold Public Shares or (ii) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Inflection Point Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Inflection Point redeem all or a portion of your Public Shares for cash; and

(c)     deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days before the initial scheduled date of the extraordinary general meeting), in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank. If the Redemption is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to Continental, Inflection Point will redeem such Public Shares at the Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. See the section of the proxy statement/prospectus entitled “Extraordinary General Meeting of Inflection Point — Redemption Rights” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other Person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor has agreed to, among other things, vote in favor of all proposals being presented at the extraordinary general meeting, regardless of how the Public Shareholders vote. As of the Record Date, the Sponsor owned approximately 25.3% of the issued and outstanding Inflection Point Ordinary Shares.

Holders of the Inflection Point Warrants will not have redemption rights with respect to the Inflection Point Warrants.

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Appraisal Rights

Neither Inflection Point’s shareholders nor the holders of Inflection Point Warrants have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Inflection Point has engaged [•] to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the extraordinary general meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Extraordinary General Meeting of Inflection Point — Revoking Your Proxy”.

Certain Interests of Inflection Point’s Directors and Officers and Others in the Business Combination

The Sponsor, Inflection Point Fund and Inflection Point’s officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of Inflection Point Unaffiliated Shareholders. Further, Inflection Point’s officers and directors have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, which are set forth in more detail in the section titled “Information Related to Inflection Point — Conflicts of Interest”. We believe there were no such opportunities that were not presented as a result of the existing fiduciary or contractual obligations of our officers and directors to other entities. The Inflection Point Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and Business Combination Agreement and in recommending to our shareholders that they vote in favor of the proposals to be presented at the extraordinary general meeting, including the Business Combination Proposal. Inflection Point’s shareholders should take these interests into account in deciding whether to approve the proposals presented at the extraordinary general meeting, including the Business Combination Proposal. These interests include, among other things:

•        The Sponsor purchased 7,666,667 Founder Shares for $25,000, or approximately $0.003 per share, in a private placement prior to the consummation of the IPO. The Sponsor is controlled by its managing member Cohen LLC. Inflection Point Fund has an economic interest in 3,000,000, or approximately 39.1%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Michael Blitzer, Chairman of the Inflection Point Board, and Kevin Shannon, our Chief Executive Officer, are affiliates of Inflection Point Fund and have economic interests in Inflection Point Fund, including performance allocations, management fees and as limited partners. Mr. Blitzer has an economic interest in 729,130, or approximately 9.5%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Mr. Shannon has an economic interest in 243,043, or approximately 3.2%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Gary Quin, our President and a member of the Inflection Point Board, has an economic interest in 250,259, or approximately 3.3%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Currently, approximately 667,000, or approximately 8.7%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor are allocable to Cohen LLC. However, the allocation to Cohen LLC will not be finally and definitively determined until Closing. The 7,666,667 shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares, if unrestricted and freely tradable, would have had an aggregate market value of approximately $77.2 million based on the closing price of $10.07 per Inflection Point Class A Ordinary Share on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares of New Elroy Air Common Stock will be subject to lock-up restrictions, we believe such shares will have less value. In addition, in consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer 501,649 shares of New Elroy Air Common Stock issued upon conversion of Founder Shares to the Closing PIPE Investor upon Closing.

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•        The Sponsor purchased 265,000 Private Placement Units for $2,650,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO. The Sponsor is controlled by its managing member Cohen LLC. The 265,000 shares of New Elroy Air Common Stock that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $2.7 million based on the closing price of $10.07 per Inflection Point Class A Share on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. The 88,333 New Elroy Air Warrants that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $0.0 million based on the closing price of $0.56 per Inflection Point Warrant on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such securities will be subject to lock-up restrictions, we believe such securities will have less value. In addition, in consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer all 265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and all 88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

•        CCM, a division of CCS, which is an indirect subsidiary of Cohen LLC, purchased 320,000 Private Placement Units for an aggregate of $3,200,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO, using the $3,200,000 underwriting fee to which CCM was entitled in connection with the IPO. The 320,000 shares of New Elroy Air Common Stock that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $3.2 million based on the closing price of $10.07 per Inflection Point Class A Share on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. The 106,667 New Elroy Air Warrants that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $0.1 million based on the closing price of $0.56 per Inflection Point Warrant on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such securities will be subject to lock-up restrictions, we believe such securities will have less value. In addition, in consideration for the Closing PIPE Investor’s Closing PIPE Investment, CCM will transfer 183,351 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and 61,117 New Elroy Air Warrants upon conversion of 61,117 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

•        Pursuant to the Business Combination Marketing Agreement, CCM, a division of CCS, which is an indirect subsidiary of Cohen LLC, is entitled to a cash fee upon the consummation of the Business Combination or another initial business combination of up to $7,840,000, consisting of (i) an amount equal to 3.2% of the gross proceeds from the sale of 20,000,000 Inflection Point Units in the IPO remaining in the Trust Account following Redemptions (up to $6,400,000), and (ii) 4.8% of the gross proceeds from the sale of 3,000,000 Inflection Point Units pursuant to the overallotment in the IPO remaining in the Trust Account following Redemption (up to $1,440,000).

•        CCM, a division of CCS, which is an indirect subsidiary of Cohen LLC, has been engaged to act as joint financial advisor and co-placement agent to us in connection with the Business Combination, whereby among other things, we committed to pay CCM a fee of $2.5 million for acting as joint financial advisor in connection with the Business Combination and a fee equal to 1.5% of the gross proceeds ($1.5 million) for acting as co-placement agent in the Closing PIPE Investment.

•        Given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Inflection Point Class A Shares included in the Inflection Point Units sold in the IPO, the Sponsor may earn a positive rate of return on its investment even if the shares of New Elroy Air Common Stock trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsor diverge from the economic interests of Public Shareholders because the Sponsor will realize a gain on its investment from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share.

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•        The Sponsor, and therefore CCM, Cohen LLC, Inflection Point Fund and the other members of the Sponsor, will lose their entire investment in Inflection Point if we do not complete a business combination by February 12, 2028 (or if such date is extended at a duly called meeting of the Inflection Point shareholders, such later date). If we do not consummate a business combination by such date, as promptly as reasonably possible but not more than ten business days thereafter, we will cease all operations except for the purpose of winding up, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account and subject to the approval of our remaining shareholders and the Inflection Point Board, liquidate and dissolve, in each case, subject to our obligations under Cayman Islands law to provide for the claims of creditors and the requirements of other applicable law. In such event, the 7,666,667 Founder Shares and 265,000 Private Placement Units owned by the Sponsor, and the 320,000 Private Placement Units owned by CCM, would be worthless because following the redemption of Public Shares, we would likely have few, if any, net assets and because the Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period.

•        In exchange for the Pre-Funded Convertible Note and Pre-Funded Warrant it purchased for approximately $32.0 million, Inflection Point Fund will receive at the Closing, (i) a number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share, of (a) the total outstanding principal and outstanding accrued and unpaid interest on the Pre-Funded Convertible Note as of one day prior to Closing, divided by (b) $12.00, as may be adjusted pursuant to the terms and conditions of such Pre-Funded Convertible Note (approximately 3,245,741 shares of Series A Preferred Stock taking into account accrued interest through November 5, 2026; such number of shares of Series A Preferred Stock may increase prior to Closing due to additional accrued interest after such date) and (ii) a New Elroy Air Series A Warrant exercisable for 3,133,333 shares of New Elroy Air Common Stock.

•        The Sponsor and our officers and directors have agreed not to redeem any of the Founder Shares or Inflection Point Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

•        If the Trust Account is liquidated, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•        Our existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination.

•        The continuation of [•] as a director of the New Elroy Air Board following the Closing. As such, in the future he may receive any cash fees, stock options or stock awards that the New Elroy Air Board determines to pay to its directors.

•        In connection with the Closing, the Sponsor and our officers and directors would be entitled to the repayment of any outstanding working capital loan and advances that have been made to Inflection Point. In order to finance transaction costs in connection with a business combination, the Sponsor or certain of Inflection Point’s officers or directors may, but are not obligated to, loan Inflection Point funds as may be required (the “Working Capital Loans”). In the event that a business combination does not close, Inflection Point may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans are outstanding.

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•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by us from time to time, made by the Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of the date of this proxy statement/prospectus, there are no out-of-pocket expenses to be reimbursed.

•        Pursuant to the A&R Registration Rights Agreement, our officers and directors, and the Sponsor and its members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the New Elroy Air Common Stock held by such parties following the consummation of the Business Combination.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to Inflection Point, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About Inflection Point — Conflicts of Interest.”

The Inflection Point Board engaged Newbridge to provide an opinion to the Inflection Point Board as to the fairness, from a financial point of view, to the Inflection Point Unaffiliated Shareholders of the Aggregate Base Consideration to be paid by Inflection Point pursuant to the Business Combination Agreement. A copy of the Fairness Opinion is attached hereto as Annex F.

For additional information, see the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” and “The Business Combination Proposal — Interests of the Elroy Air Directors and Executive Officers”.

Compensation Received by the Sponsor, Inflection Point Fund, its Affiliates and Inflection Point Directors and Executive Officers

Set forth below is a summary of the amount of compensation and securities received, to be received or that may be received by the Sponsor, Inflection Point Fund, their respective affiliates and Inflection Point’s directors, officers and their affiliates in connection with the Business Combination and related transactions.

Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
Columbus Circle 2 Sponsor Corporation LLC		7,666,667 shares of New Elroy Air Common Stock upon conversion of 7,666,667 Inflection Point Class A Ordinary Shares received upon conversion of 7,666,667 Inflection Point Class B Shares in the Sponsor Share Conversion(1)(2)		$25,000
		265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 265,000 Private Placement Units(3) 88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying 265,000 Private Placement Units(3)		$2,650,000
		Repayment of $300,000 due under IPO Promissory Note		Repayment of loans made to Inflection Point to cover offering related and organizational expenses

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Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
Inflection Point Fund I, LP		A number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and accrued and unpaid interest on the Pre-Funded Convertible Note as of one day prior to Closing, divided by $12.00, as may be adjusted pursuant to the terms and conditions of such Pre-Funded Convertible Note (approximately 3,245,741 shares of Series A Preferred Stock taking into account accrued interest through November 5, 2026; such number of shares of Series A Preferred Stock may increase prior to Closing due to additional accrued interest after such date), and a New Elroy Air Series A Warrant exercisable for 3,133,333 shares of New Elroy Air Common Stock		Exchange of Pre-Funded Convertible Note and a Pre-Funded Warrant, which Pre-Funded Convertible Note and Pre-Funded Warrant were acquired for an aggregate purchase price of approximately $32.0 million
		3,000,000 shares of New Elroy Air Common Stock, or approximately 39.1%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC		$3,200,000 as an underwriting fee in connection with the IPO, which amount was used to purchase 320,000 Private Placement Units		Underwriting fee in connection with the IPO
		320,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 320,000 Private Placement Units(4) 106,667 New Elroy Air Warrants upon conversion of 106,667 Inflection Point Warrants underlying 320,000 Private Placement Units(4)		320,000 Private Placement Units purchased using $3,200,000 received as an underwriting fee in connection with the IPO
		A cash fee upon the consummation of the Business Combination or another initial business combination of up to $7,840,000, consisting of (i) an amount equal to 3.2% of the gross proceeds from the sale of 20,000,000 Inflection Point Units in the IPO remaining in the Trust Account following Redemption (up to $6,400,000), and (ii) 4.8% of the gross proceeds from the sale of 3,000,000 Inflection Point Units pursuant to the overallotment in the Company’s IPO remaining in the Trust Account following Redemptions (up to $1,440,000)		Services pursuant to the Business Combination Marketing Agreement
		A cash fee upon the consummation of the Business Combination of $2,500,000		Services as a joint financial advisor to Inflection Point in connection with the Business Combination
		A cash fee upon the consummation of the Business Combination and the Closing PIPE Investment of $1,500,000		Services as co-placement agent in connection with the Closing PIPE Investment

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Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
Michael Blitzer		729,130, or approximately 9.5%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		30,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 30,000 Private Placement Units 10,000 New Elroy Air Warrants upon conversion of 10,000 Inflection Point Warrants underlying 30,000 Private Placement Units		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Gary Quin		250,259, or approximately 3.3%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Kevin Shannon		243,043, or approximately 3.2%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		10,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 10,000 Private Placement Units 3,333 New Elroy Air Warrants upon conversion of 3,333 Inflection Point Warrants underlying 10,000 Private Placement Units		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Cohen & Company, LLC		$10,000 per month		Office space, administrative and shared personnel support services
Sponsor, Officers, and Directors, or our or their affiliates		Payment of consulting, success or finder fees to independent directors or their respective affiliates in connection with the consummation of the Business Combination or another initial business combination		Any services in order to effectuate the completion of an initial business combination
		Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		Private placement units into which up to $1,500,000 in working capital loans may be convertible at a price of $10.00 per unit at the option of the lender		Working capital loans to finance transaction costs in connection with an initial business combination

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(1)      Each independent director of Inflection Point holds membership interests reflecting indirect interests in 25,000 Founder Shares.

(2)      In consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer 501,649 shares of New Elroy Air Common Stock issued upon conversion of Founder Shares to the Closing PIPE Investor upon Closing.

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(3)      In consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer 265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and 88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

(4)      In consideration for the Closing PIPE Investor’s Closing PIPE Investment, CCM will transfer 183,351 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and 61,117 New Elroy Air Warrants upon conversion of 61,117 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

Ownership of New Elroy Air

The following summarizes the pro forma shares outstanding of New Elroy Air Common Stock and Series A Preferred Stock (on an as-converted to common stock basis as of the Closing Date) under the three redemption scenarios, on an as-converted basis, excluding the potential dilutive effect of warrants to purchase shares of New Elroy Air Common Stock, the New Elroy Air Options and the Earnout Shares:

		No Redemption Scenario(1)					50% Redemption Scenario(2)					Maximum Redemption Scenario(3)
		Shares		% Ownership			Shares		% Ownership			Shares		% Ownership
Public Shareholders		23,000,000		17.9	%		11,500,000		9.8	%		—		—
Sponsor(4)		7,165,018		5.6	%		7,165,018		6.1	%		7,165,018		6.8	%
Representatives(5)		216,649		0.2	%		216,649		0.2	%		216,649		0.2	%
Series A Holders(6)		19,142,262		14.9	%		19,142,262		16.4	%		19,142,262		18.2	%
Elroy Air Equity Holders(7)		78,936,813		61.4	%		78,936,813		67.5	%		78,936,813		74.8	%
Total*		128,460,742		100.0	%		116,960,742		100.0	%		105,460,742		100.0	%
Potential sources of dilution*
New Elroy Air Warrants(8)		7,888,334		6.1	%		7,888,334		6.7	%		7,888,334		7.5	%
New Elroy Air Series A Warrants(9)		17,156,862		13.4	%		17,156,862		14.7	%		17,156,862		16.3	%
Unvested Private Company Options(10)		7,193,515		5.6	%		7,193,515		6.2	%		7,193,515		6.8	%
New Elroy Air Incentive Plan(11)		19,326,338		15.0	%		17,758,156		15.2	%		16,189,974		15.4	%
Earnout Shares		11,000,000		8.6	%		11,000,000		9.4	%		11,000,000		10.4	%

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*        Percentages may not sum up to 100.0% due to rounding. The percentages shown for the potential sources of dilution reflect the total percentage of total shares for the applicable scenario without including the issuance of such additional shares in each respective case.

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, which is a redemption scenario that could occur.

(2)      Assumes that holders of 50% of the Public Shares, 11,500,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $116.5 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(3)      Assumes that holders of 100% of the Public Shares, 23,000,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $233.1 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(4)      Consists of shares of New Elroy Air Common Stock issued upon conversion of Founder Shares, after giving effect to the transfer to the Closing PIPE Investor of 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, 265,000 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Private Placement Units.

(5)      Consists of shares of New Elroy Air Common Stock issued upon conversion of Private Placement Units, after giving effect to the transfer to the Closing PIPE Investor by Cohen & Company Capital Markets (“CCM”) of an aggregate of 183,351 shares of New Elroy Air Common Stock issued or issuable to CCM in respect of the Private Placement Units. Includes an aggregate of 40,000 shares of New Elroy Air Common Stock underlying 40,000 Private Placement Units that were initially issued to Clear Street, which subsequently transferred 30,000 Private Placement Units to Michael Blitzer and 10,000 Private Placement Units to Kevin Shannon.

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(6)      Consists of (A) shares of New Elroy Air Common Stock issuable upon conversion on the assumed Closing Date of November 5, 2026 of (i) 7,638,340 shares of Series A Preferred Stock to be issued upon conversion of Pre-Funded Convertible Notes sold in the Pre-Funded Note Investment and (ii) 9,803,922 shares of Series A Preferred Stock to be issued pursuant to the Series A SPA (based on the initial conversion price), (B) 750,000 shares of New Elroy Air Common Stock to be issued to the Closing PIPE Investor by New Elroy Air and (C) 950,000 shares of New Elroy Air Common Stock transferred to the Closing PIPE Investor by the Sponsor and CCM.

(7)      Based on the Purchase Price, $800 million, divided by the estimated per-share Redemption Price of approximately $10.13 per share from the Trust Account based on funds in the Trust Account as of June 30, 2026. The Redemption Price is expected to continue to increase prior to Closing, which will result in the Aggregate Consideration being a reduced number of shares of New Elroy Air Common Stock. Excludes shares of New Elroy Air Common Stock that would be issuable upon exercise of the New Elroy Air Unvested Options that will be outstanding as a result of New Elroy Air’s assumption of the outstanding Elroy Air Unvested Options.

(8)      Consists of 7,888,334 New Elroy Air Warrants exercisable for an aggregate of 7,888,334 shares of New Elroy Air Common Stock consisting of 7,666,667 New Elroy Air Warrants issued upon conversion of Public Warrants and 221,667 New Elroy Air Warrants issued upon conversion of Inflection Point Warrants underlying the Private Placement Units.

(9)      Consists of (i) New Elroy Air Series A Warrants initially exercisable for an aggregate of 7,352,940 shares of New Elroy Air Common Stock issuable in exchange for Pre-Funded Warrants exercisable for 7,352,940 shares of Elroy Air Common Stock and (ii) New Elroy Air Series A Warrants initially exercisable for 9,803,922 shares of New Elroy Air Common Stock to be issued pursuant to the Series A SPA.

(10)    Consists of unvested options to purchase 7,193,515 shares of New Elroy Air Common Stock to be issued in exchange for unvested 24,620,003 options to purchase Elroy Air Common Stock, based on an expected Common Stock Exchange Ratio of 0.2922. Such New Elroy Air Options have a weighted-average exercise price of $[•], based on the weighted-average exercise price of such Elroy Air Options divided by an expected Common Stock Exchange Ratio of 0.2922. The vesting requirements of the New Elroy Air Options are identical to those of the exchanged Elroy Air Options (i.e., generally vest over a four year period and expire not more than 10 years from grant). Exercisable as of June 26, 2026, with a weighted-average exercise price of $[•], based on the weighted-average exercise price of Elroy Air Options divided by an expected Common Stock Exchange Ratio of 0.2922.

(11)    Represents 19,326,338, 17,758,156 and 16,189,974 shares of New Elroy Air Common Stock reserved for issuance under the New Elroy Air Incentive Plan under the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, respectively.

The following summarizes the pro forma shares outstanding of New Elroy Air Common Stock on a fully diluted basis, assuming the exercise of all New Elroy Air Warrants, the exercise of all New Elroy Air Series A Warrants, the vesting and exercise of all New Elroy Air Options and the vesting of all Earnout Shares:

		No Redemption Scenario(1)					50% Redemption Scenario(2)					Maximum Redemption Scenario(3)
		Shares		% Ownership			Shares		% Ownership			Shares		% Ownership
Public Shareholders		23,000,000		12.0	%		11,500,000		6.5	%		—		—
Public Warrant Holders		7,666,667		4.0	%		7,666,667		4.3	%		7,666,667		4.6	%
Sponsor(4)		7,165,018		3.8	%		7,165,018		4.0	%		7,165,018		4.3	%
Representatives(5)		288,866		0.2	%		288,866		0.2	%		288,866		0.2	%
Series A Holders(6)		36,448,574		19.1	%		36,448,574		20.5	%		36,448,574		22.1	%
Elroy Air Equity Holders(7)		78,936,813		41.3	%		78,936,813		44.4	%		78,936,813		47.9	%
Unvested Private Company Options(8)		7,193,515		3.8	%		7,193,515		4.0	%		7,193,515		4.4	%
New Elroy Air Incentive Plan(9)		19,326,338		10.1	%		17,758,156		10.0	%		16,189,974		9.8	%
Earnout Shares		11,000,000		5.7	%		11,000,000		6.1	%		11,000,000		6.7	%
Total*		191,025,791		100.0	%		177,957,609		100.0	%		164,889,427		100.0	%

____________

*        Percentages may not sum up to 100.0% due to rounding.

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, which is a redemption scenario that could occur.

(2)      Assumes that holders of 50% of the Public Shares, 11,500,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $116.5 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(3)      Assumes that holders of 100% of the Public Shares, 23,000,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $233.1 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

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(4)      Consists of 7,165,018 shares of New Elroy Air Common Stock issued upon conversion of Founder Shares, after giving effect to the transfer to the Closing PIPE Investor of 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, 265,000 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Private Placement Units and 88,333 New Elroy Air Warrants issued or issuable to the Sponsor in respect of the Private Placement Units.

(5)      Consists of (i) 216,649 shares of New Elroy Air Common Stock issued upon conversion of Private Placement Units and (ii) 72,217 shares of New Elroy Air Common Stock issuable upon exercise of 72,217 New Elroy Air Warrants issued or issuable to the Representatives upon conversion of Private Placement Units, after giving effect to the transfer to the Closing PIPE Investor by CCM of an aggregate of 183,351 shares of New Elroy Air Common Stock issued or issuable to CCM in respect of the Private Placement Units and an aggregate of 61,117 New Elroy Air Warrants issued or issuable to CCM in respect of the Private Placement Units.

(6)      Consists of (A) shares of New Elroy Air Common Stock issuable upon conversion on the assumed Closing Date of November 5, 2026 of (i) 7,638,340 shares of Series A Preferred Stock to be issued upon conversion of Pre-Funded Convertible Notes sold in the Pre-Funded Note Investment and (ii) 9,803,922 shares of Series A Preferred Stock to be issued pursuant to the Series A SPA (based on the initial conversion price), (B) 750,000 shares of New Elroy Air Common Stock to be issued to the Closing PIPE Investor by New Elroy Air, (C) 950,000 shares of New Elroy Air Common Stock transferred to the Closing PIPE Investor by the Sponsor and CCM, (D) shares of New Elroy Air Common Stock issuable upon exercise of (i) New Elroy Air Series A Warrants initially exercisable for an aggregate of 7,352,940 shares of New Elroy Air Common Stock issuable in exchange for Pre-Funded Warrants exercisable for 7,352,940 shares of Elroy Air Common Stock and (ii) New Elroy Air Series A Warrants initially exercisable for 9,803,922 shares of New Elroy Air Common Stock to be issued pursuant to the Series A SPA and (E) 149,450 shares of New Elroy Air Common Stock issuable upon exercise of 149,450 New Elroy Air Warrants transferred to the Closing PIPE Investor by the Sponsor and CCM.

(7)      Based on the Purchase Price, $800 million, divided by the estimated per-share Redemption Price of approximately $10.13 per share from the Trust Account based on funds in the Trust Account as of June 30, 2026. The Redemption Price is expected to continue to increase prior to Closing, which will result in the Aggregate Consideration being a reduced number of shares of New Elroy Air Common Stock. Excludes shares of New Elroy Air Common Stock that would be issuable upon exercise of the New Elroy Air Unvested Options that will be outstanding as a result of New Elroy Air’s assumption of the outstanding Elroy Air Unvested Options.

(8)      Consists of options to purchase 7,193,515 shares of New Elroy Air Common Stock to be issued in exchange for unvested 24,620,003 options to purchase Elroy Air Common Stock, based on an expected Common Stock Exchange Ratio of 0.2922. Such New Elroy Air Options have a weighted-average exercise price of $[•], based on the weighted-average exercise price of such Elroy Air Options divided by an expected Common Stock Exchange Ratio of 0.2922. The vesting requirements of the New Elroy Air Options are identical to those of the exchanged Elroy Air Options (i.e., generally vest over a four year period and expire not more than 10 years from grant). Exercisable as of June 26, 2026, with a weighted-average exercise price of $[•], based on the weighted-average exercise price of Elroy Air Options divided by an expected Common Stock Exchange Ratio of 0.2922.

(9)      Represents 19,326,338, 17,758,156 and 16,189,974 shares of New Elroy Air Common Stock reserved for issuance under the New Elroy Air Incentive Plan under the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, respectively.

Dilution

The following table presents the net tangible book value per share under each of (i) the No Redemption Scenario, (ii) the 50% Redemption Scenario and (iii) the Maximum Redemption Scenario assuming various sources of material probable dilution (but excluding the effects of the Business Combination transaction itself).

(in thousands, except share and per share amounts)		No Redemption Scenario(1)			50% Redemption Scenario(2)			Maximum Redemption Scenario(3)
IPO offering price per share		$	10.00		$	10.00		$	10.00
Net Tangible Book Value as of June 30, 2026, as adjusted(4)		$	312,011		$	200,362		$	88,713
As adjusted shares(5)			41,885,589			30,385,589			18,885,589
Net Tangible Book Value per share		$	7.45		$	6.59		$	4.70
Dilution per share to Public Shareholders		$	2.55		$	3.41		$	5.30

____________

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, which is a redemption scenario that could occur.

(2)      Assumes that holders of 50% of the Public Shares, 11,500,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $116.5 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

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(3)      Assumes that holders of 100% of the Public Shares, 23,000,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $233.1 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(4)      See table below for reconciliation of net tangible book value, as adjusted.

(5)      See table below for reconciliation of as adjusted shares.

The following table illustrates the as adjusted net tangible book value to the Inflection Point Ordinary Shareholders and net increase in net tangible book value to the Inflection Point Ordinary Shareholders as a result of transaction costs, funds released from the Trust Account at the Closing and the PIPE Investment.

(in thousands, except share and per share amounts)		No Redemption Scenario(1)				50% Redemption Scenario(2)				Maximum Redemption Scenario(3)
Numerator adjustments
Net Tangible Book Value(4)		$	(264	)		$	(264	)		$	(264	)
Anticipated transaction expenses		$	(20,823	)		$	(15,923	)		$	(11,023	)
Closing PIPE Investment proceeds		$	100,000			$	100,000			$	100,000
Funds Released from Trust Account		$	233,098			$	116,549			$	—
Net Tangible Book Value as of June 30, 2026, as adjusted		$	312,011			$	200,362			$	88,713
Denominator adjustments
Inflection Point Public Shareholders			23,000,000				11,500,000				—
Sponsor(5)			7,165,018				7,165,018				7,165,018
Representatives and Messrs. Blitzer and Shannon(6)			216,649				216,649				216,649
Closing PIPE Investor(7)			11,503,922				11,503,922				11,503,922
As adjusted Inflection Point shares outstanding			41,885,589				30,385,589				18,885,589

____________

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, which is a redemption scenario that could occur.

(2)      Assumes that holders of 50% of the Public Shares, 11,500,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $116.5 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(3)      Assumes that holders of 100% of the Public Shares, 23,000,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $233.1 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(4)      Includes a business combination marketing fee of $9.8 million in the No Redemptions Scenario, $4.9 million in the 50% Redemptions Scenario and $0 in the Maximum Redemptions Scenario.

(5)      Consists of shares of New Elroy Air Common Stock issued upon conversion of Founder Shares, after giving effect to the transfer to the Closing PIPE Investor of 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, 265,000 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Private Placement Units and 88,333 New Elroy Air Warrants issued or issuable to the Sponsor in respect of the Private Placement Units.

(6)      Consists of shares of New Elroy Air Common Stock issued upon conversion of Private Placement Units, after giving effect to the transfer to the Closing PIPE Investor by CCM of an aggregate of 183,351 shares of New Elroy Air Common Stock issued or issuable to CCM in respect of the Private Placement Units. Includes an aggregate of 40,000 shares of New Elroy Air Common Stock underlying 40,000 Private Placement Units that were initially issued to Clear Street, which subsequently transferred 30,000 Private Placement Units to Michael Blitzer and 10,000 Private Placement Units to Kevin Shannon.

(7)      Consists of (A) shares of New Elroy Air Common Stock issuable upon conversion on the assumed Closing Date of November 5, 2026 of 9,803,922 shares of Series A Preferred Stock to be issued pursuant to the Series A SPA (based on the initial conversion price), (B) 750,000 shares of New Elroy Air Common Stock to be issued to the Closing PIPE Investor by New Elroy Air and (C) 950,000 shares of New Elroy Air Common Stock transferred to the Closing PIPE Investor by the Sponsor and CCM.

New Elroy Air is expected to have a maximum of 128,460,742 shares of New Elroy Air Common Stock outstanding or issuable immediately following the Closing (excluding shares of New Elroy Air Common Stock issuable upon exercise of New Elroy Air Options, New Elroy Air Warrants or New Elroy Air Series A Warrants) after giving effect to the Business Combination under the No Redemptions Scenario. Where there are no redemptions, the valuation of Inflection Point is based on the offering price each Public Share of $10.00 (for this purpose ascribing no value to

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the Inflection Point Warrant included in each Inflection Point Unit) and is therefore calculated as: $10.00 (Per share price at IPO) times 128,460,742 shares, or $1,284,607,420. The following table illustrates the valuation based on the offering price of the securities at the IPO price of $10.00 per share under each redemption scenario:

		No Redemption Scenario(1)			50% Redemption Scenario(2)			Maximum Redemption Scenario(3)
Valuation of shares issued to Public Shareholders		$	230,000,000		$	115,000,000			—
Shares of New Elroy Air Common Stock issued in exchange for Public Shares			23,000,000			11,500,000			—
Valuation of shares held by Sponsor		$	71,650,180		$	71,650,180		$	71,650,180
Shares of New Elroy Air Common Stock issued in exchange for securities held by Sponsor			7,165,018			7,165,018			7,165,018
Valuation of shares issued to Elroy Air Equity Holders (other than the holders of the Pre-Funded Convertible Notes, the Pre-Funded Warrants and the unvested Elroy Air Options in respect of those securities)		$	789,368,130		$	789,368,130		$	789,368,130
Shares of New Elroy Air Common Stock issued in exchange for Elroy Air securities (other than the holders of the Pre-Funded Convertible Notes, the Pre-Funded Warrants and the unvested Elroy Air Options in respect of those securities) in the Business Combination			78,936,813			78,936,813			78,936,813
Valuation of shares of New Elroy Air Common Stock underlying Series A Preferred Stock issued in exchange for Pre-Funded Convertible Notes and pursuant to the Series A SPA and shares of New Elroy Air Common Stock issued or transferred pursuant to the Series A SPA		$	191,422,620		$	191,422,620		$	191,422,620
Shares of New Elroy Air Common Stock underlying Series A Preferred Stock issued in exchange for Pre-Funded Convertible Notes and pursuant to the Series A SPA and shares of New Elroy Air Common Stock issued or transferred pursuant to the Series A SPA(4)			19,142,262			19,142,262			19,142,262
Valuation of shares of New Elroy Common Stock issued in exchange for Private Placement Units held by the Representatives and Messrs. Blitzer and Shannon		$	2,166,490		$	2,166,490		$	2,166,490
Shares of New Elroy Common Stock issued in exchange for Private Placement Units held by the Representatives and Messrs. Blitzer and Shannon(5)			216,649			216,649			216,649
Total valuation		$	1,284,607,420		$	1,169,607,420		$	1,054,607,420
Total shares of New Elroy Air Common Stock outstanding or issuable without further consideration at Closing			128,460,742			116,960,742			105,460,742

____________

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, which is a redemption scenario that could occur.

(2)      Assumes that holders of 50% of the Public Shares, 11,500,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $115.0 million (based on the IPO price of $10.00 per share) from the Trust Account, which is a redemption scenario that could occur.

(3)      Assumes that holders of 100% of the Public Shares, 23,000,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $230.0 million (based on the IPO price of $10.00 per share) from the Trust Account, which is a redemption scenario that could occur.

(4)      Consists of shares of New Elroy Air Common Stock issuable upon conversion on the assumed Closing Date of November 5, 2026 of (i) 7,638,340 shares of Series A Preferred Stock to be issued upon conversion of Pre-Funded Convertible Notes sold in the Pre-Funded Note Investment, (ii) 9,803,922 shares of Series A Preferred Stock to be issued pursuant to the Series A SPA, (iii) 750,000 shares of New Elroy Air Common Stock to be issued to the Closing PIPE Investor by New Elroy Air and (iv) 950,000 shares of New Elroy Air Common Stock transferred to the Closing PIPE Investor by the Sponsor and CCM.

(5)      Consists of shares of New Elroy Air Common Stock issued upon conversion of Private Placement Units, after giving effect to the transfer to the Closing PIPE Investor by CCM of an aggregate of 183,351 shares of New Elroy Air Common Stock issued or issuable to CCM in respect of the Private Placement Units. Includes an aggregate of 40,000 shares of New Elroy Air Common Stock underlying 40,000 Private Placement Units that were initially issued to Clear Street, which subsequently transferred 30,000 Private Placement Units to Michael Blitzer and 10,000 Private Placement Units to Kevin Shannon.

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Regulatory Matters

Neither Inflection Point nor Elroy Air is aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the regulatory notices and approvals discussed in “Proposal No. 1 — The Business Combination Proposal — Business Combination Agreement — Closing Conditions — Conditions to the Obligations of Each Party”. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Under the HSR Act and the rules that have been promulgated thereunder by the Federal Trade Commission (“FTC”), certain transactions may not be consummated unless information has been furnished to the Antitrust Division of the Department of Justice (“Antitrust Division”) and the FTC (the “Antitrust Agencies”) and certain waiting period requirements have been satisfied. The Business Combination is subject to the HSR Act and cannot be completed until the expiration of a 30-day waiting period following the two filings of the required Notification and Report Forms with the Antitrust Division and the FTC. On [•], 2026, Inflection Point and Elroy Air filed the required forms under the HSR Act with respect to the Business Combination with the Antitrust Agencies.

Recommendation to Shareholders of Inflection Point

The Inflection Point Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Inflection Point’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Director Election Proposal, “FOR” the approval of the New Elroy Air Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the extraordinary general meeting.

Background and Material Terms of the Business Combination

Inflection Point is a special purpose acquisition company that was incorporated on April 3, 2025, as a Cayman Islands exempted 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 or entities. Between its initial public offering and the execution of the Business Combination Agreement, Inflection Point and its advisors reviewed approximately 12 potential acquisition opportunities, entered into approximately 6 non-disclosure agreements with prospective targets (including Elroy Air), conducted active discussions with approximately 5 companies and delivered a draft letter of intent to one other potential business combination candidate. Inflection Point ultimately determined not to proceed with these opportunities because the parties were unable to agree upon transaction terms, competing transaction processes prevailed, or the opportunities no longer satisfied Inflection Point’s investment criteria. The terms of the Business Combination Agreement are the result of negotiations between the representatives of Inflection Point and Elroy Air, which occurred between April and June 2026. For more information, see “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination”.

The Inflection Point Board’s Reasons for the Approval of the Business Combination

Before reaching its unanimous decisions on June 26, 2026, the Inflection Point Board consulted with its management team, legal counsel and other advisors. The Inflection Point Board considered a variety of factors in connection with its evaluation of the Business Combination in approving and recommending the transaction to the Inflection Point shareholders. In light of the complexity of those factors, the Inflection Point Board, as a whole, did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Different individual members of the Inflection Point Board may have given different weight to different factors in their evaluation of the Business Combination.

Further, the prospectus for the IPO identified the general criteria and guidelines that Inflection Point believed would be important in evaluating prospective target businesses, although Inflection Point also indicated it may enter into a business combination with a target business that does not meet these criteria or guidelines. The Inflection Point Board considered these criteria in their evaluation of Elroy Air. The Inflection Point Board determined that the Business

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Combination presents an attractive business opportunity in light of a variety of factors, including its strong and experienced management team, defensible market position, unique product offering and valuation. The Inflection Point Board also reviewed the financial analysis and opinion of Newbridge to the effect that, as of June 25, 2026, and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Newbridge as set forth in its written opinion, (i) the Aggregate Base Consideration to be paid by Inflection Point in the Merger pursuant to the Business Combination Agreement was fair, from a financial point of view, to the Inflection Point Unaffiliated Shareholders and (ii) whether Elroy Air has an aggregate fair market value of at least eighty percent (80.0%) of the value of the assets held in the Trust Account for the benefit of the Public Shareholders (excluding any deferred underwriters’ fees and taxes payable on the income earned on the Trust Account) at the time of the Business Combination Agreement. The Inflection Point Board also considered the potential detriments of the Business Combination to Elroy Air, including Elroy Air’s limited operating history, regulatory risks, the uncertainty of the potential benefits of the Business Combination being achieved, macroeconomic risks, the absence of possible structural protections for minority shareholders, and the risks and costs to Inflection Point if the Business Combination is not achieved, including the risk that it may result in Inflection Point being unable to complete a business combination and force Inflection Point to liquidate.

For a description of the Inflection Point Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the Inflection Point Board, see the subsection entitled “Proposal No. 1 — The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination”.

Sources and Uses of Funds for the Business Combination

The following tables summarize the sources and uses for funding the Business Combination.

Estimated Sources and Uses (No Redemptions)

Sources					Uses
		($ in millions)					($ in millions)
Elroy Air Equity Rollover		$	800		Elroy Air Equity Rollover		$	800
Cash in Trust Account(1)		$	233		Cash to Balance Sheet(1)(2)(3)(4)		$
Total PIPE Investment		$	175		Paydown of Existing Debt(3)		$
					Estimated Transaction Expenses		$	42
Total sources		$	1,208		Total uses		$	1,208

Estimated Sources and Uses (Maximum Redemptions)

Sources					Uses
		($ in millions)					($ in millions)
Elroy Air Equity Rollover		$	800		Elroy Air Equity Rollover		$	800
Total PIPE Investment		$	175		Cash to Balance Sheet(1)(2)(3)(4)		$
					Paydown of Existing Debt(3)		$
					Estimated Transaction Expenses		$	32
Total sources		$	975		Total uses		$	975

____________

(1)      Based on the amount in the Trust Account as of June 30, 2026.

(2)      Assumes $175 million in PIPE Investments from new and existing investors, up to $233 million in cash held in the Trust Account, paydown of $[•] in outstanding debt and $42 million of transaction expenses, including a business combination marketing fee of $9.8 million.

(3)      As of [•], 2026, Elroy Air had approximately $[•] of outstanding debt.

(4)      Assumes $175 million in PIPE Investments from new and existing investors, paydown of $[•] in outstanding debt and $32 million of transaction expenses.

U.S. Federal Income Tax Considerations

For a discussion summarizing material U.S. federal income tax considerations of the Domestication and an exercise of Redemption Rights in connection with the Business Combination, please see “U.S. Federal Income Tax Considerations”.

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Accounting Considerations

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP as Elroy Air has been determined to be the accounting acquirer under all redemption scenarios presented. Under this method of accounting, Inflection Point, the legal acquirer, will be treated as the accounting acquiree for financial reporting purposes, and Elroy Air, the legal acquiree, will be treated as the accounting acquirer. Accordingly, the consolidated assets, liabilities, and results of operations of Elroy Air will become the historical financial statements of New Elroy Air, and Inflection Point’s assets, liabilities, and results of operations will be consolidated with Elroy Air starting from the Closing Date. For accounting purposes, the financial statements of New Elroy Air will represent a continuation of the financial statements of Elroy Air, with the Business Combination being treated as the equivalent of Elroy Air issuing stock for the net assets of Inflection Point, accompanied by a recapitalization. The net assets of Inflection Point will be stated at historical carrying values, and no goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be presented as those of Elroy Air in future final reporting of New Elroy Air. For more information, see “Proposal No. 1 — The Business Combination Proposal — Expected Accounting Treatment for the Business Combination.”

Emerging Growth Company

We are an “emerging growth company” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Inflection Point has not elected, and New Elroy Air is not expected to elect, to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as emerging growth companies, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

New Elroy Air will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the effectiveness of Inflection Point’s IPO registration statement, (b) in which New Elroy Air has total annual revenue of at least $1.235 billion, or (c) in which New Elroy Air is deemed to be a large accelerated filer, which means the market value of its common equity that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter; and (2) the date on which New Elroy Air has issued more than $1.00 billion in non-convertible debt securities during the prior three-year period.

Smaller Reporting Company

Inflection Point is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

Following the Closing, New Elroy Air will be required to re-determine its status as a smaller reporting company prior to the time it makes its first filing with the SEC (other than the Current Report on Form 8-K filed with Form 10 Information (as defined in Rule 144(i)(3) of the Securities Act)). New Elroy Air will be able to continue to take advantage of the smaller reporting company scaled disclosures if its voting and non-voting common stock held by non-affiliates is less than $250.0 million measured as of a date within four business days after the consummation of the

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Business Combination, or New Elroy Air’s annual revenue is less than $100.0 million as of the most recently completed fiscal year reported in the Current Report on Form 8-K filed with Form 10 Information (as defined in Rule 144(i)(3) of the Securities Act). If New Elroy Air is no longer a smaller reporting company after this initial determination, it would need to reflect its re-determined status in any filing that is due after the 45-day period following the Closing. We expect that New Elroy Air will remain a smaller reporting company after the Closing. To the extent that New Elroy Air takes advantage of the reduced disclosure obligations available for smaller reporting companies, it may also make comparison of our financial statements with other public companies difficult or impossible.

Risk Factors

In evaluating the proposals to be presented at the extraordinary general meeting, shareholders should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors” beginning on page 40 of this proxy statement/prospectus. In particular, such risks include, but are not limited to, the following:

•        Elroy Air is an early-stage company with a history of losses, and expects to incur significant expenses and continuing losses for the foreseeable future.

•        Elroy Air has a limited operating history, which makes it difficult to evaluate its business and future prospects and may increase the risk of your investment.

•        The market for autonomous aerial cargo systems has not been established with precision, is still emerging and may not achieve the growth potential expected or may grow more slowly than expected.

•        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 the resulting impact of such market demand on our customers’ need for our aircraft and other offerings.

•        Demand in the autonomous aerial cargo and broader electric aviation industry is highly volatile and may materially and adversely affect the business.

•        Elroy Air’s order pipeline is non-binding, and Elroy Air may not realize all expected sales.

•        Elroy Air’s expectations and estimates regarding the opportunity and potential demand for its aircraft from defense customers may prove incorrect, and Elroy Air may be unable to realize the revenue it anticipates from such potential demand.

•        Elroy Air’s business plan requires a significant amount of capital. In addition, future capital needs may require Elroy Air to sell additional equity or debt securities that may dilute existing stockholders or introduce covenants that may restrict its operations or ability to pay dividends in the future.

•        The aircraft market is highly competitive, and Elroy Air may not be successful in competing in this industry. Its competitors may commercialize their technology before it, or Elroy Air may not be able to fully capture the first mover advantage that it anticipates.

•        Elroy Air’s aircraft may not perform at the level it expects, and may have potential defects, such as shorter range, lower payload capacity, shorter useful life or other performance shortfalls relative to its projections.

•        Elroy Air may experience significant delays in the design, manufacture, certification and commercial rollout of its aircraft, which could harm its business, results of operations, financial condition and prospects.

•        The failure of certain advances in technology such as autonomy or battery density, turbine efficiency, or other propulsion technologies to mature at the rates Elroy Air projects may impact its ability to increase the volume of its service and/or drive down end-user pricing at the rates it projects.

•        Crashes, accidents or incidents involving Elroy Air’s aircraft or prototype aircraft, or involving autonomous or electric aircraft generally, including incidents involving lithium-ion batteries, could have a material adverse effect on its business, financial condition and results of operations.

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•        Unsatisfactory safety performance of aircraft or autonomous flight software could have a material adverse effect on the business, financial condition and results of operations.

•        Elroy Air’s aircraft may require maintenance at frequencies or at costs which are unexpected and could adversely impact the business and operations.

•        Elroy Air depends on suppliers and service partners for raw materials and certain parts and components, which exposes it to supply chain risks.

•        Elroy Air relies on a third-party manufacturer, and any disruption in its manufacturing relationship could materially harm Elroy Air’s business.

•        Elroy Air is subject to many hazards and operational risks that can disrupt its business, including interruptions or disruptions in service at its facilities, and it may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices, which could have a material adverse effect on its business, financial condition and results of operations.

•        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 the aircraft in a timely manner.

•        Commercial operators of Elroy Air’s aircraft in the United States will need to obtain various FAA approvals to operate the aircraft. 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.

•        Elroy Air expects to conduct a significant portion of its business pursuant to U.S. government contracts, which are subject to unique risks.

•        Elroy Air is subject to stringent U.S. export and import control laws and regulations, which may change or be difficult to comply with.

•        Elroy Air’s long-term success and ability to significantly grow its revenue will depend, in part, on its ability to establish and expand into international markets.

•        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.

•        Directors and officers of Inflection Point, the Sponsor and their affiliates have interests in the Business Combination and the proposals described in this proxy statement/prospectus that are different from, or in addition to and/or in conflict with, those of the Inflection Point shareholders generally.

•        Inflection Point’s shareholders will experience dilution due to the issuance of shares of New Elroy Air Common Stock and securities convertible into shares of New Elroy Air Common Stock to the Elroy Air Equity Holders and the Pre-Funded Investors as consideration in the Business Combination and the issuance of securities in the Closing PIPE Investment.

•        Inflection Point may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.

•        Past performance by Inflection Point’s management team, 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 New Elroy Air.

•        New Elroy Air’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

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•        Elroy Air’s operations and activities involving foreign persons, as well as certain transactions involving foreign persons, may be subject to review by the Committee on Foreign Investment in the United States, which could delay or restrict certain transactions and adversely affect Elroy Air’s business.

•        Elroy Air has identified material weaknesses in its internal control over financial reporting. If not remediated, or if New Elroy Air experiences additional material weaknesses in the future or otherwise fails to maintain effective internal controls in the future, New Elroy Air may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence in New Elroy Air and, as a result, the value of New Elroy Air Common Stock.

•        The completion of the Business Combination is subject to certain closing conditions, including satisfaction of all closing conditions in the Business Combination Agreement, and any such conditions may not be satisfied on a timely basis, if at all.

Market Price, Ticker Symbol and Dividends

Inflection Point

Trading Market of Inflection Point’s Securities

Inflection Point’s Units, Public Shares and Warrants are currently listed on Nasdaq under the symbols “IPXG,” “IPXGU” and “IPXGW” respectively. Inflection Point’s securities commenced trading on Nasdaq on February 11, 2026.

The closing price of the Inflection Point Units, Public Shares and Public Warrants on June 25, 2026, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.19, $9.99 and $0.60, respectively. As of [•], 2026, the Record Date, the closing price of each of the Inflection Point Units, Public Shares and Public Warrants was $[•], $[•] and $[•]. Inflection Point’s securityholders should obtain current market quotations for the securities. The market price of Inflection Point’s securities could vary at any time prior to the Closing. Market price information regarding the Inflection Point Class B Shares is not provided here because there is no established public trading market for the Inflection Point Class B Shares.

Holders

As of [•], 2026, the Record Date, there were [•] record holders of the Inflection Point Class A Shares and one record holder of the Inflection Point Class B Shares. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Inflection Point Class A Shares are held of record by banks, brokers and other financial institutions.

Dividends

Inflection Point has not paid any cash dividends to its shareholders to date and does not intend to pay cash dividends prior to the completion of the Business Combination.

Elroy Air

Trading Market of Elroy Air’s Securities

Historical market price information regarding Elroy Air is not provided because there is no public market for its securities.

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF ELROY AIR

The following table shows the selected historical financial information of Elroy Air for the periods and as of the dates indicated.

The summary of historical financial information for Elroy Air presented below for the six months ended June 30, 2026 and 2025, and the summary balance sheets as of June 30, 2026 and December 31, 2025 have been derived from Elroy Air’s unaudited financial statements included elsewhere in this proxy statement/prospectus. The summary information in the following tables should be read in conjunction with the sections entitled “Risk Factors — Risks Related to Elroy Air’s Business and Industry” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Elroy Air” and Elroy Air’s financial statements and related notes thereto included elsewhere in this proxy statement/prospectus. The selected historical financial information in this section is not intended to replace Elroy Air’s financial statements and related notes. Elroy Air’s historical results are not necessarily indicative of Elroy Air’s future results.

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section related to Elroy Air, prior to and without giving pro forma effect of the impact of the Business Combination and, as a result, the results in this section may not be indicative of the results of New Elroy Air going forward.

(in thousands, except share and per share amounts)		Six Months Ended June 30,
		2026				2025
Revenue		$	4,542			$	1,511
Cost of revenue			964				1,255
Gross profit			3,578				256
Operating expenses:
Research and development			6,503				2,592
General and administrative			7,152				3,404
Sales and marketing			615				165
Total operating expenses			14,270				6,161
Loss from operations			(10,692	)			(5,905	)
Other (expense) income:
Interest income			11				54
Interest expense			—				(38	)
Other expense, net			(518	)			(299	)
Change in fair value of warrant liabilities			(513	)			(813	)
Change in fair value of forward contract liability			—				1,908
Change in fair value of derivative asset			148				—
Change in fair value of short-term debt			(140	)			—
Total other (expense) income, net			(1,012	)			812
Loss before income tax expense			(11,704	)			(5,093	)
Income tax expense			—				—
Net loss			(11,704	)			(5,093	)
Net loss per share:
Basic and diluted		$	(1.96	)		$	(0.89	)
Weighted-average shares outstanding:
Basic and diluted			5,972,087				5,697,483

(in thousands)		As of June 30,				As of December 31,
		2026				2025
Total Assets		$	69,358			$	4,219
Total Liabilities			90,067				15,118
Total Redeemable Convertible Preferred Stock			254,437				254,437
Total Stockholders’ Deficit			(275,146	)			(265,336	)

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the transactions described in the section entitled Unaudited Pro Forma Condensed Combined Financial Information. The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Inflection Point, the legal acquirer, will be treated as the accounting acquiree for financial reporting purposes, and Elroy Air, the legal acquiree, will be treated as the accounting acquirer. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Elroy Air issuing stock for the net assets of Inflection Point, accompanied by a recapitalization. Upon the completion of the Business Combination, substantially all of the assets and business of the combined company will be held and operated by New Elroy Air.

The summary unaudited pro forma condensed combined balance sheet data as of June 30, 2026 gives pro forma effect to the transaction as if it had occurred on June 30, 2026. The summary unaudited pro forma condensed combined statements of operations data for the six months ended June 30, 2026 and the twelve months ended December 31, 2025 gives pro forma effect to the transaction as if it had been consummated on January 1, 2025.

The summary pro forma data has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of the combined company appearing elsewhere in this proxy statement/prospectus and the accompanying notes. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements of Elroy Air and related notes and the historical financial statements of Inflection Point and related notes included in this proxy statement/prospectus. The summary pro forma data has been presented for information purposes only and are not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the transaction been completed as of the dates indicated. In addition, the summary pro forma data do not purport to project the future financial position or operating results of the combined company.

The summary unaudited pro forma condensed combined financial information has been prepared assuming three redemption scenarios after giving effect to the Business Combination, as follows:

•        No Redemption Scenario — This scenario assumes that none of the Public Shares are redeemed.

•        50% Redemption Scenario — This scenario assumes that 11,500,000 Public Shares (which represents 50% of the total Public Shares outstanding) are redeemed for an aggregate payment of approximately $116.5 million (based on the estimated per share redemption price of approximately $10.13 per share as of June 30, 2026) from the Trust Account.

•        Maximum Redemption Scenario — This scenario assumes that 23,000,000 Public Shares (which represents the total number of Public Shares outstanding) are redeemed for an aggregate payment of approximately $233.1 million (based on the estimated per share redemption price of approximately $10.13 per share as of June 30, 2026) from the Trust Account.

If the actual facts are different from these assumptions, including as to the amount of Inflection Point’s cash, then the maximum number of redemptions and the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different.

		Pro Forma Combined
(in thousands, except share and per share amounts)		No Redemption Scenario				50% Redemption Scenario				Maximum Redemption Scenario
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Six Months Ended June 30, 2026
Revenue		$	4,542			$	4,542			$	4,542
Net loss attributable to common shareholders		$	(26,524	)		$	(26,524	)		$	(26,524	)
Net loss per share – basic and diluted		$	(0.24	)		$	(0.27	)		$	(0.30	)
Weighted average common shares outstanding – basic and diluted			111,018,480				99,518,480				88,018,480

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		Pro Forma Combined
(in thousands, except share and per share amounts)		No Redemption Scenario				50% Redemption Scenario				Maximum Redemption Scenario
Summary Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Year Ended December 31, 2025
Revenue		$	2,435			$	2,435			$	2,435
Net loss attributable to common shareholders		$	(79,354	)		$	(79,354	)		$	(79,354	)
Net loss per share – basic and diluted		$	(0.71	)		$	(0.80	)		$	(0.90	)
Weighted average common shares outstanding – basic and diluted			111,018,480				99,518,480				88,018,480

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA COMBINED PER SHARE INFORMATION OF Inflection Point AND ELROY AIR

The following table sets forth selected historical comparative share information for Elroy Air and Inflection Point on a stand-alone basis, and unaudited pro forma condensed combined per share information of the combined company after giving effect to the Business Combination, assuming three redemption scenarios as follows:

•        Assuming No Redemption Scenario — This scenario assumes that none of the Public Shares are redeemed.

•        Assuming 50% Redemption Scenario — This scenario assumes that 11,500,000 Public Shares (which represents half of the total number of Public Shares outstanding) are redeemed for an aggregate payment of approximately $116.5 million (based on the estimated per share redemption price of approximately $10.13 per share as of June 30, 2026) from the Trust Account.

•        Assuming Maximum Redemption Scenario — This scenario assumes that 23,000,000 Public Shares (which represents the total number of Public Shares outstanding) are redeemed for an aggregate payment of approximately $233.1 million (based on the estimated per share redemption price of approximately $10.13 per share as of June 30, 2026) from the Trust Account.

The pro forma stockholders’ equity information reflects the Business Combination as if it had occurred on June 30, 2026. The weighted average shares outstanding and net loss per share information for the six months ended June 30, 2026 and for the twelve months ended December 31, 2025, gives pro forma effect to the Business Combination as if it had occurred on January 1, 2025, the beginning of the earliest period presented.

If the actual facts are different than these assumptions, including as to the amount of Inflection Point’s cash, then the maximum number of redemptions and the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different.

This information is only a summary and should be read together with the historical financial information included elsewhere in this proxy statement/prospectus, and the historical financial statements of Elroy Air and related notes and historical financial statements of Inflection Point and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited pro forma combined per share information of Elroy Air and Inflection Point are derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

										As of and for the six months ended June 30, 2026
										Combined Pro Forma
(in thousands, except share and per share amounts)		Inflection Point (Historical)(3)				Elroy Air (Historical)(4)				No Redemption				50% Redemption				Maximum Redemption
Stockholders’ equity (deficit)		$	(264	)		$	(275,146	)		$	74,640			$	(37,009	)		$	(148,658	)
Net income (loss)		$	1,219			$	(11,704	)		$	(12,413	)		$	(12,413	)		$	(12,413	)
Cumulative dividends on Series A preferred stock			—				—				(14,111	)			(14,111	)			(14,111	)
Net income (loss) attributable to common stockholders		$	1,219			$	(11,704	)		$	(26,524	)		$	(26,524	)		$	(26,524	)
Common shares issued and outstanding as of June 30, 2026(1)			31,331,667				6,620,514				111,018,480				99,518,480				88,018,480
Stockholders’ equity (deficit) per share		$	(0.01	)		$	(41.56	)		$	0.67			$	(0.37	)		$	(1.69	)
Weighted average common shares outstanding of New Elroy Air stock – basic and diluted											111,018,480				99,518,480				88,018,480
Net loss per share attributable to New Elroy Air common stockholders – basic and diluted										$	(0.24	)		$	(0.27	)		$	(0.30	)

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									As of and for the six months ended June 30, 2026
									Combined Pro Forma
(in thousands, except share and per share amounts)		Inflection Point (Historical)(3)			Elroy Air (Historical)(4)				No Redemption		50% Redemption		Maximum Redemption
Weighted-average shares outstanding of Class A redeemable Ordinary Shares – basic and diluted(1)			18,143,167
Net income per share attributable to Class A redeemable Ordinary Shares(1)		$	0.05
Weighted-average shares outstanding of Class B ordinary shares – basic			7,433,334
Net income per share attributable to Class B ordinary shares – basic(2)		$	0.05
Weighted-average shares outstanding of Class B ordinary shares – diluted			7,666,667
Net income per share attributable to Class B ordinary shares – diluted(2)		$	0.05
Weighted-average shares outstanding of Elroy Air shares – basic and diluted						5,972,087
Net loss per share attributable to Elroy Air common stockholders – basic and diluted					$	(1.96	)

____________

(1)      Inflection Point historical share counts include common shares subject to possible redemption.

(2)      Excludes an aggregate of up to 1,000,000 Class B Ordinary Shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised. On February 12, 2026, Inflection Point consummated the Initial Public Offering of 23,000,000 units at $10.00 per Unit, including 3,000,000 Units issued pursuant to the exercise by the underwriters of their full over-allotment option; hence, the 1,000,000 shares of Class B Ordinary Shares were no longer subject to forfeiture.

(3)      Inflection Point complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Inflection Point has two classes of ordinary shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Diluted net income (loss) per share attributable to ordinary shareholders adjusts the basic net income (loss) per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants. With respect to the accretion of Class A Ordinary Shares subject to possible redemption and consistent with FASB ASC Topic 480-10-S99-3A, “Distinguishing Liabilities from Equity” (“ASC 480-10-S99”), Inflection Point treated accretion in the same manner as a dividend paid to the shareholders in the calculation of the net income (loss) per ordinary share.

(4)     Elroy Air follows the two-class method when computing net loss per common share when instruments are issued that meet the definition of participating securities. The two-class method determines net loss per common share and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires loss available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all loss for the period had been distributed. In a net loss period, losses are only allocated if such participating securities have contractual obligations to fund such losses. Elroy Air’s preferred stock are participating securities. The holders of preferred stock are entitled to dividends in preference to common stockholders on an as-converted basis, if declared by Elroy Air. Such dividends are not cumulative. These participating securities do not contractually require the holders of such shares to participate in Elroy Air’s losses. As such, net loss for the period presented was not allocated to Elroy Air’s participating securities. Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the

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period using the treasury stock method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive. The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share for the six months ended June 30, 2026, as the effect would have been antidilutive:

		Six Months Ended June 30, 2026
Stock options		52,024,282
Common Stock Warrants		98,968
Preferred Stock Warrants		3,503,705
Pre-Funded Warrants		6,526,961
Redeemable convertible preferred stock		192,694,826
Total		254,848,742

										For the year ended December 31, 2025
										Combined Pro Forma
(in thousands, except share and per share amounts)		Inflection Point (Historical)(2)				Elroy Air (Historical)(3)				No Redemption				50% Redemption				Maximum Redemption
Net loss		$	(46	)		$	(155,555	)		$	(53,484	)		$	(53,484	)		$	(53,484	)
Special mandatory conversion of preferred stock to common stock			—				527				—				—				—
Cumulative dividends on Series A preferred stock			—				—				(25,870	)			(25,870	)			(25,870	)
Net loss attributable to common stockholders		$	(46	)		$	(155,028	)		$	(79,354	)		$	(79,354	)		$	(79,354	)
Weighted average common shares outstanding of New Elroy Air stock – basic and diluted											111,018,480				99,518,480				88,018,480
Net loss per share attributable to New Elroy Air common stockholders – basic and diluted										$	(0.71	)		$	(0.80	)		$	(0.90	)
Weighted-average shares outstanding of Class A redeemable ordinary shares – basic and diluted			—
Net loss per share attributable to Class A redeemable Ordinary Shares – basic and diluted		$	—
Weighted-average shares outstanding of Class B ordinary shares – basic and diluted(1)			6,666,667
Net loss per share attributable to Class B ordinary shares – basic and diluted		$	(0.01	)
Weighted-average shares outstanding of Elroy Air shares – basic and diluted							5,721,060
Net loss per share attributable to Elroy Air common stockholders – basic and diluted						$	(27.10	)

____________

(1)      Excludes an aggregate of up to 1,000,000 Class B Ordinary Shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised. On February 12, 2026, Inflection Point consummated the Initial Public Offering of 23,000,000 units at $10.00 per Unit, including 3,000,000 Units issued pursuant to the exercise by the underwriters of their full over-allotment option; hence, the 1,000,000 shares of Class B Ordinary Shares were no longer subject to forfeiture.

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(2)      Inflection Point’s net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,000,000 ordinary shares that would have been subject to forfeiture had the over-allotment option not been exercised by the underwriters. At December 31, 2025, Inflection Point did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of Inflection Point. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the period presented.

(3)      Elroy Air follows the two-class method when computing net loss per common share when instruments are issued that meet the definition of participating securities. The two-class method determines net loss per common share and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires loss available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all loss for the period had been distributed. In a net loss period, losses are only allocated if such participating securities have contractual obligations to fund such losses. Elroy Air’s preferred stock are participating securities. The holders of preferred stock are entitled to dividends in preference to common stockholders on an as-converted basis, if declared by Elroy Air. Such dividends are not cumulative. These participating securities do not contractually require the holders of such shares to participate in Elroy Air’s losses. As such, net loss for the period presented was not allocated to Elroy Air’s participating securities. Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive. The following outstanding potentially dilutive securities were excluded from the computation of diluted net loss per share for the twelve months ended December 31, 2025, as the effect would have been antidilutive:

		Twelve Months Ended December 31, 2025
Stock options		52,245,786
Common Stock Warrants		98,968
Preferred Stock Warrants		3,503,705
Redeemable convertible preferred stock		192,694,826
Total		248,543,285

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RISK FACTORS

You should carefully consider all the following risk factors, together with all of the other information in this proxy statement/prospectus, including the financial information, before deciding how to vote or instruct your vote to be cast to approve the Transaction Proposals described in this proxy statement/prospectus.

The value of your investment following the completion of the Business Combination will be subject to significant risks affecting, among other things, Elroy Air’s business, financial condition and results of operations. If any of the events described below occur, the New Elroy Air’s post-Business Combination business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of New Elroy Air’s securities and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of Inflection Point and Elroy Air.

Risks Related to Inflection Point

Directors and officers of Inflection Point, the Sponsor and their affiliates have interests in the Business Combination and the proposals described in this proxy statement/prospectus that are different from, or in addition to and/or in conflict with, those of the Inflection Point shareholders generally.

When you consider the recommendation of the Inflection Point Board in favor of approval of the Business Combination Proposal and the other Shareholder Proposals included herein, you should keep in mind that the Sponsor and Inflection Point’s directors and officers have interests in such proposals that are different from, in addition to and/or in conflict with, those of the Inflection Point Shareholders generally. These interests include, among other things:

•        The Sponsor purchased 7,666,667 Founder Shares for $25,000, or approximately $0.003 per share, in a private placement prior to the consummation of the IPO. The Sponsor is controlled by its managing member Cohen LLC. Inflection Point Fund has an economic interest in 3,000,000, or approximately 39.1%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Michael Blitzer, Chairman of the Inflection Point Board, and Kevin Shannon, our Chief Executive Officer, are affiliates of Inflection Point Fund and have economic interests in Inflection Point Fund, including performance allocations, management fees and as limited partners. Mr. Blitzer has an economic interest in 729,130, or approximately 9.5%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Mr. Shannon has an economic interest in 243,043, or approximately 3.2%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Gary Quin, our President and a member of the Inflection Point Board, has an economic interest in 250,259, or approximately 3.3%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Currently, approximately 667,000, or approximately 8.7%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor are allocable to Cohen LLC. However, the allocation to Cohen LLC will not be finally and definitively determined until Closing. The 7,666,667 shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares, if unrestricted and freely tradable, would have had an aggregate market value of approximately $77.2 million based on the closing price of $10.07 per Inflection Point Class A Ordinary Share on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares of New Elroy Air Common Stock will be subject to lock-up restrictions, we believe such shares will have less value. In addition, in consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer 501,649 shares of New Elroy Air Common Stock issued upon conversion of Founder Shares to the Closing PIPE Investor upon Closing.

•        The Sponsor purchased 265,000 Private Placement Units for $2,650,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO. The Sponsor is controlled by its managing member Cohen LLC. The 265,000 shares of New Elroy Air Common Stock that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $2.7 million based on the closing price of $10.07 per Inflection Point Class A Share on Nasdaq on October 6, 2026, the most recent practicable date prior

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to the date of this proxy statement/prospectus. The 88,333 New Elroy Air Warrants that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $0.0 million based on the closing price of $0.56 per Inflection Point Warrant on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such securities will be subject to lock-up restrictions, we believe such securities will have less value. In addition, in consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer all 265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and all 88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

•        CCM, a division of CCS, which is an indirect subsidiary of Cohen LLC, purchased 320,000 Private Placement Units for an aggregate of $3,200,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO, using the $3,200,000 underwriting fee to which CCM was entitled in connection with the IPO. The 320,000 shares of New Elroy Air Common Stock that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $3.2 million based on the closing price of $10.07 per Inflection Point Class A Share on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. The 106,667 New Elroy Air Warrants that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $0.1 million based on the closing price of $0.56 per Inflection Point Warrant on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such securities will be subject to lock-up restrictions, we believe such securities will have less value. In addition, in consideration for the Closing PIPE Investor’s Closing PIPE Investment, CCM will transfer 183,351 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and 61,117 New Elroy Air Warrants upon conversion of 61,117 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

•        Pursuant to the Business Combination Marketing Agreement, CCM, a division of CCS, which is an indirect subsidiary of Cohen LLC, is entitled to a cash fee upon the consummation of the Business Combination or another initial business combination of up to $7,840,000, consisting of (i) an amount equal to 3.2% of the gross proceeds from the sale of 20,000,000 Inflection Point Units in the IPO remaining in the Trust Account following Redemptions (up to $6,400,000), and (ii) 4.8% of the gross proceeds from the sale of 3,000,000 Inflection Point Units pursuant to the overallotment in the IPO remaining in the Trust Account following Redemption (up to $1,440,000).

•        CCM, a division of CCS, which is an indirect subsidiary of Cohen LLC, has been engaged to act as joint financial advisor and co-placement agent to us in connection with the Business Combination, whereby among other things, we committed to pay CCM a fee of $2.5 million for acting as joint financial advisor in connection with the Business Combination and a fee equal to 1.5% of the gross proceeds ($1.5 million) for acting as co-placement agent in the Closing PIPE Investment.

•        Given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Inflection Point Class A Shares included in the Inflection Point Units sold in the IPO, the Sponsor may earn a positive rate of return on its investment even if the shares of New Elroy Air Common Stock trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsor diverge from the economic interests of Public Shareholders because the Sponsor will realize a gain on its investment from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share.

•        The Sponsor, and therefore CCM, Cohen LLC, Inflection Point Fund and the other members of the Sponsor, will lose their entire investment in Inflection Point if we do not complete a business combination by February 12, 2028 (or if such date is extended at a duly called meeting of the Inflection Point shareholders, such later date). If we do not consummate a business combination by such date, as promptly as reasonably possible but not more than ten business days thereafter, we will cease all operations except for the purpose

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of winding up, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account and subject to the approval of our remaining shareholders and the Inflection Point Board, liquidate and dissolve, in each case, subject to our obligations under Cayman Islands law to provide for the claims of creditors and the requirements of other applicable law. In such event, the 7,666,667 Founder Shares and 265,000 owned by the Sponsor, and the 320,000 Private Placement Units owned by CCM, would be worthless because following the redemption of Public Shares, we would likely have few, if any, net assets and because the Sponsor has agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period.

•        In exchange for the Pre-Funded Convertible Note and Pre-Funded Warrant it purchased for approximately $32.0 million, Inflection Point Fund will receive at the Closing, (i) a number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share, of (a) the total outstanding principal and outstanding accrued and unpaid interest on the Pre-Funded Convertible Note as of one day prior to Closing, divided by (b) $12.00, as may be adjusted pursuant to the terms and conditions of such Pre-Funded Convertible Note (approximately 3,245,741 shares of Series A Preferred Stock taking into account accrued interest through November 5, 2026; such number of shares of Series A Preferred Stock may increase prior to Closing due to additional accrued interest after such date) and (ii) a New Elroy Air Series A Warrant exercisable for 3,133,333 shares of New Elroy Air Common Stock.

•        The Sponsor and our officers and directors have agreed not to redeem any of the Founder Shares or Inflection Point Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

•        If the Trust Account is liquidated, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•        Our existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination.

•        The continuation of [•] as a director of the New Elroy Air Board following the Closing. As such, in the future he may receive any cash fees, stock options or stock awards that the New Elroy Air Board determines to pay to its directors.

•        In connection with the Closing, the Sponsor and our officers and directors would be entitled to the repayment of any outstanding working capital loan and advances that have been made to Inflection Point. In order to finance transaction costs in connection with a business combination, the Sponsor or certain of Inflection Point’s officers or directors may, but are not obligated to, loan Inflection Point funds as may be required (the “Working Capital Loans”). In the event that a business combination does not close, Inflection Point may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans are outstanding.

•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by us from time to time, made by the Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of the date of this proxy statement/prospectus, there are no out-of-pocket expenses to be reimbursed.

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•        Pursuant to the A&R Registration Rights Agreement, our officers and directors, and the Sponsor and its members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the New Elroy Air Common Stock held by such parties following the consummation of the Business Combination.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to Inflection Point, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About Inflection Point — Conflicts of Interest.”

The Sponsor and Inflection Point’s directors and officers have agreed to vote in favor of the Business Combination, regardless of how our Public Shareholders vote.

The Sponsor has agreed to vote all the Founder Shares and any Public Shares it may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owned 7,666,667 Founder Shares and 265,000 Inflection Point Class A Shares underlying the Private Placement Units, representing approximately 25.3% of the issued and outstanding Inflection Point Ordinary Shares. As a result, we would only need 7,734,167, or 33.6% of the 23,000,000 Public Shares outstanding to be voted in favor of the Business Combination in order to approve the Business Combination Proposal.

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our Public Shares could increase the probability that the Business Combination will be unsuccessful and that you would have to wait for liquidation in order to redeem your Public Shares.

We do not know how many Public Shareholders may exercise their redemption rights. If a larger number of Public Shares are submitted for redemption than we initially expected, we may need to arrange for additional debt or equity financing to provide working capital to New Elroy Air following the Closing. There can be no assurance that such debt or equity financing will be available to us if we need it or, if available, the terms will be satisfactory to us. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels and may increase the probability that the Business Combination will be unsuccessful. If the Business Combination is unsuccessful, you would not receive your pro rata portion of the Trust Account until we complete an alternate initial business combination or if we are unable to complete an initial business combination within the time period provided by the Cayman Constitutional Documents. If you are in need of immediate liquidity, you could attempt to sell your Public Shares in the open market; however, at such time our Public Shares may trade at a discount to the Redemption Price. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your Public Shares in the open market.

The Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates may elect to purchase Public Shares or Warrants, which may influence a vote on the Business Combination and reduce the public “float” of the Public Shares or Warrants.

At any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding Inflection Point or its securities, the Sponsor, Inflection Point Fund, and Inflection Point’s officers and directors or their affiliates may purchase Public Shares or Warrants in privately negotiated transactions or in the open market, although they are under no obligation to do so. There is no limit on the number of Public Shares that such persons may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Warrants in such transactions.

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The purpose of any such transactions could be to (1) increase the likelihood of obtaining Inflection Point Shareholder Approval of the Business Combination, (2) reduce the number of Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, officers, advisors and their affiliates anticipate that they may identify the shareholders with whom the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Inflection Point Class A Shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, officers, advisors and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. The Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, officers, advisors and their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

The Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares or warrants, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

•        this proxy statement/prospectus discloses the possibility that the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or warrants from Public Shareholders outside the redemption process, along with the purpose of such purchases;

•        if the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the Redemption Price;

•        this proxy statement/prospectus includes a representation that any of our securities purchased by the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates will not be voted in favor of approving the Business Combination;

•        the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates will not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

•        we will disclose in a Form 8-K, before the extraordinary general meeting, the following material items:

•        the amount of securities purchased outside of the redemption offer by the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates, along with the purchase price;

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•        the purpose of the purchases by the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates;

•        the impact, if any, of the purchases by the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates on the likelihood that the Business Combination will be approved;

•        the identities of the security holders who sold to the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates; and

•        the number of Public Shares for which Inflection Point has received redemption requests pursuant to its redemption offer.

Entering into any such arrangements may have a depressive effect on the price of the New Elroy Air Common Stock. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than the market price and may therefore be more likely to sell the shares he owns, either prior to or immediately after the extraordinary general meeting. In addition, the public “float” of our Public Shares and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.

Past performance by our management team, our 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 New Elroy Air.

Information regarding our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance by our management team, our advisors and their respective affiliates and the businesses with which they have been associated, is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to any initial business combination we may consummate. You should not rely on the historical experiences of our management team, our advisors and their respective affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of the future performance of an investment in us or as indicative of every prior investment by each of the members of our management team, our advisors or their respective affiliates. The market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses on their investment in our securities.

Inflection Point cannot assure you that its diligence review has identified all material risks associated with the Business Combination, and you may be less protected as an investor from any material issues with respect to Elroy Air’s business, including any material omissions or misstatements contained in the Registration Statement or this proxy statement/prospectus relating to the Business Combination, than an investor in an underwritten initial public offering.

Even though Inflection Point conducted due diligence on Elroy Air, this diligence may not have surfaced all material issues with Elroy Air, it may not be possible to uncover all material issues through a customary amount of due diligence, and factors outside of Elroy Air’s and outside of Inflection Point’s or New Elroy Air’s control may later arise.

Additionally, the scope of due diligence conducted in conjunction with the Business Combination may be different than would typically be conducted in the event Elroy Air pursued an underwritten initial public offering. In a typical initial public offering, the underwriters of the offering conduct due diligence on the company to be taken public, and following the offering, the underwriters are subject to liability to investors for any material misstatement or omissions in the registration statement. While potential investors in an initial public offering typically have a private right of action against the underwriters of the offering for any of these material misstatements or omissions, there are no underwriters of the New Elroy Air Common Stock that will be issued pursuant to the Business Combination and thus no corresponding right of action is available to investors in the Business Combination for any material

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misstatement or omissions in the Registration Statement or this proxy statement/prospectus. Therefore, as an investor in the Business Combination, you may be exposed to future losses, impairment charges, write-downs, write-offs or other charges, as described above, that could have a significant negative effect on New Elroy Air’s financial condition, results of operations and the share price of New Elroy Air Common Stock, which could cause you to lose some or all of your investment without certain recourse against any underwriter that may be available in an underwritten public offering.

Inflection Point (or New Elroy Air) will not have any right to make damage claims against Elroy Air for the breach of any representation, warranty or covenant made by Elroy Air in the Business Combination Agreement.

The Business Combination Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for those covenants that by their terms expressly apply in whole or in part after the Closing and then only with respect to breaches occurring after Closing. As a result, Inflection Point (or New Elroy Air) will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by Elroy Air at the time of the Business Combination.

Inflection Point’s shareholders will experience dilution due to the issuance of shares of New Elroy Air Common Stock and securities convertible into shares of New Elroy Air Common Stock to the Elroy Air Equity Holders and the Pre-Funded Investors as consideration in the Business Combination and the issuance of securities in the Closing PIPE Investment.

Inflection Point’s shareholders will experience immediate dilution as a consequence of the issuance of shares of New Elroy Air Common Stock and securities convertible into shares of New Elroy Air Common Stock to the Elroy Air Equity Holders and Pre-Funded Investors as consideration in the Business Combination. Currently, Inflection Point’s Public Shareholders, the Sponsor and the Representatives own 73.4%, 25.3% and 1.3% of the issued and outstanding Inflection Point Ordinary Shares, respectively. Based on Elroy Air’s and Inflection Point’s current capitalization, (i) under the Maximum Redemption Scenario, it is expected that immediately after the consummation of the Business Combination, (A) Inflection Point’s Public Shareholders will hold no shares of New Elroy Air Common Stock, (B) the Sponsor will hold 7,165,018 shares of New Elroy Air Common Stock, representing 6.8% of the New Elroy Air Common Stock, (C) the Representatives, Mr. Blitzer and Mr. Shannon will hold 216,649 shares of New Elroy Air Common Stock, representing 0.2% of the New Elroy Air Common Stock, while (D) the former Elroy Air Equity Holders will hold 78,936,813 shares of New Elroy Air Common Stock (assuming the Redemption Price is $10.13), representing 74.8% of the New Elroy Air Common Stock, and (E) holders of Series A Preferred Stock will hold 19,142,262 shares of New Elroy Air Common Stock, representing 18.2% of the New Elroy Air Common Stock (assuming for this purpose that the shares of Series A Preferred Stock are converted into shares of New Elroy Air Common Stock at the initial conversion price and taking into account accrued and unpaid payment-in-kind interest on the Pre-Funded Convertible Notes through November 5, 2026; such amount of shares of Series A Preferred Stock may increase prior to Closing due to additional interest accrued on the Pre-Funded Convertible Notes), and (ii) under the No Redemption Scenario, it is expected that immediately after the consummation of the Business Combination, (A) Inflection Point’s Public Shareholders will hold 23,000,000 shares of New Elroy Air Common Stock, representing 17.9% of the New Elroy Air Common Stock, (B) the Sponsor will hold 7,165,018 shares of New Elroy Air Common Stock, representing 5.6% of the New Elroy Air Common Stock, (C) the Representatives, Mr. Blitzer and Mr. Shannon will hold 216,649 shares of New Elroy Air Common Stock, representing 0.2% of the New Elroy Air Common Stock, while (D) the former Elroy Air Equity Holders will hold 78,936,813 shares of New Elroy Air Common Stock (assuming the Redemption Price is $10.13), representing 61.4% of the New Elroy Air Common Stock, and (E) holders of Series A Preferred Stock will hold 19,142,262 shares of New Elroy Air Common Stock, representing 14.9% of the New Elroy Air Common Stock (assuming for this purpose that the shares of Series A Preferred Stock are converted into shares of New Elroy Air Common Stock at the initial conversion price and taking into account accrued and unpaid payment-in-kind interest on the Pre-Funded Convertible Notes through November 5, 2026; such amount of shares of Series A Preferred Stock may increase prior to Closing due to additional interest accrued on the Pre-Funded Convertible Notes).

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Subsequent to the consummation of the Business Combination, New Elroy Air may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on New Elroy Air’s financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

Although Inflection Point has conducted due diligence on Elroy Air, Inflection Point cannot assure you that this diligence revealed all material issues that may be present in Elroy Air, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Inflection Point’s or New Elroy Air’s control will not later arise. As a result, New Elroy Air may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Inflection Point’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on liquidity, the fact that New Elroy Air reports charges of this nature could contribute to negative market perceptions about New Elroy Air or its securities. In addition, charges of this nature may cause New Elroy Air to violate net worth or other covenants to which it may be subject. Accordingly, any Inflection Point Shareholder who chooses to remain a stockholder of New Elroy Air following the Business Combination could suffer a reduction in the value of their shares.

Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by Inflection Point’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation relating to the Business Combination contained an actionable material misstatement or material omission.

New Elroy Air’s actual financial position and results of operations may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what New Elroy Air’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, or the future consolidated results of operations or financial position of New Elroy Air. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

The projections and forecasts presented in this proxy statement/prospectus may not be an indication of the actual results of the transaction or New Elroy Air’s future results.

This proxy statement/prospectus contains projections and forecasts prepared by Elroy Air. None of the projections and forecasts included in this proxy statement/prospectus have been prepared with a view toward public disclosure other than to certain parties involved in the Business Combination or toward complying with SEC guidelines. The projections and forecasts were prepared based on numerous variables and assumptions which are inherently uncertain and may be beyond the control of Elroy Air and Inflection Point and exclude, among other things, transaction-related expenses. Important factors that may affect actual results and results of New Elroy Air’s operations following the Business Combination, or could lead to such projections and forecasts not being achieved include, but are not limited to: changing content consumption patterns, an evolving competitive landscape, successful management and retention of key personnel and artistic talent, unexpected expenses and general economic conditions. As such, these projections and forecasts may be inaccurate and should not be relied upon as an indicator of actual past or future results.

There can be no assurance that the New Elroy Air Common Stock issued in connection with the Business Combination will be approved for listing on Nasdaq following the Closing.

Inflection Point intends to apply to list the New Elroy Air Common Stock on Nasdaq under the proposed symbol “ELRY” upon the Closing. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the New Elroy Air Common Stock issued as merger consideration must be conditionally approved for listing on Nasdaq subject to any requirement to have a sufficient number of round lot holders of the New Elroy Air Common Stock, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the New Elroy Air Common Stock is intended to be listed, subject to Nasdaq approval, under the proposed symbol “ELRY”. It is important for you to know that, at the time of Inflection Point’s extraordinary general meeting, the parties may not have received from Nasdaq either confirmation of the listing of the New Elroy Air Common Stock or that approval

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will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the New Elroy Air Common Stock would not be listed on any nationally recognized securities exchange.

If third parties bring claims against Inflection Point, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

Inflection Point’s placing of funds in the Trust Account may not protect those funds from third party claims against Inflection Point. Although Inflection Point seeks to have all vendors, service providers, prospective target businesses and other entities with which it does business execute agreements waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Inflection Point’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Inflection Point’s management will consider whether competitive alternatives are reasonably available to it and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of Inflection Point under the circumstances. WithumSmith+Brown PC, Inflection Point’s independent registered public accounting firm, and the underwriters of the IPO will not execute agreements with Inflection Point waiving such claims to the monies held in the Trust Account.

Examples of possible instances where Inflection Point may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with Inflection Point and will not seek recourse against the Trust Account for any reason. Upon redemption of the Public Shares, if we are unable to complete the Business Combination or another initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with the Business Combination or another initial business combination, Inflection Point will be required to provide for payment of claims of creditors that were not waived that may be brought against Inflection Point within the 10 years following Redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $10.00 per Public Share initially held in the Trust Account, due to claims of such creditors. Pursuant to the Letter Agreement, the Sponsor has agreed that it will be liable to Inflection Point if and to the extent any claims by a third party for services rendered or products sold to Inflection Point (except for its independent auditors), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under Inflection Point’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, Inflection Point has not asked the Sponsor to reserve for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and Inflection Point believes that the Sponsor’s only assets are securities of Inflection Point. Therefore, Inflection Point cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination or another initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, Inflection Point may not be able to complete the Business Combination or another initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of Inflection Point’s officers or directors will indemnify it for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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Inflection Point’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of: (i) $10.00 per Public Share; and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Inflection Point’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While Inflection Point currently expects that its independent directors would take legal action on its behalf against the Sponsor to enforce the Sponsor’s indemnification obligations to Inflection Point, it is possible that Inflection Point’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If Inflection Point’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Inflection Point’s Public Shareholders may be reduced below $10.00 per share.

We may not have sufficient funds to satisfy indemnification claims of our directors and officers.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever. Accordingly, any indemnification provided will be able to be satisfied by us only if: (i) we have sufficient funds outside of the Trust Account; or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

If, before distributing the proceeds in the Trust Account to our Public Shareholders, we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to the Public Shareholders, Inflection Point files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Inflection Point’s bankruptcy estate and subject to the claims of third parties with priority over the claims of Inflection Point’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by Inflection Point’s shareholders in connection with our liquidation may be reduced.

If, after Inflection Point distributes the proceeds in the Trust Account to its Public Shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of the Inflection Point Board may be viewed as having breached their fiduciary duties to Inflection Point’s creditors, thereby exposing the members of the Inflection Point Board and Inflection Point to claims of punitive damages.

If, after Inflection Point distributes the proceeds in the Trust Account to its Public Shareholders, it files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against it that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance”. As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by Inflection Point’s shareholders. In addition, the Inflection Point Board may be viewed as having breached its fiduciary duty to Inflection Point’s creditors and/or having acted in bad faith, thereby exposing itself and Inflection Point to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.

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If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete the Business Combination or another initial business combination or force us to abandon our efforts to complete an initial business combination.

If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

•        restrictions on the nature of our investments; and

•        restrictions on the issuance of securities, each of which may make it difficult for us to complete the Business Combination, or any other initial business combination.

In addition, we may have imposed upon us burdensome requirements, including:

•        registration as an investment company with the SEC;

•        adoption of a specific form of corporate structure; and

•        reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are not subject to.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete an initial business combination, such as the Business Combination, and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

In 2024, the SEC provided guidance that the determination of whether a SPAC, like us, is an “investment company” under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends on a variety of factors, including a SPAC’s duration, asset composition, business purpose and activities. When applying these factors to us we do not believe that our principal activities will subject us to the Investment Company Act. To this end, Inflection Point was formed for the purpose of completing an initial business combination with one or more businesses or entities, such as the Business Combination with Elroy Air. Since our inception, our business has been and will continue to be focused on identifying and completing the Business Combination with Elroy Air, or another initial business combination, and thereafter, operating the post-transaction business or assets for the long term. Further, we do not plan to buy businesses or assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive investor. In addition, the proceeds held in the Trust Account were invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. By restricting the investment of the proceeds in this manner, and by focusing our directors’ and officers’ time toward, and operating our business for the purpose of, acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private equity fund or investing in assets for the purpose of achieving investment returns on such assets), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Further, investing in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities. Instead, the Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Cayman Constitutional Documents (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the completion window, our return of the funds held in the Trust Account to our Public Shareholders as part of our redemption of the Public Shares subject to applicable law and the Cayman Constitutional Documents. If we do not invest the proceeds as described above, we may be deemed to be subject to the Investment Company Act.

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If we were deemed to be an investment company for purposes of the Investment Company Act, we would need to register as such under the Investment Company Act and compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete the Business Combination or any other initial business combination. We may also be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Trust Account. In which case, our investors would not be able to realize the potential benefits of owning shares in a successor operating business, including the potential appreciation in the value of our securities following such a transaction, and our Rights would expire worthless. For illustrative purposes, in connection with the liquidation of our Trust Account, our Public Shareholders may receive only approximately $[•] per Public Share, which is based on estimates as of the Record Date, or less in certain circumstances, and our Warrants may expire and become worthless. Further, under the subjective test of a “investment company” pursuant to Section 3(a)(1)(A) of the Investment Company Act, even if the funds deposited in the Trust Account were invested in the assets discussed above, there is a risk that we could be deemed an investment company and subject to the Investment Company Act based on the length of time such funds are invested in such assets.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our initial business combination or our liquidation. As a result, following the liquidation of securities in the Trust Account, the interest earned on the funds held in the Trust Account may be materially reduced, which would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of Inflection Point.

We intend to initially hold the funds in the Trust Account as cash or in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. U.S. government treasury obligations are considered “securities” for purposes of the Investment Company Act, while cash is not. As noted above, one of the factors the SEC identified as relevant to the determination of whether a SPAC which holds securities could potentially be deemed an “investment company” under the Investment Company Act is the SPAC’s duration. To mitigate the risk of us being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash until the earlier of consummation of the our initial business combination or liquidation of Inflection Point. Following such liquidation, the rate of interest we receive on the funds held in the Trust Account may be materially decreased. However, interest previously earned on the funds held in the Trust Account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in cash would reduce the dollar amount our Public Shareholders would receive upon any redemption or liquidation of Inflection Point.

Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to complete the Business Combination, and results of operations.

We are subject to rules and regulations by various national, regional and local governing bodies, including, for example, the SEC, and to new and evolving regulatory measures under applicable law. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly and our efforts to comply with such new and evolving laws and regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of management time and attention. In addition, these changes could have a material adverse effect on our business, investments and results of operations.

Moreover, because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. For example, on January 24, 2024, the SEC issued final rules and guidance relating to SPACs, like us, regarding, among other things, disclosure in SEC filings in connection with initial business combination transactions; the financial statement requirements applicable to transactions involving shell companies; the use of financial projections in SEC filings in connection with proposed initial business combination transactions; and the potential liability of certain participants in proposed initial business

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combination transactions. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. A failure to comply with applicable laws or regulations and any subsequent changes, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete the Business Combination.

We may not be able to complete the Business Combination, or another initial business combination, since such initial business combination may be subject to regulatory review and approval requirements, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.

The Business Combination or another initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. businesses. Among other things, CFIUS is empowered to require parties to certain transactions subject to CFIUS jurisdiction to make mandatory filings, to charge filing fees related to CFIUS filings (voluntary or mandatory), and to self-initiate national security reviews of foreign direct and indirect investments in U.S. businesses if the parties to the transaction choose not to file voluntarily. In the case that CFIUS determines an investment to present risks to U.S. national security, CFIUS has the power to require mitigation measures with respect to the transaction or recommend that the President of the United States block the transaction if the parties do not voluntarily abandon it. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and structure of the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and its implementing regulations that became effective on February 13, 2020, further includes investments that do not result in control of a U.S. business by a foreign person but afford foreign investors certain information or governance rights in certain U.S. businesses that have a nexus to “critical technologies”, “critical infrastructure” and/or “sensitive personal data”. Our Sponsor is a Delaware-organized entity and the majority of its economic interests are owned by U.S. citizens. Our Sponsor is exclusively controlled by Cohen & Company, LLC, a Delaware limited liability company, which is controlled by Cohen & Company Inc., a Maryland corporation that is publicly listed on the New York Stock Exchange. Accordingly, we do not believe that our Sponsor is a “foreign person” as defined in the CFIUS regulations. It is possible that other non-U.S. persons could be involved in the Business Combination or another initial business combination (e.g., as existing shareholders of a target company or as PIPE investors), which may increase the risk that our initial business combination becomes subject to regulatory review, including review by CFIUS. For example, a portion of the equity of Elroy Air is beneficially owned by citizens of jurisdictions other than the United States. As such, an initial business combination with a U.S. business or foreign business with U.S. subsidiaries that we may wish to pursue may be subject to CFIUS review. If a particular proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial business combination, require mitigation measures with respect to such initial business combination or request the President of the United States to order us to divest all or a portion of the U.S. target business of our initial business combination that we acquired without first obtaining CFIUS approval. This may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have any foreign ownership issues. In addition, certain businesses may be subject to rules or regulations that limit or impose additional requirements with respect to foreign ownership.

The process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we are unable to consummate our initial business combination within the applicable time period required under our amended and restated memorandum and articles of association, including as a result of extended regulatory review of a potential initial business combination, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds

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held in the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, the Inflection Point Warrants may be worthless.

Inflection Point’s shareholders may be held liable for claims by third parties against Inflection Point to the extent of distributions received by them upon redemption of their shares.

If Inflection Point is forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it were proved that immediately following the date on which the distribution was made, Inflection Point was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by Inflection Point’s shareholders. Furthermore, Inflection Point’s directors may be viewed as having breached their fiduciary duties to Inflection Point or its creditors and/or may have acted in bad faith, thereby exposing themselves and Inflection Point to claims, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. Inflection Point cannot assure you that claims will not be brought against it for these reasons. Inflection Point and its directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of Inflection Point’s share premium account while it was unable to pay its debts as they fall due in the ordinary course of business would be guilty of an offense and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

Inflection Point’s Letter Agreements with the Sponsor and Inflection Point’s officers and directors may be amended without shareholder approval.

Inflection Point’s Letter Agreements with the Sponsor and Inflection Point’s officers and directors contain provisions relating to transfer restrictions of the Founder Shares and Private Placement Units, indemnification of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account. The Letter Agreements may be amended without shareholder approval. While Inflection Point does not expect the Inflection Point Board to approve any amendments to the Letter Agreements prior to Inflection Point’s initial business combination, it may be possible that the Inflection Point Board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to the Letter Agreements. Any such amendments to the Letter Agreements would not require approval from Inflection Point’s shareholders and may have an adverse effect on the value of an investment in Inflection Point’s securities. Concurrently with the execution of the Business Combination Agreement, Inflection Point entered into the Sponsor Support Agreement with the Sponsor and Elroy Air, pursuant to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the extraordinary general meeting. Amendment of the Sponsor Support Agreement would require approval from Inflection Point, Elroy Air and the Sponsor, but would not require approval from Inflection Point’s shareholders.

If you or a “group” of shareholders are deemed to hold in excess of 15% of the Public Shares, you may lose the ability to redeem all such shares in excess of 15% of our Public Shares.

The Cayman Constitutional Documents provide that a Public Shareholder, together with any affiliate of such shareholder or any other Person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, which we refer to as the “Excess Shares”, without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete the Business Combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete the Business Combination. And as a result, you will continue to hold that number of Public Shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

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You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your Public Shares or Public Rights, potentially at a loss.

Our Public Shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Public Shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our Cayman Constitutional Documents (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by February 12, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of our Public Shares if we are unable to complete an initial business combination by February 12, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents), subject to applicable law and as further described herein. In no other circumstances will Public Shareholders have any right or interest of any kind in the Trust Account. Holders of Public Rights will not have any right to the proceeds held in the Trust Account with respect to the Public Rights. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or Public Warrants, potentially at a loss.

A Public Shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account may not put such shareholder in a better future economic position.

The price at which a stockholder may be able to sell its shares of New Elroy Air Common Stock in the future following the completion of the Business Combination (or shares received or retained in connection with any alternative business combination) is not determinable as of the date of this proxy statement/prospectus. Certain events following the consummation of the Business Combination may cause a decrease in New Elroy Air’s share price and may result in a lower value realized now than a Public Shareholder might realize in the future had the shareholder redeemed their Public Shares. Similarly, if a Public Shareholder does not redeem their Public Shares, the shareholder will bear the risk of ownership of New Elroy Air Common Stock after the consummation of the Business Combination, and a stockholder may not be able to sell its New Elroy Air Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Public Shareholder should consult, and rely solely upon, the shareholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Shareholders who acquired Public Shares in the IPO will have their ownership interests diluted to the extent of the difference between the initial public offering price of $10.00 per Public Share sold in the IPO and the net tangible book value per share at the time of the Business Combination.

Shareholders who acquired Public Shares in the IPO will have their ownership interests diluted to the extent of the difference between the initial public offering price of $10.00 per Public Share (for this purpose ascribing no value to the fractional Inflection Point Warrant included in each Inflection Point Unit) sold in the IPO and the net tangible book value per share at the time of the Business Combination. As of June 30, 2026, Inflection Point’s net tangible book value was $(0.264) million, calculated as total assets of $234.4 million less total liabilities of $1.6 million and Class A shares subject to redemption of $233.1 million. The number of Inflection Point Ordinary Shares outstanding as of June 30, 2026, was 31,331,667, which includes 23,000,000 Public Shares, 665,000 Private Placement Shares and 7,666,667 Inflection Point Class B Shares. In connection with the consummation of the Business Combination, after giving effect to funds released from the Trust Account at Closing across various redemption levels, transaction costs expected to be incurred by Inflection Point and the Closing PIPE Investment, but excluding the effects of the Business Combination transaction itself (that is, excluding the issuance of shares of New Elroy Air Common Stock to the Elroy Air Equity Holders, the issuance of securities to the holders of the Pre-Funded Convertible Notes and the Pre-Funded Warrants in respect of those securities, Elroy Air’s transaction expenses, and any options or other grants that may be issued pursuant to the New Elroy Air Incentive Plan), net tangible book value, as adjusted, will be $312.0 million in the No Redemptions Scenario, $200.4 million in the 50% Redemptions Scenario, and $88.7 million in the Maximum Redemptions Scenario. Total shares outstanding in each such redemptions scenario (excluding the effect of the Business Combination itself) will be 41,885,589, 30,385,589, and 18,885,589, respectively. Accordingly, the net tangible book value per share, as adjusted, will be $7.45 in the No Redemptions Scenario, $6.59 in the 50% Redemptions Scenario, and $4.70 in the Maximum Redemptions Scenario.

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The net tangible book value per share, as adjusted, is materially less than the $10.00 per share price of the IPO, materially less than the assumed per share price ascribed to such shares in the Business Combination Agreement, and materially less than the amount per share that Public Shareholders would be entitled to receive upon exercise of their Redemption Rights (which, for illustrative purposes, was approximately $[•] per share as of the Record Date). Accordingly, Public Shareholders will experience material dilution. For additional information, including calculations of the net tangible book value per share, as adjusted, see the section of this proxy statement/prospectus entitled “Summary of the Proxy Statement/Prospectus — Dilution”.

The Inflection Point Board has not requested, and does not anticipate requesting, an updated opinion from its financial advisor reflecting changes in circumstances that may have occurred since the signing of the Business Combination Agreement.

On June 25, 2026, Newbridge delivered its oral opinion, which it subsequently confirmed in writing, to the Inflection Point Board that, as of that date and based on and subject to the assumptions and other matters described in the written opinion, (i) the Aggregate Base Consideration to be paid by Inflection Point in the Merger pursuant to the Business Combination Agreement was fair, from a financial point of view, to the unaffiliated shareholders of Inflection Point, and (ii) Elroy Air had an aggregate fair market value of at least eighty percent (80.0%) of the value of the assets held in the Trust Account for the benefit of the Public Shareholders (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the Business Combination Agreement. Inflection Point does not intend to obtain an updated opinion from its financial advisor prior to the consummation of the Business Combination. Changes in the proposed operations and prospects of Elroy Air, general market and economic conditions and other factors that may be beyond the control of Inflection Point or Elroy Air may alter the value of Inflection Point or Elroy Air or the price of Inflection Point’s shares by the time the Business Combination is completed. Newbridge’s opinion speaks as of the date it was rendered, and does not speak as of any other date, and as such, Newbridge’s opinion does not address the fairness of the Aggregate Base Consideration, from a financial point of view, as of any date other than the date of such opinion, including at the time the Business Combination is completed. For a description of the opinion, see “Proposal No. 1 — Business Combination Proposal — Opinion of Newbridge Securities Corporation.” A copy of Newbridge’s opinion, which sets forth the assumptions made, procedures followed, matters considered, and qualifications and limitations on and scope of the review undertaken by Newbridge, is attached hereto as Annex F.

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete the Business Combination, subject to Elroy Air’s consent, which may adversely affect our leverage and financial condition and thus negatively impact the value of our shareholders’ investment in us.

Although we have no commitments as of the date of this proxy statement/prospectus to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete the Business Combination, subject to Elroy Air’s consent, pursuant to the covenants set forth in the Business Combination Agreement. The incurrence of debt could have a variety of negative effects, including:

•        default and foreclosure on our assets if our operating revenues after the Business Combination are insufficient to repay our debt obligations;

•        acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

•        our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;

•        our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

•        using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for expenses, capital expenditures, acquisitions and other general corporate purposes;

•        limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

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•        increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

•        limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

In order to effectuate an initial business combination, SPACs have, in the recent past, amended various provisions of their charters and other governing instruments. We cannot assure you that we will not seek to amend the Cayman Constitutional Documents or governing instruments in a manner that will make it easier for us to complete the Business Combination that our shareholders may not support.

In order to effectuate a business combination, SPACs have, in the recent past, amended various provisions of their charters and governing instruments. For example, SPACs have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination. Amending the Cayman Constitutional Documents requires a special resolution under Cayman Islands law, which requires the affirmative vote of at least two-thirds of the votes cast by the shareholders of the issued and outstanding shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of Inflection Point, and vote at the general meeting. In addition, the Cayman Constitutional Documents require us to provide our Public Shareholders with the opportunity to redeem their Public Shares for cash if we propose an amendment to the Cayman Constitutional Documents (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of the securities offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities. We cannot assure you that we will not seek to amend the Cayman Constitutional Documents or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

Inflection Point and Elroy Air will incur significant transaction and transition costs in connection with the Business Combination.

Inflection Point and Elroy Air have incurred and expect to incur significant, non-recurring costs in connection with consummating the Business Combination, and New Elroy Air will experience recurring costs related to operating as a public company following the consummation of the Business Combination. New Elroy Air may also incur additional costs to retain key employees. All expenses incurred in connection with the Business Combination Agreement and the Business Combination, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs.

Inflection Point’s officers and directors may negotiate employment and consulting agreements with Elroy Air, and the Business Combination may be conditioned on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Business Combination is the most advantageous.

Inflection Point’s officers and directors may be able to remain with New Elroy Air after the completion of the Business Combination only if they are able to negotiate employment or consulting agreements with Elroy Air in connection with the Business Combination. New Elroy Air and Elroy Air have no commitments as of the date of this proxy statement/prospectus to enter into employment or consulting agreements with Inflection Point’s officers and directors, such negotiations could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of the Business Combination. Such negotiations also could make such key personnel’s retention or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation in completing the Business Combination, subject to their fiduciary duties under Cayman Islands law.

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Members of our management team and the Inflection Point Board have significant experience as board members, officers or executives of other companies. As a result, certain of those persons have been, may be, or may become, involved in proceedings, investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, which may impede our ability to consummate the Business Combination.

During the course of their careers, members of our management team and board of directors have had significant experience as board members, officers or executives of other companies. As a result of their involvement and positions in these companies, certain persons were, are now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such companies or transactions entered into by such companies. Any such litigation, investigations or other proceedings may divert our management team’s and board’s attention and resources away from identifying and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.

Members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business.

Members of our management team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result, members of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and may have an adverse effect on the price of our securities.

If a Public Shareholder fails to receive notice of our offer to redeem the Public Shares in connection with the Business Combination, or fails to comply with the procedures for submitting or tendering its Public Shares, such Public Shares may not be redeemed.

Pursuant to the Cayman Constitutional Documents, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash in connection with the completion of the Business Combination. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)     (i) hold Public Shares or (ii) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Public Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Inflection Point redeem all or a portion of your Public Shares for cash; and

(c)     deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•] (two business days before the initial scheduled date of the extraordinary general meeting), in order for their Public Shares to be redeemed. Any Public Shareholder who fails to properly elect to redeem their Public Shares and deliver their Public Shares in the manner described above will not be entitled to have her or his shares redeemed. See the section entitled “Extraordinary General Meeting of Inflection Point — Redemption Rights” for the procedures to be followed if you wish to have your Public Shares redeemed for cash.

If we are unable to consummate the Business Combination or another initial business combination by the date required in the Cayman Constitutional Documents, the Public Shareholders may be forced to wait beyond such date before redemption from our Trust Account.

If we are unable to consummate the Business Combination or another initial business combination by the date required in the Cayman Constitutional Documents, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be less taxes payable and up to $100,000 to pay dissolution expenses), will be used to fund the redemption of our Public Shares, as further described herein. Any redemption of Public Shareholders from the Trust Account will be effected automatically by function of the Cayman Constitutional Documents prior to any voluntary winding up. If we are required to wind-up, liquidate the

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Trust Account and distribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the end of the completion window before the redemption proceeds of our Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate the Business Combination or another initial business combination prior thereto and only then in cases where investors have properly sought to redeem their Public Shares. Only upon our redemption or any liquidation will Public Shareholders be entitled to distributions if we are unable to complete the Business Combination or another initial business combination.

The completion of the Business Combination is subject to certain closing conditions, including satisfaction of all closing conditions in the Business Combination Agreement, and any such conditions may not be satisfied on a timely basis, if at all.

The completion of the Business Combination is subject to a number of conditions, including those included in the Business Combination Agreement. The timing and completion of the Business Combination is not assured and is subject to risks, including the risk that approval of the Business Combination by Inflection Point’s shareholders is not obtained and failure to obtain approval for listing of New Elroy Air Common Stock on Nasdaq, in each case subject to certain terms specified in the Business Combination Agreement (as described under “The Business Combination Agreement — Conditions to Closing”), or that other Closing conditions are not satisfied.

If Inflection Point does not complete the Business Combination, Inflection Point could be subject to various risks, including:

•        the parties may be liable for damages to one another under certain circumstances pursuant to the terms and conditions of the Business Combination Agreement;

•        negative reactions from the financial markets, including declines in the price of the Inflection Point Class A Shares due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and

•        the attention of Inflection Point management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination.

The exercise of Inflection Point’s management’s discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the Inflection Point shareholders’ best interest.

In the period leading up to the Closing, events may occur that may require Inflection Point to agree to amend the Business Combination Agreement, to consent to certain actions taken by Elroy Air, or to waive rights that Inflection Point is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of Elroy Air’s business, a request by Elroy Air to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement, or the occurrence of other events that would have a material adverse effect on Elroy Air’s business. In any of such circumstances, it would be at Inflection Point’s discretion, acting through the Inflection Point Board, to grant its consent or waive those rights. The existence of financial and personal interests of one or more of the directors described in the preceding risk factors may result in a conflict of interest on the part of such director(s) between what he or she or they may believe is best for Inflection Point and Inflection Point’s shareholders and what he or she or they may believe is best for himself or herself or themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, Inflection Point does not believe there will be any changes or waivers that Inflection Point management would be likely to make after shareholder approval has been obtained. While certain changes could be made without further approval of Inflection Point’s shareholders, Inflection Point will circulate a new or amended proxy statement/prospectus and re-solicit its shareholders if changes to the terms of the transaction that would have a material impact on Inflection Point’s shareholders are required prior to the vote on the Business Combination Proposal.

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Inflection Point may be targeted by securities class action and derivative lawsuits that could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Inflection Point’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed, or from being completed within the expected timeframe, which may adversely affect Inflection Point’s and Elroy Air’s respective businesses, financial condition and results of operation.

There is a risk that the 1% U.S. federal excise tax may be imposed on us in connection with redemptions of Public Shares.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, generally imposes a 1% U.S. federal excise tax (the “Excise Tax”) on certain repurchases of stock by “covered corporations” (which include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e., non-U.S.) corporations) occurring on or after January 1, 2023. The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year (the “netting rule”). In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”) has published final regulations clarifying many aspects of the Excise Tax, including that where a non-U.S. corporation transfers its assets or is treated as transferring its assets to a U.S. corporation in a reorganization under Section 368(a)(1)(F) of the Internal Revenue Code of 1986, as amended, the corporation is not treated as a U.S. corporation until the day after the reorganization. Furthermore, if a publicly traded U.S. corporation completely liquidates and dissolves, distributions in such complete liquidation and other distributions by such corporation in the same taxable year in which the final distribution in complete liquidation and dissolution is made generally are not subject to the Excise Tax.

Based on the expected structure of the Business Combination with Elroy Air, we expect to redeem the Public Shares prior to the time we are treated as a U.S. corporation for purposes of the Excise Tax under the final Treasury Regulations, and thus we currently do not expect that we would be a covered corporation subject to the Excise Tax with respect to any redemptions of Public Shares in connection with the Business Combination that are treated as repurchases for this purpose. It is possible, however, that additional guidance is issued that would nevertheless treat us as a covered corporation or otherwise impose the Excise Tax on us with respect to redemptions of our stock in connection with the Business Combination with Elroy Air. In addition, if the redemptions were to be treated as occurring for U.S. federal income tax purposes after we are treated as a U.S. corporation for purposes of the Excise Tax, absent guidance to the contrary, we currently expect that we would be subject to the Excise Tax with respect to any such redemptions that are treated as repurchases for this purpose (although in such case the netting rule generally is expected to be available with respect to such redemptions of our stock and our issuance of stock in connection with the Business Combination to reduce the amount of Excise Tax imposed on us, if any).

If we were to be treated as a covered corporation for purposes of the redemption of Public Shares in connection with the Business Combination or otherwise, whether and to what extent we would be subject to the Excise Tax on a redemption of Public Shares would depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated as a repurchase of stock, (iii) the nature and amount of stock to be issued in connection with the Business Combination and the nature and amount of the Closing PIPE Investments or any other equity issuances (whether in connection with the Business Combination or otherwise) issued within the same taxable year of a redemption treated as a repurchase of stock, and (iv) the content of any additional guidance from the Treasury.

As noted above, the Excise Tax would be payable by the repurchasing corporation, and not by the redeeming holder. If we were to be treated as a covered corporation for purposes of the redemption of Public Shares in connection with the Business Combination or otherwise, the per-share redemption amount payable from the Trust Account (including any interest earned on the funds held in the Trust Account) to Public Shareholders in connection with a redemption of

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Public Shares is not expected to be reduced by any Excise Tax imposed on us. The imposition of the Excise Tax on us could, however, cause a reduction in the cash available on hand to complete the Business Combination and may affect our ability to complete any business combination or fund future operations.

Nasdaq may delist our Inflection Point Class A Shares from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

Our Inflection Point Class A Shares are listed on Nasdaq. We cannot assure you that our Inflection Point Class A Shares will continue to be listed on Nasdaq prior to the Closing. In order to continue listing our securities on Nasdaq prior to the Business Combination, we must maintain certain financial, distribution and share price levels. Generally, following our IPO, we must maintain a minimum market value of listed securities (generally $50,000,000) and a minimum number of holders of our securities (generally 400 public holders). Additionally, in connection with the Business Combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, unless we decide to list on a different Nasdaq tier such as the Nasdaq Capital Market which has different initial listing requirements, our share price would generally be required to be at least $4.00 per share and we would be required to have a minimum of 400 round lot holders of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.

If Nasdaq delists our Inflection Point Class A Shares from trading on its exchange and we are not able to list our Inflection Point Class A Shares on another national securities exchange, we expect our Inflection Point Class A Shares could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

•        a limited availability of market quotations for our Inflection Point Class A Shares;

•        reduced liquidity for our Inflection Point Class A Shares;

•        a determination that our Inflection Point Class A Shares are a “penny stock” which will require brokers trading in our Inflection Point Class A Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Inflection Point Class A Shares;

•        a limited amount of news and analyst coverage; and

•        a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our Inflection Point Class A Shares are listed on Nasdaq, our Inflection Point Class A Shares will qualify as covered securities under the statute. Although the states are preempted from regulating the sale of our Inflection Point Class A Shares, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

Risks Related to the Adjournment Proposal

If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Business Combination Proposal, the chairman of the Inflection Point Board will not have the ability to adjourn the extraordinary general meeting to a later date in circumstances where such adjournment is necessary to permit the Business Combination to be approved.

If, at the extraordinary general meeting, the chairman of the Inflection Point Board determines that it would be in the best interests of Inflection Point to adjourn the extraordinary general meeting to give Inflection Point more time to consummate the Business Combination for whatever reason (such as if the Business Combination Proposal is not approved, or if additional time is needed to fulfill other closing conditions), the chairman of the Inflection Point Board

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will seek approval to adjourn the extraordinary general meeting to a later date or dates. If the Adjournment Proposal is not approved, and a quorum is present but an insufficient number of votes have been obtained to approve the Business Combination Proposal, the chairman of the Inflection Point Board will not have the ability to adjourn the extraordinary general meeting to a later date in order to solicit further votes or take other steps to cause the conditions to the Business Combination to be satisfied. In such event, the Business Combination would not be completed.

Risks Related to the Domestication and the Business Combination

The Domestication may result in adverse tax consequences for holders of Inflection Point Class A Shares and Inflection Point Warrants.

The Domestication should qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, i.e., an F Reorganization. If the Domestication fails to qualify as an F Reorganization, a U.S. Holder (as defined in “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New Elroy Air Securities — II. U.S. Holders”) of Inflection Point Securities generally would recognize gain or loss with respect to its Inflection Point Class A Shares or Inflection Point Warrants in an amount equal to the difference, if any, between the fair market value of the corresponding New Elroy Air Common Stock received in the Domestication and the U.S. Holder’s adjusted tax basis in its Inflection Point Class A Shares or Inflection Point Warrants surrendered. Additionally, Non-U.S. Holders (as defined in “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New Elroy Air Securities — III. Non-U.S. Holders”) may become subject to withholding tax on any amounts treated as dividends paid on New Elroy Air Common Stock after the Domestication.

Assuming that the Domestication qualifies as an F Reorganization, subject to the PFIC rules discussed below, U.S. Holders of Inflection Point Class A Shares generally will be subject to Section 367(b) of the Code in connection with the Domestication, and, as a result:

•        a U.S. Holder who is a 10% U.S. Shareholder on the date of the Domestication generally will be required to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Inflection Point Class A Shares held directly by such U.S. Holder;

•        a U.S. Holder whose Inflection Point Class A Shares have a fair market value of $50,000 or more on the date of the Domestication and who, on the date of the Domestication, is not a 10% U.S. Shareholder generally will recognize gain (but not loss) with respect to its Inflection Point Class A Shares as if such U.S. Holder exchanged its Inflection Point Class A Shares for New Elroy Air Common Stock in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits” amount (as defined in the Treasury Regulations under Section 367 of the Code) attributable to such U.S. Holder’s Inflection Point Class A Shares; and

•        a U.S. Holder whose Inflection Point Class A Shares have a fair market value of less than $50,000 on the date of the Domestication and who, on the date of the Domestication, is not a 10% U.S. Shareholder, generally will not recognize any gain or loss or include any part of Inflection Point’s earnings and profits in income under Section 367 of the Code in connection with the Domestication.

The application of the rules under Section 367 of the Code to the Inflection Point Warrants is uncertain and all U.S. Holders are urged to consult their tax advisors with respect to the particular tax consequences applicable to them of the attribution rules and application of the rules to the Inflection Point Warrants.

Additionally, even if the Domestication qualifies as an F Reorganization, proposed Treasury Regulations promulgated under Section 1291(f) of the Code and certain other PFIC rules (which have retroactive effective dates) generally require that a U.S. person who disposes of stock of a PFIC (including for this purpose an Inflection Point Warrant, which may be characterized as stock itself or may be treated as stock under a proposed Treasury Regulation that generally treats an “option” to acquire the stock of a PFIC as stock of the PFIC) must recognize gain equal to the excess of the fair market value of such PFIC stock over its adjusted tax basis, notwithstanding any other provision of the Code. Inflection Point believes that it likely has been a PFIC since its first taxable year and will likely be considered a PFIC for the taxable year which ends as a result of the Domestication. As a result, these proposed Treasury Regulations, if finalized in their current form, would generally require a U.S. Holder of Inflection Point Class A Shares or Inflection

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Point Warrants to recognize gain under the PFIC rules on the exchange of Inflection Point Class A Shares and Inflection Point Warrants for New Elroy Air Common Stock and New Elroy Air Warrants pursuant to the Domestication unless such U.S. Holder has made certain tax elections with respect to such U.S. Holder’s Inflection Point Class A Shares or Inflection Point Warrants.

In addition, the proposed Treasury Regulations provide coordinating rules with other sections of the Code, including Section 367(b), which affect the manner in which the rules under such other sections apply to transfers of PFIC stock. Any gain recognized from the application of the PFIC rules described above would be taxable income with no corresponding receipt of cash. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge would apply based on complex rules designed to offset the tax deferral to such U.S. Holder on the undistributed earnings, if any, of Inflection Point. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such Treasury Regulations would apply. For a more complete discussion of the potential application of the PFIC rules to U.S. Holders as a result of the Domestication, see “U.S. Federal Income Tax Considerations for Holders of Inflection Point Securities and New Elroy Air Securities — II. U.S. Holders — A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations”.

Although the redemptions of U.S. Holders that exercise redemption rights with respect to Inflection Point Class A Shares will occur prior to the Domestication, it is possible that the IRS could assert that for U.S. federal income tax purposes such redemptions should be treated as occurring after the Domestication. If such redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication, U.S. Holders exercising redemption rights would be subject to the potential tax consequences of the Domestication, and the determination of whether a U.S. Holder is a 10% U.S. Shareholder or is otherwise subject to Section 367 of the Code would be determined as if the redemptions had not yet occurred at the time of the Domestication. U.S. Holders should consult their tax advisors regarding the possibility that the redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication despite the redemptions occurring in form prior to the Domestication.

Upon consummation of the Business Combination, the rights and obligations of a New Elroy Air stockholder will be governed by Delaware law and may differ from the rights and obligations of Inflection Point Shareholders under Cayman Islands law.

Following the Domestication, domesticated Inflection Point, which we refer to herein as “New Elroy Air”, will be a Delaware corporation. Accordingly, its corporate structure as well as the rights and obligations of the holders of New Elroy Air Common Stock may be less favorable to the rights of holders of Inflection Point Class A Shares arising under Cayman Islands law and the Cayman Constitutional Documents. For a more detailed description of the rights of holders of New Elroy Air Common Stock and how they may differ from the rights of holders of Inflection Point Class A Shares, please see the section entitled “Comparison of Shareholder Rights under Applicable Corporate Law Before and After Domestication.” The forms of the Proposed Organizational Documents are attached as Annex B and Annex C to this proxy statement/prospectus, and you are urged to read them.

Anti-takeover provisions in the Proposed Charter and Proposed Bylaws that will be in effect following the Business Combination and Delaware law might discourage, delay or prevent a change in control of New Elroy Air or changes in Elroy Air’s management and, therefore, depress the market price of New Elroy Air Common Stock.

The Proposed Charter and Proposed Bylaws that will be in effect following the Business Combination contain provisions that could depress the market price of New Elroy Air Common Stock by acting to discourage, delay or prevent a change in control of New Elroy Air or changes in New Elroy Air’s management that the stockholders of New Elroy Air may deem advantageous. These provisions, among other things, include:

•        a prohibition on stockholder actions through written consent, which requires that all stockholder actions be taken at a meeting of New Elroy Air stockholders;

•        a requirement that special meetings of stockholders be called only by New Elroy Air’s board of directors acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office;

•        advance notice requirements for stockholder proposals and nominations for election to New Elroy Air’s board of directors;

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•        a requirement that no member of the New Elroy Air Board may be removed from office by New Elroy Air’s stockholders except for cause and, in addition to any other vote required by law, upon the approval of not less than two-thirds of all outstanding shares of New Elroy Air’s voting stock then entitled to vote in the election of directors;

•        a requirement of approval of not less than two-thirds of all outstanding shares of New Elroy Air’s voting stock to amend any bylaws by stockholder action; and

•        the authority of the board of directors of New Elroy Air to issue preferred stock on terms determined by New Elroy Air’s board of directors without stockholder approval and which preferred stock may include rights superior to the rights of the holders of common stock.

In addition, Section 203 of the DGCL prohibits a publicly-held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person which together with its affiliates owns, or within the last three years has owned, 15% of New Elroy Air’s voting stock, for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner.

Any provision of the Proposed Charter, Proposed Bylaws or Delaware law that has the effect of delaying or preventing a change in control could limit the opportunity for New Elroy Air’s stockholders to receive a premium for their shares of New Elroy Air capital stock and could also affect the price that some investors are willing to pay for New Elroy Air Common Stock.

The Proposed Bylaws that will be in effect following the Business Combination will designate certain courts as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by New Elroy Air’s stockholders, which could limit New Elroy Air’s stockholders’ ability to obtain a favorable judicial forum for disputes with New Elroy Air or New Elroy Air’s directors, officers, or employees.

The Proposed Bylaws that will be in effect following the Business Combination will provide that, unless New Elroy Air consents in writing to an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any state law claims for (i) any derivative action or proceeding brought on New Elroy Air’s behalf, (ii) any action asserting a claim of breach of, or a claim based on, fiduciary duty owed by any of New Elroy Air’s current or former directors, officers, and employees to New Elroy Air or its stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, the Proposed Charter or the Proposed Bylaws or (iv) any action asserting a claim that is governed by the internal affairs doctrine, in each case subject to the Court of Chancery having personal jurisdiction over the indispensable parties named as defendants therein (the “Delaware Forum Provision”). The Delaware Forum Provision will not apply to any causes of action arising under the Securities Act or the Exchange Act. The Proposed Bylaws further provide that, unless New Elroy Air consents in writing to the selection of an alternative forum, the federal district courts of the U.S. shall be the sole and exclusive forum for resolving any complaint asserting a cause or causes of action arising under the Securities Act (the “Federal Forum Provision”). In addition, the Proposed Bylaws will provide that any person or entity purchasing or otherwise acquiring any interest in shares of New Elroy Air Common Stock is deemed to have notice of and consented to the foregoing provisions; provided, however, that stockholders cannot and will not be deemed to have waived New Elroy Air’s compliance with the federal securities laws and the rules and regulations thereunder.

The Delaware Forum Provision and the Federal Forum Provision that will be in the Proposed Bylaws may impose additional litigation costs on stockholders in pursuing any such claims. Additionally, the forum selection clauses that will be in the Proposed Bylaws may limit New Elroy Air’s stockholders’ ability to bring a claim in a forum that they find favorable for disputes with New Elroy Air or New Elroy Air’s directors, officers or employees, which may discourage such lawsuits against New Elroy Air and its directors, officers and employees even though an action, if successful, might benefit New Elroy Air’s stockholders. In addition, while the Delaware Supreme Court ruled in March 2020 that federal forum selection provisions purporting to require claims under the Securities Act be brought in federal court were “facially valid” under Delaware law, there is uncertainty as to whether other courts will enforce New Elroy Air’s Federal Forum Provision. If the Federal Forum Provision is found to be unenforceable, New Elroy Air may incur additional costs associated with resolving such matters. The Federal Forum Provision may also impose additional litigation costs on stockholders who assert that the provision is not enforceable or invalid. The Court of Chancery of the State of Delaware and the federal district courts of the U.S. may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments may be more or less favorable to New Elroy Air than New Elroy Air’s stockholders.

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Risks Related to Elroy Air’s Business and Industry

Unless the context otherwise requires, all references in this subsection to the “Company,” “we,” “us” or “our” refer to the business of Elroy Air, Inc. prior to the consummation of the Business Combination, which will be the business of the combined company and its subsidiaries following the consummation of the Business Combination.

We are an early-stage company with a history of losses, and we expect to incur significant expenses and continuing losses for the foreseeable future.

We are an early-stage company that has incurred net losses in each year since our inception. We incurred net losses of approximately $19.0 million and $155.6 million in the years ended December 31, 2024 and 2025, respectively, and we expect to continue to incur significant expenses and operating losses for the foreseeable future. We have not yet begun to generate meaningful revenue from commercial operations, and we expect to make substantial investments in research and development, aircraft design and testing, regulatory approvals, manufacturing readiness, supply chain development, and the expansion of our operations and personnel. These efforts may prove more costly than we anticipate, and we may not succeed in increasing our revenue sufficiently, or at all, to offset these expenditures. Our recurring losses, together with management’s expectation that significant ongoing operating expenditures will be necessary to implement our business plan, mean that we expect to require additional funding to continue our operations through commercialization. We may never achieve or sustain profitability, and our failure to do so could materially and adversely affect our business, results of operations, financial condition and prospects.

We have a limited operating history, which makes it difficult to evaluate our business and future prospects and may increase the risk of your investment.

We have a limited operating history, which makes it difficult to evaluate our business and future prospects. We have not yet commenced commercial operations at scale or generated meaningful revenue, and our aircraft and business model remain in development within a new and rapidly evolving industry. As a result, our historical results are not necessarily indicative of the results we may achieve in the future, and the estimates and projections on which we base our business planning may prove inaccurate. We are, and will continue to be, subject to the risks, uncertainties, expenses and difficulties frequently encountered by early-stage companies in rapidly changing and capital-intensive industries, including the need to develop and commercialize new products, obtain regulatory approvals, scale manufacturing through third-party partners, attract and retain qualified personnel, and respond to competitive and market developments. If we fail to address these risks and difficulties successfully, our business, results of operations, financial condition and prospects could be materially and adversely affected.

The market for autonomous aerial cargo systems has not been established with precision, is still emerging and may not achieve the growth potential we expect or may grow more slowly than expected.

The market for autonomous aerial cargo systems, including applications across defense, commercial logistics and rapid response, is still in early stages of development and has not been established with precision. It is uncertain to what extent market acceptance will grow, if at all. We intend to initially target defense logistics, offshore oil and gas support, and middle-mile cargo operations. The success of these markets and the opportunity for future growth may not be representative of the potential market for autonomous aerial cargo systems in other applications or geographies. Our success will depend to a substantial extent on regulatory approvals, availability of hybrid-electric VTOL technology, and the willingness of defense and commercial customers to adopt autonomous cargo drones. If defense or commercial customers do not perceive autonomous aerial cargo as beneficial, or choose not to adopt such solutions as a result of concerns regarding safety, reliability, affordability, operational complexity, integration into existing supply chains or for other reasons, then the market for our offerings may not develop, may develop more slowly than we expect or may not achieve the growth potential we expect. As a result, the number of potential customers purchasing our aircraft cannot be predicted with any degree of certainty, and we cannot assure you that we will be able to operate in a profitable manner in any of our current or targeted future markets. Any of the foregoing could materially adversely affect our business, financial condition and results of operations.

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Our future growth is dependent upon the market’s willingness to adopt autonomous aerial cargo systems and the development of supporting infrastructure, and the resulting impact of such market demand on our customers’ need for our aircraft and other offerings.

Our growth is highly dependent upon the adoption by defense and commercial customers of cargo delivery powered by autonomous, hybrid-electric VTOL aircraft. If the market for our aircraft and supporting infrastructure does not develop as quickly or otherwise in the manner consistent with our expectations or those of our customers, our business, results of operations, financial condition and prospects will be harmed. This market is new and characterized by rapidly changing technologies, price competition, new competitors and aircraft, evolving government regulation and industry standards, and changing customer demands and behaviors. Our success will depend on our ability to develop a network of defense and commercial customers and accurately assess and predict demand, pricing and operational requirements. Demand may fluctuate based on a variety of factors, including macroeconomic conditions, government budgetary cycles, quality of service, negative publicity, safety incidents, perceived political or geopolitical affiliations, or dissatisfaction with our products and offerings in general. If we fail to attract customers or fail to accurately predict demand and price sensitivity, it could harm our financial performance and our competitors’ products may achieve greater market adoption and may grow at a faster rate than our offerings.

Demand in the autonomous aerial cargo and broader electric aviation industry is highly volatile and may materially and adversely affect our business.

The defense, commercial logistics and rapid response markets in which we primarily compete and plan to compete in the future have been subject to considerable volatility and unpredictability with respect to demand. Demand for autonomous cargo aircraft, electric and hybrid electric (including VTOL) aircraft sales and related products, technologies and services depend to a large extent on general economic, political and social conditions in a given market and the introduction of new aircraft and technologies. As an early-stage company, we have fewer financial resources than more established aircraft manufacturers or defense contractors to withstand changes in the market and disruptions in demand. Demand for our aircraft may also be affected by factors directly impacting aircraft price or the cost of purchasing, operating and maintaining aircraft, including the availability of financing and other incentives, prices of raw materials, parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. These effects may have a more pronounced impact on our business given our relatively smaller scale and financial resources as compared to many incumbents.

Our order pipeline is non-binding, and we may not realize all expected sales.

We cannot assure that we will realize the revenue we expect to generate from our non-sales pipeline in the periods we expect to realize such revenue, or at all. Our pipeline represents the aggregate of non-binding agreements that we have entered into with commercial and defense customers. These agreements are non-binding indications of interest and do not constitute firm or binding purchase orders. The counterparties have no obligation to purchase our aircraft, and their obligations to consummate orders will arise only after the parties negotiate and execute definitive agreements on all material terms, including aircraft specifications, warranties, performance guarantees, delivery periods, pricing and territorial restrictions. These agreements also generally remain conditions relating to the purchase of our aircraft or require us to perform and provide certain deliverables ahead of completion of a purchase order. Certain of these arrangements are conditional upon obtaining requisite FAA approvals, including beyond visual line of sight waivers and exemptions, and successful completion of trial or pilot deployments. There can be no assurance that we will convert any portion of our pipeline into binding orders, or execute definitive agreements in a timely manner or at all, and if the conditions or performance obligations associated with such agreements are not satisfied, or if such agreements are canceled, modified or delayed, we may not generate the revenue we expect, which would materially and adversely affect our business, results of operations, financial condition and prospects. In addition, expected sales of our cargo pods, parts and accessories, and software subscriptions, components and other offerings may not be realized.

Our expectations and estimates regarding the opportunity and potential demand for our aircraft from defense customers may prove incorrect, and we may be unable to realize the revenue we anticipate from such potential demand.

In addition to our non-binding sales pipeline, we have identified a substantial potential demand opportunity from defense customers, which management currently estimates at more than 1,000 aircraft and more than $3.5 billion of visible and identified “contracts of opportunity.” This figure does not represent binding orders, contractual commitments or

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backlog, and is based on management’s current expectations derived from discussions with potential defense customers, public statements and reports, and internal estimates. Whether, and the extent to which, this potential demand is ultimately converted into actual orders and revenue is subject to numerous risks and uncertainties, many of which are beyond our control, including government procurement timing, budgetary cycles and appropriations, changes in national security priorities, competing procurement priorities, competitive factors, and our and our customers’ ability to obtain necessary regulatory approvals. Actual orders may be substantially lower than our estimates or may not materialize at all. If we are unable to convert this anticipated defense demand into definitive agreements and sales, or if such demand is delayed, reduced or eliminated, our business, results of operations, financial condition and prospects could be materially and adversely affected.

Our business plan requires a significant amount of capital. In addition, future capital needs may require us to sell additional equity or debt securities that may dilute existing stockholders or introduce covenants that may restrict our operations or ability to pay dividends in the future.

Our proposed operations and our business strategy contemplate significant aircraft development both within the U.S. and internationally. Construction of additional facilities will require significant capital expenditures. Based on our recurring losses and management’s expectations that significant on-going operating expenditures will be necessary to successfully implement our business plan, we expect to require additional funding to continue our operations through commercialization and facilitate further growth of the business. Although we intend to partner with or pursue leasing or other arrangements with third parties in relation to certain of our facility needs, we cannot be assured that such partnership opportunities or other arrangements will be available on commercially reasonable terms, or at all.

In addition, as our business matures, we will require additional capital expenditures to remain competitive. This creates an ongoing need for capital, and, to the extent we cannot fund capital expenditures from cash flows from operations, we will need to borrow or otherwise obtain funds.

We expect to continue funding our operations through equity offerings or debt financings, credit or loan facilities, potential other capital resources, or a combination of one or more of these funding sources. Such financings may not be available on acceptable terms, or at all, and our failure to raise capital when needed could harm our business.

Periods of instability in the capital and credit markets (both generally and those impacting the aerospace industry in particular), including as a result of global health crises or other events contributing to the disruption and volatility of global financial markets, could limit our ability to access these markets to raise debt or equity capital on affordable terms or to obtain additional financing. Among other things, our lenders may seek to increase interest rates, enact tighter lending standards, refuse to refinance existing debt at maturity on favorable terms or at all and may reduce or cease to provide funding to us. We may sell equity securities or debt securities in one or more transactions at prices and in a manner that may materially dilute our current investors. Any debt financing, if available, may involve restrictive covenants that could reduce our operational flexibility or profitability. Debt financing, if available, may result in a significant financial burden if interest rates remain high for a prolonged period or increase in the future. [After giving effect to the transactions contemplated by the Business Combination Agreement, we expect that our existing cash and cash equivalents will enable us to fund our operating expenses and capital expenditure requirements for at least the next 12 months.]

However, our operating plan may change as a result of factors currently unknown to us, and we may need to seek additional funding sooner than planned. If we cannot raise funds or otherwise enter into financing arrangements on acceptable terms, we may be forced to delay, reduce, or eliminate our research and product development programs or future commercialization efforts, or we may not be able to grow our business or respond to competitive pressures, any of which may have an adverse impact on our business, results of operations, financial condition and prospects.

The aircraft market is highly competitive, and we may not be successful in competing in this industry. Our competitors may commercialize their technology before us, or we may not be able to fully capture the first mover advantage that we anticipate.

While we believe we are well positioned as a leader in long-range autonomous cargo drone operations and have begun generating revenue through testing with defense and commercial customers, we expect the broader aviation industry to be increasingly competitive and it is possible that our competitors could get to market before us in certain commercial sectors, either generally or in specific markets. Even if we maintain our early-mover position, we may not fully realize the benefits we anticipate, and we may not receive any competitive advantage or may be overcome by

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other competitors. If new companies or existing aerospace and defense companies launch competing solutions in the markets in which we intend to operate and obtain large-scale capital investment, we may face increased competition. Additionally, our competitors may benefit from our efforts in developing customer and community acceptance of autonomous cargo drones, making it easier for them to obtain the permits and authorizations required to certify and successfully commercialize their own technology and operations. In the event we do not capture the first mover advantage that we anticipate, it may harm our business, financial condition, operating results and prospects.

Many of our current and potential competitors are larger and have substantially greater resources than we have and expect to have in the future. They may also be able to devote greater resources to the development of their current and future technologies or the promotion and sale of their offerings, or offer lower prices. In particular, our competitors may be able to receive regulatory approvals or operational authorizations for their aircraft prior to us receiving such approvals. Our current and potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that may further enhance their resources and offerings. Further, it is possible that domestic or foreign companies or governments, some with greater experience in the aerospace or defense industry or greater financial resources than we possess, will seek to provide products or services that compete directly or indirectly with ours in the future. Any such foreign competitor, for example, could benefit from subsidies from, or other protective measures by, its home country. If we are unable to keep up with advances in electric aircraft and autonomous flight technology, we may suffer a decline in our competitive position which could materially and adversely affect our business, results of operations, financial condition and prospects.

Our customers’ and others’ perception of us and our reputation may be impacted by the broader industry and customers may not differentiate us from our competitors.

Customers and other stakeholders may not differentiate between us and the broader aerospace industry or, more specifically, the autonomous aerial cargo or electric aviation industry. If our competitors or other participants in this market have problems in a wide range of issues, including safety, technology development, engagement with certification bodies or other regulators, engagement with communities, target demographics or other positioning in the market, security, data privacy, or bad customer service, such problems could impact the public perception of the entire industry, including our business. We may fail to adequately differentiate our brand, our products and our aircraft from others in the market, which could impact our ability to attract customers or engage with other key stakeholders. The failure to differentiate ourselves and the impact of poor public perception of the industry could have an adverse impact on our business, financial condition and results of operations.

Our aircraft may not perform at the level we expect, and may have potential defects, such as shorter range, lower payload capacity, shorter useful life or other performance shortfalls relative to our projections.

Our aircraft may contain defects in design and manufacture that may cause them not to perform as expected or that may require repair. For example, our aircraft may carry a lower payload or have shorter maximum range than we estimate, or our hybrid-electric powertrain may not deliver the performance characteristics we project. Our aircraft also uses a substantial amount of software code to operate, including our proprietary autonomous flight system. Software products are inherently complex and often contain defects and errors when first introduced. While we have performed extensive testing, in some instances we are still relying on projections and models to validate the projected performance of our aircraft. To date, we have not yet validated the performance of our aircraft over its expected service lifetime. There can be no assurance that we will be able to detect and fix any defects in the aircraft prior to commercial use. Any product defects or any other failure of our aircraft to perform as expected could harm our reputation and result in adverse publicity, delays in or inability to obtain regulatory approvals, lost revenue, delivery delays, product recalls, product liability claims, harm to our brand and reputation, and significant warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects.

We may experience significant delays in the design, manufacture, certification and commercial rollout of our aircraft, which could harm our business, results of operations, financial condition and prospects.

Any significant delay in the commercialization of our aircraft could materially damage our business, brand, results of operations, financial condition and prospects. Aircraft manufacturers often experience delays in the design, manufacture, certification and commercial release of new aircraft models. Because we rely on third-party manufacturing partners for production of our Chaparral aircraft, we may experience such delays in the rollout of our Chaparral aircraft, and any such delays could be significant. In addition, various aspects of the component procurement and

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manufacturing plans have not yet been finalized. We are continually evaluating, qualifying and selecting our suppliers for the planned production of our aircraft. However, we may not be able to engage suppliers for the remaining materials and components in a timely manner, at an acceptable price or in the necessary quantities. In addition, we will also need to complete extensive testing to ensure that our aircraft are in compliance with applicable airworthiness and safety regulations and other applicable requirements prior to beginning mass production and delivery. Our plan to begin commercial production is dependent upon the timely availability of funds, upon finalizing the related design, engineering, component procurement, testing, regulatory approvals, build out and manufacturing plans in a timely manner and upon our ability to execute these plans within the current timeline.

The failure of certain advances in technology such as autonomy or battery density, turbine efficiency, or other propulsion technologies to mature at the rates we project may impact our ability to increase the volume of our service and/or drive down end-user pricing at the rates we project.

Our projections rely in part on future advancement of technology, such as aerial and ground-based autonomy and an increase in energy density in batteries. Should these technologies fail to develop, mature or be commercially available within the periods that we project, we may underperform our financial projections, which would materially and adversely affect our business, prospects, operating results and financial condition.

Crashes, accidents or incidents involving our aircraft or prototype aircraft, or involving autonomous or electric aircraft generally, including incidents involving lithium-ion batteries, could have a material adverse effect on our business, financial condition and results of operations.

Test flying prototype aircraft is inherently risky, and crashes, accidents or incidents involving our aircraft are possible. Any such occurrence would negatively impact our development, testing and regulatory approval efforts, and could result in redesign, delays and/or postponements to our commercial launch. The operation of aircraft is subject to various risks, and we expect demand for our aircraft to be impacted by accidents or other safety issues regardless of whether such accidents or issues involve our aircraft. Such accidents or incidents could also have a material impact on our ability to obtain necessary regulatory approvals for our aircraft, or to obtain such approvals in a timely manner. Such events could impact confidence in our aircraft type or the autonomous aerial cargo industry as a whole, particularly if such accidents or incidents were due to a safety fault.

We believe that regulators and the general public are still forming their opinions about the safety and utility of autonomous, uncrewed aircraft that are highly reliant on advanced flight control software and lithium-ion batteries. An accident or incident involving either our aircraft or a competitor’s aircraft during these early stages of opinion formation could have a disproportionate impact on the longer-term view of the emerging autonomous aerial cargo market. We are at risk of adverse publicity stemming from any public incident involving our company, our people, our brand or other companies in our industry. Further, if our aircraft or other types of autonomous aircraft are involved in a public incident, accident, catastrophe or regulatory enforcement action, we could be exposed to significant reputational harm and potential legal liability. The insurance we carry may be inapplicable or inadequate to cover any such incident, accident, catastrophe or action.

Additionally, the battery packs in our aircraft use lithium-ion cells. On rare occasions, lithium-ion cells can rapidly release the energy they contain by venting smoke and flames in a manner that can ignite nearby materials as well as other lithium-ion cells. While we have taken measures to enhance the safety of our battery designs, a field or testing failure of our aircraft could occur in the future, which could subject us to lawsuits, product recalls or redesign efforts, all of which would be time-consuming and expensive. Also, negative public perceptions regarding the suitability of lithium-ion cells for aerospace applications or any future incident involving lithium-ion cells, even if such incident does not involve our aircraft, could seriously harm our business. Any mishandling of battery cells may cause disruption to the operation of our facilities or those of our manufacturing partners. A safety issue or fire related to the cells could disrupt operations or cause manufacturing delays. Such damage or injury could lead to adverse publicity and potentially a safety recall. Moreover, any failure of a competitor’s autonomous aircraft or energy storage product may cause indirect adverse publicity for us and our aircraft. Such adverse publicity could negatively affect our brand and harm our business, prospects, financial condition and operating results.

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Unsatisfactory safety performance of our aircraft or autonomous flight software could have a material adverse effect on our business, financial condition and results of operations.

While we are building operational processes designed to ensure that the design, testing, performance, operation and servicing of our aircraft meet rigorous quality standards, there can be no assurance that we will not experience operational or process failures and other problems, including through flight test accidents or incidents, or design defects, autonomous software errors, cyberattacks or other intentional acts, that could result in potential safety risks. Any actual or perceived safety issues may result in significant reputational harm to our business, in addition to tort liability, maintenance, increased safety infrastructure and other costs that may arise. Such issues could result in delaying or cancelling planned operations, increased regulation or other systemic consequences. Our inability to meet our safety standards or adverse publicity affecting our reputation as a result of accidents, mechanical or operational failures, autonomous flight software malfunctions or other safety incidents could have a material adverse effect on our business, financial condition and results of operations. In addition, our aircraft may be grounded by regulatory authorities due to safety concerns that could have a material adverse impact on our business, financial condition, operating results and prospects.

Our aircraft may require maintenance at frequencies or at costs which are unexpected and could adversely impact our business and operations.

Our aircraft are highly technical products that require maintenance and support. We are still developing our understanding of the long-term maintenance profile of the aircraft, and if useful lifetimes are shorter than expected, this may lead to greater maintenance costs than previously anticipated. If our aircraft and related equipment require maintenance more frequently than we plan for or at costs that exceed our estimates, that could disrupt the operations of our customers and have a material adverse effect on our business, financial condition and results of operations.

We depend on suppliers and service partners for raw materials and certain parts and components, which exposes us to supply chain risks.

Despite our development of proprietary technologies, we still rely on purchased materials and parts for our aircraft, including electronics, batteries and other components, which we source from suppliers globally, some of whom are currently single-source suppliers. Certain of the components used in our aircraft are custom made for us by third parties. Our supply chain exposes us to multiple potential sources of delivery failure or component shortages for our aircraft. We have not historically maintained long-term agreements with all of our suppliers. While we believe that we may be able to establish alternate supply relationships and can obtain replacement components, we may be unable to do so in the short term or at all at prices that are favorable to us. We may experience source disruptions in our supply chains which may cause delays in our production process. Changes in business conditions, wars, governmental changes, political intervention, tariffs and other factors beyond our control or which we do not presently anticipate could also affect our suppliers’ ability to deliver components to us on a timely basis. Furthermore, if we experience significant increased demand, or need to replace our existing suppliers, there can be no assurance that additional supplies of component parts will be available when required on terms that are acceptable to us, or at all, or that any supplier would allocate sufficient supplies to us in order to meet our requirements or fill our orders in a timely manner. The disruption in the supply of components from suppliers could lead to delays in aircraft production, which could materially adversely affect our business, prospects and operating results.

We rely on a third-party manufacturer, and any disruption in our manufacturing relationship could materially harm our business.

We have entered into an exclusive manufacturing partnership to manufacture our Chaparral aircraft in the United States. While we remain the aircraft designer and original equipment manufacturer and the applicant for type certification of our aircraft, we rely on this partner for series production of our aircraft. This outsourced production model is designed to be capital-efficient and scalable, but it also means that we are substantially dependent on a single manufacturing partner for production of our aircraft. If this partner were to experience operational difficulties, capacity constraints, quality control problems, financial distress, a change in business strategy or other disruptions, our ability to produce and deliver aircraft to customers would be materially impaired. We do not control the manufacturing operations, labor practices or compliance processes of this third party. Any failure to perform under our manufacturing agreement, or any termination or modification of this relationship, could result in significant delays in production, increased costs, reputational harm and an inability to fulfill customer orders, any of which could have a material adverse effect on our business, prospects, financial condition and operating results.

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Our facilities may not be operable due to natural disaster, permitting, or other external factors.

Natural disasters, including wildfires, tornadoes, hurricanes, floods and earthquakes, and severe weather conditions, such as heavy rains, strong winds, dense fog, blizzards or snowstorms, may damage our facilities or aircraft. Less severe weather conditions, such as rainfall, snowfall, fog, mist, freezing conditions or extreme temperatures, may also impact the ability for flights to occur as planned, which could reduce our revenue and profitability, and cause customers to view our service as less reliable.

We are subject to many hazards and operational risks that can disrupt our business, including interruptions or disruptions in service at our facilities, and we may not be able to secure adequate insurance policies, or secure insurance policies at reasonable prices, which could have a material adverse effect on our business, financial condition and results of operations.

Our operations are subject to many hazards and operational risks inherent to our business, including general business risks, product liability and damage to third parties, our infrastructure or properties that may be caused by fires, floods and other natural disasters, power losses, telecommunications failures, terrorist attacks (including hijacking, use of the aircraft as a weapon, or use of the aircraft to disperse a chemical or biological agent), catastrophic loss due to security related incidents, human errors and similar events. Additionally, the manufacturing operations of our third-party manufacturing partners are hazardous at times and may expose us to safety risks, including environmental risks and health and safety hazards to their employees or third parties.

We maintain general liability insurance, aviation flight testing insurance, aircraft liability coverage, directors and officers insurance and other insurance policies. However, there can be no assurance that our coverage will be sufficient to cover potential claims or that present levels of coverage will be available in the future at reasonable cost. Further, we expect our insurance needs and costs to increase as we build production capacity, establish commercial operations, add customers and expand into new markets, and it is too early to determine what impact, if any, the commercialization of autonomous cargo drones will have on our insurance costs.

We may be unable to obtain relevant regulatory approvals for the commercialization of our aircraft in the United States or in foreign markets.

The commercialization of our aircraft requires certain regulatory authorizations and approvals, including from the Federal Aviation Administration (“FAA”) and, for international operations, from foreign civil aviation or defense authorities. While we intend to pursue commercial operations under drone regulatory pathways, including beyond visual line of sight waivers, exemptions and participation in programs such as the eVTOL Integration Pilot Program, we are also pursuing type certification of our Chaparral aircraft with the FAA. We have filed an application for a type certificate and are pursuing a restricted category type certificate, but as of the date of this filing no type certificate or production certificate has been issued with respect to our aircraft. A special airworthiness certificate has been issued for one Chaparral C1 experimental aircraft on August 21, 2026 for research and development and crew training. That certificate is subject to operating limitations and does not authorize commercial air transportation. The certification basis has not yet been established, and we can give no assurance as to whether or when the FAA will establish a certification basis or issue any such certificate. We may be unable to obtain any of these authorizations, approvals or certificates, or to do so on the timeline we project. Should we fail to obtain any of the required authorizations or approvals, or do so in a timely manner, or any of these authorizations or approvals are modified, suspended or revoked after we obtain them, we may be unable to launch our commercial operations or do so on the timelines we project, which would have adverse effects on our business, prospects, financial condition and results of operations.

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 our aircraft in a timely manner.

There are a number of existing laws, regulations and standards that may apply to our aircraft, including standards that were not originally intended to apply to autonomous, hybrid-electric cargo drones. While our aircraft and our operations are designed to operate within existing and evolving regulatory frameworks, the FAA or other regulatory authorities may disagree with our view, which may prohibit, restrict or delay our ability to launch in the relevant market. Regulatory authorities may introduce changes specifically to address autonomous drones or unmanned aircraft systems that could delay our ability to commence commercial operations. In addition, the increased volume of drone operations, including our

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own, may result in regulatory changes for integration into the National Airspace System or international airspace systems applicable to our operations. We may be unable to comply with such regulatory changes at all or do so in a timely manner. Such regulatory changes could also result in increased costs, reducing demand and impacting our financial performance.

Commercial operators of our aircraft in the United States will need to obtain various FAA approvals to operate the aircraft. Delays or challenges associated with customers obtaining these approvals could have a material adverse effect on our ability to sell and market our aircraft.

Commercial customers operating our Chaparral aircraft in the United States will need to obtain various FAA approvals, including operational approvals, remote pilot licenses and airspace access authorizations. The regulatory framework for beyond visual line of sight operations of large autonomous cargo drones is still evolving, and the FAA may impose burdensome requirements that extend the timeline for our customers to begin revenue-generating operations. If our customers are unable to obtain these approvals in a timely manner, it could reduce demand for our aircraft and have a material adverse effect on our business, results of operations, financial condition and prospects. The FAA’s current authorizations for Elroy Air, including experimental authorizations for specified flight operations near Byron Airport and Houma-Terrebonne Airport, do not authorize commercial air transportation and do not eliminate the need for commercial operators to obtain their own approvals.

Changes in government regulation imposing additional requirements and restrictions on our operations could increase our operating costs and result in service delays and disruptions.

Aerospace manufacturers and unmanned aircraft system operators are subject to extensive regulatory and legal requirements that involve significant compliance costs. The Department of Transportation and the FAA may issue regulations relating to the design, manufacture and operation of autonomous aircraft that could require significant expenditures. Additional laws, regulations, taxes and fees have been proposed from time to time that could significantly increase the cost of our operations or reduce the demand for autonomous cargo aircraft. If adopted, these measures could have the effect of raising costs, reducing revenue and increasing expenses. We cannot assure you that these and other laws or regulations enacted in the future will not harm our business.

We expect to conduct a significant portion of our business pursuant to U.S. government contracts, which are subject to unique risks.

We currently execute, and expect to continue to pursue, contracts with the U.S. government, including the U.S. Army, U.S. Marine Corps, U.S. Air Force and U.S. Special Operations Command. Contracts with the U.S. government are subject to extensive regulations, and changes to those regulations could increase our costs. Government demand and payment for our aircraft and technologies may be impacted by public sector budgetary cycles and funding authorizations, with funding reductions or delays adversely affecting public sector demand for our offerings, including as a result of government shutdowns, competing priorities of new administrations, war, regional geopolitical conflicts, incidents of terrorism, natural or manmade disasters and public health concerns. Governments routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government refusing to continue buying our offerings, or institute fines or civil or criminal liability. Contracts with governments are also subject to protective statutes, suspension and debarment as well as other legal actions and proceedings that generally do not apply to purely commercial contracts. New regulations, or changes to existing requirements, could increase our compliance costs, and we could be subject to additional costs in the form of withheld payments or reduced future business if we fail to comply with these requirements.

The U.S. government may modify, curtail or terminate one or more of our contracts.

The U.S. government contracting party may modify, curtail or terminate its contracts with us, without prior notice and either at its convenience or for default based on performance. In addition, funding pursuant to our U.S. government contracts may be reduced or withheld as part of the U.S. Congressional appropriations process due to fiscal constraints, changes in U.S. national security strategy or priorities or other reasons. Any loss or anticipated loss or reduction of expected funding or modification, curtailment or termination of one or more of our U.S. government contracts could have a material adverse effect on our earnings, cash flow or financial position, as well as our ability to secure operational experience or revenues.

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We may be subject to risks associated with strategic relationships and may not be able to identify or form strategic relationships in the future.

We have entered into strategic relationships, including our U.S. manufacturing partnership and our joint venture for manufacturing and services in Abu Dhabi, and may in the future enter into additional strategic alliances or joint ventures. These alliances subject us to a number of risks, including risks associated with sharing proprietary information, non-performance by the third party and increased expenses in establishing new strategic alliances, any of which may adversely affect our business. We may have limited ability to monitor or control the actions of these third parties and, to the extent any of these strategic third parties suffers negative publicity or harm to their reputation from events relating to their business, we may also suffer negative publicity or harm to our reputation by virtue of our association with any such third party.

If conflicts arise between us and our strategic partners, our business could be adversely affected.

If conflicts arise between our collaborators or strategic partners and us, the other party may act in a manner adverse to us and could limit our ability to implement our strategies. Our collaborators or strategic partners may develop, either alone or with others, products in related fields that are competitive with our products. Specifically, conflicts with our manufacturing partners could adversely impact our ability to manufacture aircraft or scale production, while conflicts with our commercial or defense customers could adversely impact our ability to successfully commercialize our products. Such conflicts with our strategic partners may result in adverse effects on our business, financial condition and results of operations.

We are highly dependent on our senior management team and other highly skilled personnel, and if we are not successful in attracting or retaining a sufficient number of highly qualified personnel, we may not be able to successfully implement our business strategy.

Our success depends, in significant part, on the continued services of our senior management team, including our CEO and founder, and on our ability to attract, motivate, develop and retain a sufficient number of other highly skilled personnel, including engineering, software, sales and technology support personnel. The loss of any one or more members of our senior management team, for any reason, including resignation or retirement, could impair our ability to execute our business strategy and harm our business, financial condition and results of operations. Competition for highly skilled personnel is intense, particularly in the fields of autonomous systems, aerospace engineering and software development, and we may incur significant costs to attract and retain our personnel. We may not be able to hire or retain sufficient personnel with the skills and experience needed to support our operations. If we do not have adequate personnel, we may be unable to meet our development, manufacturing, support our customers or scale our operations as planned, and we could experience delays, increased costs or disruptions in our operations. If we fail to attract new personnel or fail to retain and motivate our current personnel, our business, results of operations, financial condition and future growth prospects could be harmed.

Our business may be adversely affected by labor and union activities.

Although none of our employees are currently represented by a labor union, it is common throughout the aerospace and defense industries generally for many employees to belong to a union, which can result in higher employee costs and increased risk of work stoppages. As we expand our business, there can be no assurances that our employees will not join or form a labor union or that we will not be required to become a union signatory. We are also directly or indirectly dependent upon companies with unionized work forces, and work stoppages or strikes organized by such unions could have a material adverse impact on our business, financial condition or operating results.

We may be unable to protect our intellectual property rights from unauthorized use by third parties.

Our success depends, in part, on our ability to protect our proprietary intellectual property rights, including our technologies deployed in our aircraft, our autonomous flight software, our hybrid-electric powertrain and our payload interface systems. We have 18 patent assets, consisting of 15 issued utility and design patents and 3 pending applications, spanning hybrid-electric propulsion, autonomous cargo handling and advanced payload interfaces, along with copyrighted works and trade secrets. However, the steps we take to protect our intellectual property may be inadequate, and unauthorized parties may attempt to copy aspects of our intellectual property or obtain and use information that we regard as proprietary. There can be no assurance that the intellectual property rights we own will provide competitive advantages or will not be challenged or circumvented by our competitors. Further, obtaining and maintaining patent, copyright and trademark protection can be costly, and we may choose not to, or may fail to, pursue or maintain such forms of protection in the United States or foreign jurisdictions, which could harm our ability to maintain our competitive advantage. The laws of some countries do not protect proprietary rights to the same extent as the laws of the United States, and to the extent we expand our international activities, our exposure to unauthorized use of our technologies and proprietary information may increase.

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Third parties may claim that we infringe their intellectual property rights, which could result in costly litigation or require us to redesign our products.

Other holders of intellectual property rights relating to battery packs, electric motors, autonomous flight software, aircraft configurations, fly-by-wire flight control systems, electronic power management systems or any other technology relevant to our business may initiate legal proceedings alleging infringement or misappropriation of such rights by us and our employees. Any such proceedings, regardless of outcome or merit, could be time-consuming and expensive to defend or resolve, result in substantial diversion of management and technical resources, delay, limit or prevent our ability to make, develop, commercialize or deploy our aircraft and deteriorate our reputation and our business relationships. A successful claim of infringement or misappropriation against us could require us to cease development or sales of our aircraft, pay substantial damages, obtain a license from the owner of the asserted intellectual property right (which may not be available on reasonable terms or at all), or develop an alternative design, any of which could significantly adversely affect our business, prospects, financial condition or operating results.

We are subject to cybersecurity risks to our operational systems, security systems, aircraft software and data processed by us or third-party vendors.

We are at risk for interruptions, outages and breaches of our operational systems, including business, financial, accounting, product development, data processing or production processes, owned by us or our third-party vendors or suppliers; our facility security systems; our aircraft technology, including our autonomous flight software, avionics and hybrid-electric power management systems; and data that we process or our third-party vendors or suppliers process on our behalf. Such incidents could disrupt our operational systems, result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information, compromise certain information of customers, employees, suppliers or others, jeopardize the security of our facilities or affect the performance of our aircraft’s integrated autonomous flight software. Our aircraft contain complex information technology systems and built-in data connectivity to share aircraft data with ground operations infrastructure. Hackers may attempt to gain unauthorized access to modify, alter and use such networks, aircraft and systems to gain control of or to change our aircraft’s functionality, performance characteristics or to gain access to data stored in or generated by the aircraft. A significant breach of our or our third-party service providers’ network security and systems could have serious negative consequences for our business and future prospects, including possible fines, penalties and damages, reduced customer demand for our aircraft and harm to our reputation and brand.

We are subject to rapidly evolving privacy, data protection and data security laws, and our actual or perceived failure to comply could harm our business.

We will be collecting, using and disclosing personal information of personnel, business contacts and others in the course of operating our business. These activities are or may become regulated by a variety of domestic and foreign laws and regulations relating to privacy, data protection and data security, which are complex, rapidly evolving and increasingly stringent. State legislatures and federal authorities have been enacting comprehensive privacy laws, including the California Consumer Privacy Act, and similar laws have been passed or been proposed in other states. Despite our efforts, we may not be successful in complying with rapidly evolving privacy, data protection and data security requirements. Any actual or perceived non-compliance could result in litigation and proceedings against us by governmental entities or others, fines, civil or criminal penalties, negative publicity and harm to our brand and reputation.

Our aircraft utilization may be lower than expected and our aircraft may be limited in its performance during certain weather conditions.

Our aircraft may not be able to fly safely in poor weather conditions, including snowstorms, thunderstorms, lightning, hail, known icing conditions and/or fog. Our inability to operate in these conditions will reduce aircraft utilization and cause delays and disruptions. Aircraft utilization is reduced by delays and cancellations from various factors, many of which are beyond our control, including adverse weather conditions, security requirements, air traffic congestion, airspace restrictions and unscheduled maintenance events. The success of our business is dependent, in part, on the utilization rate of our aircraft, and reductions in utilization will adversely impact our financial performance.

We are subject to risks associated with climate change, including the potential increased impacts of severe weather events on our operations and infrastructure.

The potential physical effects of climate change, such as increased frequency and severity of storms, floods, fires, fog, mist, freezing conditions, sea-level rise and other climate-related events, could affect our operations, infrastructure and financial results. We could incur significant costs to improve the climate resiliency of our infrastructure and otherwise

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prepare for, respond to and mitigate such physical effects of climate change. We may also be impacted by transitional risks related to climate change, including new or more stringent regulatory requirements, increased monitoring and disclosure requirements and potential effects on our reputation. We are not able to accurately predict the materiality of any potential losses or costs associated with the physical effects of climate change.

If we are unable to maintain adequate facilities and infrastructure, we may be unable to offer our aircraft and services in a way that is useful to customers.

To operate and expand our current and planned business activities, we must secure or otherwise develop adequate testing and maintenance infrastructure. There is also a complex patchwork of federal, regional and municipal regulatory considerations applicable to aviation assets and infrastructure in particular. Local community groups, some of which may be opposed to new aviation infrastructure, can impact the application of these regulations or the development of new regulations. Our facilities may be subject to a risk of closure due to zoning, permitting and leasing issues. We may not be able to obtain necessary permits and approvals to enable adoption of our aircraft or other offerings. If we are unable to acquire, lease or otherwise maintain space and related facilities integral to our operations on terms and in locations that are favorable, this could have a material adverse effect on our business, results of operations, financial condition and prospects.

We are subject to stringent U.S. export and import control laws and regulations, which may change or be difficult to comply with.

Our business is subject to stringent U.S. import and export control laws and regulations as well as economic sanctions laws and regulations. We are required to import and export our products, software, technology and services in full compliance with such laws and regulations, which may include the Export Administration Regulations (“EAR”), the International Traffic in Arms Regulations and economic sanctions administered by the Treasury Department’s Office of Foreign Assets Control. These foreign trade controls prohibit, restrict, regulate or delay our ability to, directly or indirectly, export, re-export or transfer certain hardware, technical data, technology, software or services to certain countries and territories, entities and individuals, and for certain end uses. For example, the delivery of the Chaparral aircraft to a customer in the Middle East will require a BIS license for export, which is expected to take at least 30-60 days to secure. If we are found to be in violation of these laws and regulations, it could result in civil and criminal penalties, the loss of export or import privileges, debarment and reputational harm. Changes in U.S. foreign trade control laws and regulations, or reclassifications of our products or technologies, may restrict our operations. Given the dual-use nature of our technology across commercial and defense applications, the inability to secure and maintain necessary licenses and other authorizations could negatively impact our ability to compete successfully or to operate our business as planned.

Our operations and activities involving foreign persons, as well as certain transactions involving foreign persons, may be subject to review by the Committee on Foreign Investment in the United States (“CFIUS”), which could delay or restrict certain transactions and adversely affect our business.

We may engage in activities that involve foreign persons, including through foreign operations, investments from non-U.S. investors, or partnerships with foreign entities. In addition, we may pursue acquisitions, investments, strategic partnerships, joint ventures, financings, commercial arrangements, or other transactions involving foreign persons. As a result, certain of our activities and transactions may be subject to review by CFIUS, which has authority to review direct or indirect foreign investments in U.S. businesses. Among other things, CFIUS is authorized to require parties to certain proposed, pending, or completed transactions subject to its jurisdiction to submit filings, charge filing fees in connection with such filings, and unilaterally initiate national security reviews of foreign investments in U.S. businesses if the parties elect not to file voluntarily. If CFIUS determines that an investment presents risks to U.S. national security, CFIUS may require mitigation measures with respect to the transaction or recommend that the President of the United States block the transaction if the parties do not voluntarily abandon it.

If a particular transaction involving us falls within CFIUS’s jurisdiction, we may determine that a mandatory filing is required, elect to seek CFIUS review on a voluntary basis, or proceed with the transaction without notifying CFIUS and risk CFIUS intervention before or after closing. CFIUS may delay a proposed or pending transaction, impose mitigation conditions, or recommend that the President of the United States prohibit a transaction or require divestment of all or a portion of a U.S. business acquired without prior CFIUS clearance. In addition, certain industries may be subject to laws, rules, or regulations that limit foreign ownership or impose additional requirements with respect to foreign ownership. The government review process, whether by CFIUS or otherwise, could be lengthy, and we cannot predict whether CFIUS may seek to review transactions involving us and foreign persons. Any delay in obtaining required approvals, or any decision by CFIUS to block a transaction or impose conditions on a transaction, could limit the attractiveness of,

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delay, or prevent us from pursuing certain transactions or strategic opportunities that we believe would otherwise benefit us and our stockholders. Enhanced scrutiny of, and potential restrictions on, the ability of foreign persons to invest in or transact with us could also limit our ability to engage in strategic transactions that could benefit our stockholders, including a change of control, and could affect the price an investor may be willing to pay for our securities. Any of the foregoing could have a material adverse effect on our business, financial condition, and results of operations.

Our long-term success and ability to significantly grow our revenue will depend, in part, on our ability to establish and expand into international markets.

Our future results will depend, in part, on our ability to establish and expand our presence within international markets, including the defense and commercial logistics sectors. Our ability to expand internationally involves various risks, including the need to invest significant resources, the possibility that returns on such investments will not be achieved in the near future or at all, the need to obtain international regulatory approvals and comply with local laws, and the challenges of operating in unfamiliar competitive environments. If we are unable to identify suitable international partners or negotiate favorable terms, our international growth may be limited. In addition, we may incur significant expenses in advance of generating material revenue as we attempt to establish our presence in particular international markets.

Our 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.

Current global political and macroeconomic conditions and the effects thereof, including inflation, volatile interest rates, changes in trade agreements or regulations, tariffs, uncertainty with respect to the federal budget and federal debt ceiling and potential government shutdowns related thereto, actual or perceived instability in the global banking sector, the war in Ukraine and conflicts in the Middle East, supply chain issues, and any economic downturn or recession in certain regions or worldwide have, and may continue to, adversely affect our business, results of operations, financial condition and prospects. The existence of inflation in certain economies has resulted in, and may continue to result in, volatile interest rates and capital costs, supply shortages, increased costs of labor, certain components, manufacturing, and shipping as well as weakening exchange rates and other similar effects. As a result, we may experience cost increases. Although we take measures to mitigate the effects of macroeconomic challenges, if these measures are not effective, our business, results of operations, liquidity, financial condition, and prospects could be materially adversely affected. Even if such measures are effective, there could be a delay between the adverse effects of macroeconomic conditions and the timing of when those beneficial actions impact our business, results of operations, financial condition, and/or prospects.

We could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act or similar anti-bribery laws in other jurisdictions in which we operate.

As we pursue our planned international expansion and import and export our products, software, technology and services internationally, we face various domestic and local regulatory challenges and are subject to risks associated with our international operations. As we pursue these international activities, we may have direct and indirect interactions with officials and employees of non-U.S. government agencies or state-owned or affiliated entities, including in connection with our planned international joint ventures and our current and future international customer relationships.

The U.S. Foreign Corrupt Practices Act (FCPA) and similar anti-bribery and anticorruption laws in other jurisdictions prohibit U.S.-based companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business, directing business to another, or securing an advantage. In addition, U.S. public companies are required to maintain records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. Under the FCPA, U.S. companies may be held liable for the corrupt actions taken by directors, officers, employees, agents, or other strategic or local partners or representatives.

We intend to implement internal controls, policies, procedures, and training designed to promote compliance by us and our directors, officers, employees, representatives, consultants and agents with the FCPA and other applicable anti-bribery laws and regulations. We cannot assure you that our internal controls, policies, and procedures will effectively detect and prevent all violations of applicable anti-bribery laws committed by our employees or agents, nor can we assure you that our business partners, including our joint venture partners, have not engaged and will not engage in conduct that could materially affect their ability to perform their contractual obligations to us or even result in our being held liable for such conduct. Violations of these laws, or allegations of such violations, could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, severe criminal or civil sanctions and, in the case of the FCPA, suspension or debarment from U.S. Government contracts, any of which could have an adverse effect on our reputation, business, operating results.

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We have identified material weaknesses in our internal control over financial reporting. If not remediated, or if New Elroy Air experiences additional material weaknesses in the future or otherwise fails to maintain effective internal controls in the future, New Elroy Air may not be able to accurately or timely report its financial condition or results of operations, which may adversely affect investor confidence in New Elroy Air and, as a result, the value of New Elroy Air Common Stock.

In the course of preparing the financial statements as of June 30, 2026, December 31, 2025 and December 31, 2024 that are included elsewhere in this proxy statement/prospectus, our management determined that we have material weaknesses in our internal controls over financial reporting. These material weaknesses relate principally to (i) the lack of effectively designed and implemented IT General Controls (“ITGC”) over applications supporting Elroy Air’s financial reporting processes, including, but not limited to, controls relating to user and privileged access and the evaluation of controls at certain third-party service organizations, (ii) insufficient segregation of duties across financially relevant functions, and (iii) lack of sufficient number of qualified personnel within the accounting, finance, and operations functions who possessed an appropriate level of expertise to provide reasonable assurance that transactions were being appropriately recorded and disclosed. Elroy Air has concluded that these material weaknesses existed because it did not have the necessary business processes, systems, personnel, and related internal controls.

These deficiencies could result in a misstatement of one or more account balances or disclosures potentially leading to a material misstatement to the annual or interim financial statements which may not be prevented or timely detected and, accordingly, management determined that these control deficiencies constitute material weaknesses.

In order to remediate the material weaknesses, we have taken and plan to take the following actions:

•        Continuing to hire personnel within the accounting, finance, and operations functions with the appropriate level of technical accounting, SEC reporting, public company and internal control experience and expertise to implement, monitor, and maintain business processes and ITGCs;

•        Providing additional training for our personnel on internal controls as our company continues to grow;

•        Implementing additional controls and processes that operate at a sufficient level of precision and frequency or that evidence the performance of the control;

•        Implementing processes and controls to better identify, manage, and monitor segregation of duties risks, including enhancing the usage of technology and tools for segregation of duties within Elroy Air’s systems, applications and tools;

•        Designing, developing, and implementing an enhanced ITGC framework, including the implementation of a number of systems, processes and tools to enable the effectiveness and consistent execution of these controls;

•        Implementing processes and controls to better identify and manage user and privileged access to IT systems;

•        Implementing ITGCs to manage access and program changes within its IT environment and to support the evaluation, monitoring, and ongoing effectiveness of key applications and key reports;

•        Implementing processes and controls to evaluate risks related to third-party service organizations;

•        Implementing formal governance policies and processes over financial reporting, including documented journal entry approval controls, assessment of segregation of duties conflicts, the performance of periodic user access and privileged-access reviews, review of SOC reports for financially relevant third-party service organizations, and monitoring controls over key financial reporting systems;

•        Continuing to formalize accounting policies and procedures, and enhancing management review controls over significant transactions and key financial reporting processes;

•        Considering system enhancements to reduce reliance on manual processes; and

•        Engaging an external advisor to assist with evaluating and documenting the design and operating effectiveness of internal controls and assisting with the remediation of deficiencies, as necessary.

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We will not be able to fully remediate the material weaknesses until these steps have been completed, have been operating effectively for a sufficient period of time and management has concluded, through testing, that these controls are effective. We and our independent registered public accounting firm were not required to, and did not, perform an evaluation of our internal control over financial reporting as of December 31, 2025 or any period in accordance with the provisions of the Sarbanes-Oxley Act. Accordingly, we cannot assure you that we have identified all, or that we will not in the future have additional, material weaknesses.

If not remediated, these material weaknesses could result in material misstatements to our annual or interim financial statements that might not be prevented or detected on a timely basis, or in delayed filing of required periodic reports. If we are unable to assert that our internal control over financial reporting is effective, or when required in the future after the completion of this Business Combination, investors may lose confidence in the accuracy and completeness of our financial reports, the market price of our common stock could be adversely affected and we could become subject to litigation or investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources.

Risks Related to New Elroy Air’s Securities Following the Business Combination

The Certificate of Designation for the Series A Preferred Stock and the New Elroy Air Series A Warrants each contain “full ratchet” anti-dilution provisions and trading-price adjustment provisions applicable to the conversion price and exercise price, respectively, which may result in a greater number of shares of New Elroy Air Common Stock being issued upon conversions or exercises, than if the conversions or exercises were effected at the initial conversion price or initial exercise price.

The Certificate of Designation for Series A Preferred Stock contains “full ratchet” anti-dilution provisions applicable to the conversion prices used in voluntary conversions of Series A Preferred Stock by the holders thereof which provisions require the lowering of the applicable conversion price, as then in effect, to the purchase price of equity or equity-linked securities issued in subsequent offerings at prices less than the conversion price then in effect. In addition, if the 20-day volume-weighted average price of the New Elroy Air Common Stock on the twenty-first trading day following the date that is six months after the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $5.00. The exercise prices of the New Elroy Air Series A Warrants are subject to the same anti-dilution and other adjustments as the Series A Preferred Stock. When the exercise price of the New Elroy Air Series A Warrants is reduced, the number of shares of New Elroy Air Common Stock that may be purchased upon exercise of such New Elroy Air Series A Warrants is increased proportionately, so that after such adjustment, the aggregate exercise price payable thereunder for the adjusted number of shares of New Elroy Air Common Stock is the same as the aggregate exercise price in effect immediately prior to such adjustment.

If in the future, while any of the Series A Preferred Stock or New Elroy Air Series A Warrants are outstanding, (i) New Elroy Air issues securities at an effective purchase price per share of New Elroy Air Common Stock that is less than the applicable conversion price of the Series A Preferred Stock or exercise price of the New Elroy Air Series A Warrants, as then in effect, or (ii) if the 20-day volume-weighted average price of the New Elroy Air Common Stock on the twenty-first trading day following the date that is six months after the Closing Date is less than the conversion price then in effect, New Elroy Air will be required, subject to certain limitations and adjustments as provided in the Certificate of Designation and the New Elroy Air Series A Warrants, to reduce the relevant conversion price or exercise price, which will result in a greater number of shares of New Elroy Air Common Stock being issuable upon conversion or exercise of the Series A Preferred Stock or New Elroy Air Series A Warrants, as applicable, which in turn will have a greater dilutive effect on New Elroy Air’s stockholders. Further, because the Series A Preferred Stock votes, together with the New Elroy Air Common Stock, on an as-converted basis, a reduction in the conversion price will immediately dilute the voting interest of the New Elroy Air Common Stock, even if the Series A Preferred Stock is not converted. The potential for such additional issuances may depress the price of the New Elroy Air Common Stock regardless of New Elroy Air’s business performance. New Elroy Air also may find it more difficult to raise additional equity capital while any of the Series A Preferred Stock or New Elroy Air Series A Warrants are outstanding.

Further, it is possible that New Elroy Air will not have a sufficient number of available shares to satisfy the conversion of the Series A Preferred Stock and exercise of the New Elroy Air Series A Warrants if the applicable conversion price or exercise price is reduced. If New Elroy Air does not have a sufficient number of available shares for such conversions or exercises, it will be required to increase its authorized shares, which may not be possible and will be time consuming and expensive.

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Sales of a substantial number of shares of New Elroy Air Common Stock could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the New Elroy Air Common Stock.

Sales of a substantial number of shares of New Elroy Air Common Stock could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the New Elroy Air Common Stock.

At the Closing, New Elroy Air, the Sponsor, the Closing PIPE Investor, certain securityholders of Elroy Air and other parties thereto will enter into the A&R Registration Rights Agreements, pursuant to which, among other things, the Sponsor, the Closing PIPE Investor, such securityholders of Elroy Air and other parties thereto will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of New Elroy Air that they will hold following the Business Combination.

Although the Sponsor Lock-Up Securityholders and the Lock-Up Holders will be subject to the restrictions on transfer set forth in the Sponsor Lock-Up Agreement and the Elroy Air Lock-Up Agreement, the applicable New Elroy Air Warrants, and underlying shares of New Elroy Air Common Stock will be released from lock-up on the date that is 30 days after the Closing Date and the remaining shares of New Elroy Air Common Stock subject to the Lock-Up Agreements could be released from lock-up as soon as the date that is 20 trading days after the date that is 30 days after the Closing Date. The holders of Series A Preferred Stock and New Elroy Air Series A Warrants are not, in their capacities as such, subject to any contractual lock-up restrictions. As restrictions on resale end, the market price of New Elroy Air Common Stock could decline if the holders of currently restricted shares sell them or are perceived by the market as intending to sell them.

The New Elroy Air Warrants and the New Elroy Air Series A Warrants may have an adverse effect on the market price of the New Elroy Air Common Stock.

Upon Closing, there will be 7,888,334 New Elroy Air Warrants outstanding, each exercisable for $11.50 per share of New Elroy Air Common Stock and New Elroy Air Series A Preferred Warrants exercisable for an aggregate of 7,352,940 shares of New Elroy Air Common Stock, subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment. Such New Elroy Air Warrants and the New Elroy Air Series A Warrants, if and when exercised, will increase the number of issued and outstanding shares, resulting in dilution to New Elroy Air’s stockholders and may reduce the market price of the New Elroy Air Common Stock. Such impacts may be exacerbated if the exercise price of New Elroy Air Series A Warrants is reduced and the number of underlying shares of New Elroy Air Common Stock are correspondingly increased. See “— The Certificate of Designation for the Series A Preferred Stock and the New Elroy Air Series A Warrants each contain “full ratchet” anti-dilution provisions and trading-price adjustment provisions applicable to the conversion price and exercise price, respectively, which may result in a greater number of shares of New Elroy Air Common Stock being issued upon conversions or exercises, than if the conversions or exercises were effected at the initial conversion price or initial exercise price.”

There may not be an active trading market for New Elroy Air Common Stock, which may make it difficult to sell shares of New Elroy Air Common Stock.

An active trading market for New Elroy Air Common Stock may not develop or be sustained following the closing of the Business Combination. If an active trading market for New Elroy Air Common Stock does not develop or is not sustained, you may not be able to sell your shares at an attractive price or at all. Furthermore, an inactive market may also impair New Elroy Air’s ability to raise capital by selling shares of New Elroy Air Common Stock in the future, and may impair New Elroy Air’s ability to enter into strategic collaborations or acquire companies or products by using shares of New Elroy Air Common Stock as consideration.

The requirements of being a public company in the U.S., if the Business Combination is completed, may strain New Elroy Air’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from being a public company in the U.S. may be greater than we anticipate.

Requirements associated with being a public company in the United States will require significant resources and management attention. After the completion of the Business Combination, New Elroy Air will be subject to certain reporting requirements of the Exchange Act, and the other rules and regulations of the SEC, and Nasdaq. New Elroy Air will also be subject to various other regulatory requirements, including the Sarbanes-Oxley Act. We expect these rules and regulations to increase our legal, accounting and financial compliance costs and to make some activities more time-consuming and costly. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to

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obtain directors’ and officers’ liability insurance, which could make it more difficult for us to attract and retain qualified members of our board of directors. We cannot predict or estimate the amount of additional costs we will incur as a public company or the timing of such costs. In addition, complying with rules and regulations and the increasingly complex laws pertaining to public companies will require substantial attention from our senior management, which could divert their attention away from the day-to-day management of our business. These cost increases and the diversion of management’s attention could materially and adversely affect our business, results of operations and financial condition. We will also need to hire additional personnel to support our financial reporting function and may face challenges in doing so.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of New Elroy Air’s securities may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of New Elroy Air’s securities may decline. The market values of these securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus, or the date on which Inflection Point’s shareholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Business Combination Agreement is based on the per share value of the amount in the Trust Account and will not be adjusted to reflect any changes in the market price of Inflection Point Class A Ordinary Shares, the market value of shares of New Elroy Air Common Stock and securities convertible into or exercisable for shares of New Elroy Air Common Stock issued in the Business Combination may be higher or lower than the values of these securities on earlier dates.

In addition, following the Business Combination, shares of New Elroy Air Common Stock will not have any redemption rights like the Public Shares had and fluctuations in the price of shares of New Elroy Air Common Stock could contribute to the loss of all or part of your investment. The trading price of shares of New Elroy Air Common Stock following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond Inflection Point’s, Elroy Air Operating Company, Inc.’s or New Elroy Air’s control. Inflationary pressures, increases in interest rates and other adverse economic and market forces may contribute to potential downward pressures in market value of shares of New Elroy Air Common Stock. Additionally, any of the risk factors discussed in this proxy statement/prospectus could have a material adverse effect on your investment and shares of New Elroy Air Common Stock may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of shares of New Elroy Air Common Stock may not recover and may experience a further decline.

Broad market and industry factors may materially harm the market price of shares of New Elroy Air Common Stock irrespective of New Elroy Air’s operating performance. The stock market in general, and Nasdaq specifically, has experienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of this volatility, you may not be able to sell your securities at or above the price at which they were acquired. A loss of investor confidence in the market for the stocks of other companies which investors perceive to be similar to New Elroy Air could depress New Elroy Air’s share price regardless of New Elroy Air’s business, prospects, financial conditions or results of operations. A decline in the market price of New Elroy Air’s securities also could adversely affect New Elroy Air’s ability to issue additional securities and New Elroy Air’s ability to obtain additional financing in the future.

There is no guarantee that the New Elroy Air Warrants will ever be in the money, and they may expire worthless.

The exercise price for the New Elroy Air Warrants is $11.50 per share of Common Stock, subject to adjustment. There is no guarantee that the New Elroy Air Warrants will be in the money prior to their expiration or remain in the money for any period of time, and as such, the New Elroy Air Warrants may expire worthless.

New Elroy Air Warrants may be redeemed prior to their exercise at a time that is disadvantageous to you, thereby making your New Elroy Air Warrants worthless.

Following the closing, outstanding New Elroy Air Warrants may be redeemed at any time after they become exercisable and prior to their expiration, at a price of $0.01 per New Elroy Air Warrant, provided that the last reported sales price of the New Elroy Air Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing at least 150 days after completion of the Business Combination ending on the third trading day prior to the date New Elroy Air sends the notice of redemption to the warrant holders. If and when the New Elroy Air Warrants become redeemable, New Elroy Air may not exercise its redemption rights if the issuance of shares of New Elroy Air Common Stock upon exercise of the New Elroy Air Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification, subject to New Elroy Air’s

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obligation in such case to use its best efforts to register or qualify the shares of New Elroy Air Common Stock under the blue sky laws of the state of residence in those states in which the Inflection Point Warrants were initially offered by Inflection Point in its IPO. Redemption of the New Elroy Air Warrants could force you (a) to exercise your New Elroy Air Warrants and pay the exercise price at a time when it may be disadvantageous for you to do so, (b) to sell your New Elroy Air Warrants at the then-current market price when you might otherwise wish to hold your New Elroy Air Warrants or (c) to accept the nominal redemption price which, at the time the outstanding New Elroy Air Warrants are called for redemption, is likely to be substantially less than the market value of your New Elroy Air Warrants.

You may only be able to exercise your New Elroy Air Warrants on a “cashless basis” under certain circumstances, and if you do so, you will receive fewer shares of New Elroy Air Common Stock from such exercise than if you were to exercise such Elroy Air Warrants for cash.

The Warrant Agreement provides that in the following circumstances holders of New Elroy Air Warrants who seek to exercise their Public Warrants will not be permitted to do for cash and will, instead, be required to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act: (i) if the shares of New Elroy Air Common Stock issuable upon exercise of the New Elroy Air Warrants are not registered under the Securities Act in accordance with the terms of the Warrant Agreement; (ii) if New Elroy Air has so elected and the shares of New Elroy Air Common Stock are at the time of any exercise of a New Elroy Air Warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the New Elroy Air Warrants for redemption.

If you exercise your New Elroy Air Warrants on a cashless basis, you would pay the warrant exercise price by surrendering the New Elroy Air Warrants for that number of shares of New Elroy Air Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of New Elroy Air Common Stock underlying the New Elroy Air Warrants, multiplied by the excess of the “fair market value” of shares of New Elroy Air Common Stock (as defined in the next sentence) over the exercise price of the New Elroy Air Warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the shares of New Elroy Air Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of New Elroy Air Warrants, as applicable. As a result, you would receive fewer shares of New Elroy Air Common Stock from such exercise than if you were to exercise such New Elroy Air Warrants for cash.

If the Merger does not qualify as a reorganization under Section 368(a) of the Code, Holders of Elroy Air’s securities may be required to pay substantial U.S. federal income taxes.

Inflection Point and Elroy Air intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, DLA Piper LLP (US) intends to deliver an opinion on the basis of facts, representations and assumptions and subject to the limitations and qualifications set forth or referred to in such opinion regarding the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code. The obligations of each of Inflection Point and Elroy Air to complete the Merger, however, are not conditioned on the receipt of any such opinion. Such opinion of counsel will be based on customary assumptions and certain representations, warranties, and covenants of Inflection Point, Elroy Air, and Merger Sub. If any of these assumptions, representations, warranties, or covenants is or becomes incorrect, incomplete, or inaccurate, or is violated, or if there is a change in U.S. federal income tax law after the date of such opinion of counsel, the validity of such opinion of counsel may be adversely affected. In addition, such opinion of counsel is not free from doubt because there is no authority directly addressing the treatment of all of the particular facts of the Merger for U.S. federal income tax purposes. Any opinion of counsel represents a counsel’s legal judgment but is not binding on the IRS or any court. Neither Inflection Point nor Elroy Air intends to request a ruling from the IRS with respect to the tax treatment of the Merger, and as a result, no assurance can be given that the IRS will not challenge the treatment of the Merger described below or that a court would not sustain such a challenge. If the Merger does not qualify as a “reorganization” within the meaning of Section 368(a) of the Code, then a Holder (as defined in “Material U.S. Federal Income Tax Considerations — II. U.S. Holders”) that exchanges Elroy Air securities for New Elroy Air securities in the Merger may recognize taxable gain in connection with such exchange and could be subject to substantial U.S. federal income taxes. For more information on the material U.S. federal income tax consequences of the Merger to Holders of Elroy Air securities, see “Material U.S. Federal Income Tax Considerations — II. U.S. Holders — D. Tax Consequences of the Merger to U.S. Holders of Elroy Air Common Stock” and “Material U.S. Federal Income Tax Considerations — III. Non-U.S. Holders — D. Tax Consequences of the Merger to Non-U.S. Holders of Elroy Air Common Stock”.

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The Proposed Charter will provide, subject to limited exceptions, that the courts of the State of Delaware will be the sole and exclusive forum for certain stockholder litigation matters, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

The Proposed Charter will require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought in the Court of Chancery of the State of Delaware or, if that court does not have jurisdiction, a state court located within the State of Delaware or the federal district court for the District of Delaware. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock shall be deemed to have notice of and consented to the forum provisions in the Proposed Charter. In addition, the Proposed Charter will provide that this choice of forum does not apply to any complaint asserting a cause of action under the Securities Act and the Exchange Act. Finally, the Proposed Charter will provide that federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act or the Exchange Act.

While the Delaware Supreme Court has upheld provisions of the certificates of incorporation of other Delaware corporations that are similar to the exclusive forum provision in the Proposed Charter, a court of a state other than the State of Delaware could decide that such provisions are not enforceable under the laws of that state.

The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the choice of forum provision contained in the Proposed Charter to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

General Risk Factors

We are currently in a period of economic uncertainty and capital markets disruption, which has been significantly impacted by a new U.S. presidential administration and accompanying regulatory activities and economic policies and events related thereto, ongoing military conflicts and geopolitical instability and inflation and interest rates.

U.S. and global markets have recently been experiencing volatility and disruption caused by economic uncertainty, including as a result of international trade disputes and ongoing military disputes and related geopolitical uncertainty. International trade disputes, including threatened or implemented tariffs by the Trump administration and threatened or implemented tariffs by foreign countries in retaliation, could adversely impact Elroy Air’s business. Trade disputes could also adversely impact supply chains which could now or in the future increase costs for Elroy Air or delay delivery of key inventories and supplies. Trade disputes can also be highly disruptive to global financial markets. The length and impact of the ongoing trade disputes and military conflicts are highly unpredictable. Elroy Air and Inflection Point are continuing to monitor the trade disputes, inflation, interest rates and the military conflicts and the impacts to global capital markets, to Elroy Air’s business, and to the parties’ ability to complete the Business Combination.

Inflection Point is, and we expect that New Elroy Air will be, an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

Inflection Point is, and we expect that New Elroy Air will be, an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Accordingly, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. As a result, our shareholders may not have access to certain information they may deem important. We, including as New Elroy Air, could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Inflection Point Class A Shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, Inflection Point is a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.

Following the Closing, New Elroy Air will be required to re-determine its status as a smaller reporting company prior to the time it makes its first filing with the SEC (other than the Current Report on Form 8-K filed with Form 10 Information (as defined in Rule 144(i)(3) of the Securities Act)). New Elroy Air will be able to continue to take advantage of the smaller reporting company scaled disclosures if its voting and non-voting common stock held by non-affiliates is less than $250.0 million measured as of a date within four business days after the consummation of the Business Combination, or New Elroy Air’s annual revenue is less than $100.0 million as of the most recently completed fiscal year reported in the Current Report on Form 8-K filed with Form 10 Information (as defined in Rule 144(i)(3) of the Securities Act). If New Elroy Air is no longer a smaller reporting company after this initial determination, it would need to reflect its re-determined status in any filing that is due after the 45-day period following the Closing. We expect that New Elroy Air will remain a smaller reporting company after the Closing. To the extent that New Elroy Air takes advantage of the reduced disclosure obligations available for smaller reporting companies, it may also make comparison of our financial statements with other public companies difficult or impossible.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the U.S. courts against our directors or officers.

Our corporate affairs are governed by the Cayman Constitutional Documents, the Companies Act (as the same may be supplemented or amended from time to time) and the common law of the Cayman Islands. We are also subject to the federal securities laws of the United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholder’s derivative action in a federal court of the United States.

We have been advised by Ogier (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of

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a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given, provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

As a result of all of the above, Public Shareholders may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or controlling shareholders than they would as Public Shareholders of a U.S. company.

The Cayman Constitutional Documents provide that the courts of the Cayman Islands will be the exclusive forum for certain disputes between us and our shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.

The Cayman Constitutional Documents provide that unless we consent in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the Cayman Constitutional Documents or otherwise related in any way to each shareholder’s shareholding in us, including but not limited to: (i) any derivative action or proceeding brought on our behalf; (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our shareholders; (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or the Cayman Constitutional Documents; or (iv) any action asserting a claim against us governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in the Cayman Constitutional Documents will not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim.

The Cayman Constitutional Documents also provide that, without prejudice to any other rights or remedies that we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the courts of the Cayman Islands as exclusive forum.

This choice of forum provision may increase a shareholder’s cost and limit the shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings. It is possible that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in the Cayman Constitutional Documents to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance.

Recent increases in inflation in the United States and elsewhere could make it more difficult for us to complete the Business Combination.

Recent increases in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete the Business Combination.

We employ a mail forwarding service, which may delay or disrupt our ability to receive mail in a timely manner.

Mail addressed to Inflection Point and received at its registered office will be forwarded unopened to the forwarding address supplied by Inflection Point to be dealt with. None of Inflection Point, its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability to communicate with us.

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EXTRAORDINARY GENERAL MEETING OF INFLECTION POINT

general

Inflection Point is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by the Inflection Point Board for use at the extraordinary general meeting and at any adjournment or postponement thereof. This proxy statement/prospectus provides Inflection Point shareholders with information they need to know to be able to vote or direct their vote to be cast at the extraordinary general meeting.

Date, Time and Place of the Extraordinary General Meeting

The extraordinary general meeting will be held at [•] New York City time, on [•], 2026, at the offices of White & Case LLP located at 1221 Avenue of the Americas, New York, NY 10020, and virtually via live webcast at [•].

Purpose of the Extraordinary General Meeting

At the extraordinary general meeting, Inflection Point is asking holders of Inflection Point Ordinary Shares to consider and vote upon:

•        the Business Combination Proposal. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A;

•        the Domestication Proposal. The Proposed Charter is attached to this proxy statement/prospectus as Annex B;

•        the Stock Issuance Proposal;

•        the Organizational Documents Proposal. The Proposed Charter and the Proposed Bylaws are attached to this proxy statement/prospectus as Annex B and Annex C, respectively;

•        the Advisory Organizational Documents Proposals;

•        the Director Election Proposal;

•        the New Elroy Air Incentive Plan Proposal (collectively with the Business Combination Proposal, the Domestication Proposal, the Stock Issuance Proposal, the Organizational Documents Proposal and the Director Election Proposal, the “Condition Precedent Proposals”); and

•        the Adjournment Proposal.

Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other. The Advisory Organizational Documents Proposal and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in this proxy statement/prospectus.

Recommendation of the Inflection Point Board

The Inflection Point Board believes that the Business Combination Proposal and the other proposals to be presented at the extraordinary general meeting are in the best interest of Inflection Point’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Director Election Proposal, “FOR” the approval of the New Elroy Air Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal, if presented to the extraordinary general meeting.

For a description of the Special Committee’s and the Inflection Point Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the Inflection Point Board, see the subsection entitled “Proposal No. 1 — The Business Combination Proposal — The Inflection Point Board’s Reasons for the Approval of the Business Combination”.

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When you consider the recommendation of the Inflection Point Board in favor of approval of these proposals, you should keep in mind that, aside from their interests as shareholders, the Sponsor, Inflection Point Fund and Inflection Point’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of unaffiliated Inflection Point shareholders. Please see the subsection entitled “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination”.

Record Date; Who is Entitled to Vote

Inflection Point shareholders will be entitled to vote or direct votes to be cast at the extraordinary general meeting if they owned Inflection Point Ordinary Shares at the close of business on [•], 2026, which is the “Record Date” for the extraordinary general meeting. Shareholders will have one vote for each Inflection Point Ordinary Share owned at the close of business on the Record Date on each Transaction Proposal on which such Inflection Point Ordinary Share is entitled to vote. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Inflection Point Warrants do not have voting rights. As of the close of business on the Record Date for the extraordinary general meeting, there were 31,331,667 Inflection Point Ordinary Shares issued and outstanding, of which 23,000,000 were issued and outstanding Public Shares.

The Sponsor and each director and each officer of Inflection Point have agreed to, among other things, vote in favor of the Business Combination, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any Inflection Point Ordinary Shares held by them. None of our Sponsor, directors or officers received separate consideration for their waiver of redemption rights. The Founder Shares held by the Sponsor will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owned approximately 25.3% of the issued and outstanding Inflection Point Ordinary Shares.

Abstentions and Broker Non-Votes

Proxies that are marked “abstain” will be treated as shares present for purposes of determining the presence of a quorum on all matters, but they will not be treated as shares voted on the matter. Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank, or nominee. Inflection Point believes all the proposals presented to the shareholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares without your instruction. Proxies relating to “street name” shares that are returned to Inflection Point but marked by brokers as “not voted” are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

Quorum and Vote of Inflection Point Shareholders

A quorum of Inflection Point shareholders is necessary to hold a valid meeting. A quorum will be present at the extraordinary general meeting if the holders of one-third of the issued and outstanding shares entitled to vote at the extraordinary general meeting are represented in person or by proxy (which would include presence at the extraordinary general meeting). Abstentions, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal. Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

As of the Record Date for the extraordinary general meeting, 10,443,889 Inflection Point Ordinary Shares would be required to achieve a quorum.

The Sponsor has agreed to vote all the Founder Shares and any Public Shares it may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owned approximately 25.3% of the issued and outstanding Inflection Point Ordinary Shares. The approval of the Business Combination Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. As a result, only 7,734,167 additional shares would need to be voted in favor of the

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Business Combination in order to approve the Business Combination Proposal. The Business Combination was not structured to require the approval of at least a majority of Inflection Point’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

The Business Combination Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Business Combination Proposal will have no effect, even if approved by holders of the Inflection Point Ordinary Shares.

The approval of the Domestication Proposal requires a special resolution of the Sponsor, being the affirmative vote of holders of at least two-thirds of the Inflection Point Class B Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of Inflection Point Class A Shares will have no right to vote on the Domestication Proposal, in accordance with Article 48.2 of the Cayman Constitutional Documents. The Domestication Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Domestication Proposal will have no effect, even if approved by holders of the Inflection Point Class B Shares.

The approval of the Stock Issuance Proposal requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Stock Issuance Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of the Inflection Point Ordinary Shares.

The approval of the Organizational Documents Proposal requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Organizational Documents Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of the Inflection Point Ordinary Shares.

The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding vote, requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Advisory Organizational Documents Proposals are not conditioned upon any other proposal.

The approval of the Director Election Proposal requires an ordinary resolution of the Sponsor, being the affirmative vote of holders of at least a simple majority of the Inflection Point Class B Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of Inflection Point Class A Shares will have no right to vote on the Director Election Proposal, in accordance with Article 30.1 of the Cayman Constitutional Documents. The Director Election Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the Director Election Proposal will have no effect, even if approved by holders of the Inflection Point Class B Shares.

The approval of the New Elroy Air Incentive Plan Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The New Elroy Air Incentive Plan Proposal is conditioned on the approval of the other Condition Precedent Proposals. Therefore, if the other Condition Precedent Proposals are not approved, the New Elroy Air Incentive Plan Proposal will have no effect, even if approved by holders of the Inflection Point Ordinary Shares.

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The Adjournment Proposal is not conditioned upon any other proposal.

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Voting Your Shares

Each Inflection Point Class A Share and each Inflection Point Class B Share that you own in your name entitles you to one vote on each Shareholder Proposal on which such Inflection Point Ordinary Share is entitled to vote. Your proxy card shows the number of Inflection Point Ordinary Shares that you own.

If you are a record owner of your shares, there are two ways to vote your Inflection Point Ordinary Shares at the extraordinary general meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card.    If you vote by proxy card, your “proxy”, whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the Inflection Point Board “FOR” the approval of the Business Combination Proposal, “FOR” the approval of the Domestication Proposal, “FOR” the approval of the Stock Issuance Proposal, “FOR” the approval of the Organizational Documents Proposal, “FOR” the approval, on an advisory basis, of each of the separate Advisory Organizational Documents Proposals, “FOR” the approval of the Director Election Proposal, “FOR” the approval of the New Elroy Air Incentive Plan Proposal and “FOR” the approval of the Adjournment Proposal, in each case, if presented to the extraordinary general meeting. Proxy cards received less than 48 hours prior to the start of the extraordinary general meeting will not be counted.

You Can Attend the Extraordinary General Meeting and Vote During the Meeting.

•        You can attend the extraordinary general meeting and vote in person even if you have previously voted by submitting a proxy pursuant to any of the methods noted above.

•        If your shares are registered in your name with Continental and you wish to attend the extraordinary general meeting virtually, go to [•], enter the 12-digit control number included on your proxy card or notice of the extraordinary general meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the extraordinary general meeting you will need to log back into the extraordinary general meeting site using your control number. Pre-registration is recommended but is not required in order to attend virtually.

•        Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the extraordinary general meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. After contacting Continental, a beneficial holder will receive an e-mail prior to the extraordinary general meeting with a link and instructions for entering the extraordinary general meeting. Beneficial shareholders should contact Continental at least five (5) business days prior to the extraordinary general meeting date in order to ensure access.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person or online and your shares are held in “street name”, you must obtain a legal proxy from your broker, bank or nominee. That is the only way Inflection Point can be sure that the broker, bank or nominee has not already voted your shares.

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Revoking Your Proxy

If you are an Inflection Point shareholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        sending another proxy card with a later date;

•        notifying Kevin Shannon, Chief Executive Officer of Inflection Point, in writing before the extraordinary general meeting that you have revoked your proxy; or

•        attending the extraordinary general meeting in person (including virtually), revoking your proxy, and voting as described above.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.

Who Can Answer Your Questions about Voting Your Shares

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your Inflection Point Ordinary Shares, you may call [•], our proxy solicitor, by calling [•], or by emailing [•].

Redemption Rights

Pursuant to the Cayman Constitutional Documents, a Public Shareholder may request to redeem all or a portion of its Public Shares for cash in connection with the completion of the Business Combination. As a Public Shareholder, you will be entitled to receive cash for any Public Shares to be redeemed only if you:

(a)     (i) hold Public Shares or (ii) hold Public Shares through Inflection Point Units and elect to separate your Inflection Point Units into the underlying Public Shares and Inflection Point Warrants prior to exercising your redemption rights with respect to the Public Shares;

(b)    submit a written request to Continental, including the legal name, phone number and address of the beneficial owner of the Public Shares for which redemption is requested, that Inflection Point redeem all or a portion of your Public Shares for cash; and

(c)     deliver your share certificates for Public Shares (if any) along with the redemption forms to Continental, physically or electronically through DTC.

Public Shareholders must complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days before the initial scheduled date of the extraordinary general meeting), in order for their Public Shares to be redeemed.

Public Shareholders may elect to redeem all or a portion of the Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If the Business Combination is abandoned, the Public Shares will be returned to the respective holder, broker or bank. If the Redemption is consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers the certificates for its shares (if any) along with the redemption forms to Continental, Inflection Point will redeem such Public Shares at the Redemption Price. For illustrative purposes, as of the Record Date, this would have amounted to approximately $[•] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares.

If you hold the shares in “street name”, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Shares that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through DTC’s deposit withdrawal at custodian (“DWAC”) system. Continental will typically charge the tendering broker $100 and it would be up to the broker to decide whether to pass this cost on to the redeeming shareholder. In the event the Business Combination is not consummated this may result in an additional cost to shareholders for the return of their Public Shares.

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Any request for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Inflection Point’s consent, until the Redemption. Furthermore, if a holder of a Public Share delivers its share certificates (if any) along with the redemption forms in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that Inflection Point permit the withdrawal of the redemption request and instruct Continental to return the certificate (physically or electronically). The holder can make such request by contacting Continental at the address or email address listed in this proxy statement/prospectus.

Any corrected or changed written exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No request for redemption will be honored unless the holder’s Public Shares have been delivered (either physically or electronically) to Continental at least two business days prior to the initial scheduled date of the extraordinary general meeting.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

Our Sponsor, officers and directors have agreed to, among other things, vote in favor of the Business Combination and waive their redemption rights in connection with the consummation of the Business Combination with respect to any Inflection Point Ordinary Shares held by them. None of our Sponsor, directors or officers received separate consideration for their waiver of redemption rights. The Founder Shares held by our Sponsor, officers and directors will be excluded from the pro rata calculation used to determine the per-share Redemption Price. As of the Record Date, the Sponsor owned approximately 25.3% of the issued and outstanding Inflection Point Ordinary Shares.

Holders of the Inflection Point Warrants will not have redemption rights with respect to the Inflection Point Warrants.

The closing price of Public Shares on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus, was $10.07. As of the Record Date, funds in the Trust Account totaled $[•] and were comprised entirely of cash and U.S. government treasury obligations with a maturity of 185 days or less or of money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations, or approximately $[•] per issued and outstanding Public Share.

Prior to exercising redemption rights, Public Shareholders should verify the market price of the Public Shares as they may receive higher proceeds from the sale of their Public Shares in the public market than from exercising their redemption rights if the market price per share is higher than the Redemption Price. Inflection Point cannot assure its shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their Public Shares.

Appraisal Rights

Neither Inflection Point’s shareholders nor the holders of Inflection Point Warrants have appraisal rights in connection with the Business Combination or the Domestication under Cayman Islands law or under the DGCL.

Proxy Solicitation

Inflection Point is soliciting proxies on behalf of the Inflection Point Board. This solicitation is being made by mail but also may be made by telephone or in person. Inflection Point and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Inflection Point will file with the SEC all scripts and other electronic communications as proxy soliciting materials. Inflection Point will bear the cost of the solicitation.

Inflection Point has engaged [•] to assist in the solicitation process and will pay [•] a fee of $[•], plus disbursements.

Inflection Point will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Inflection Point will reimburse them for their reasonable expenses.

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Inflection Point Shareholders

As of the Record Date, there were 31,331,667 Inflection Point Ordinary Shares issued and outstanding, which include the 7,666,667 Founder Shares held by the Sponsor, the 665,000 shares included in the Private Placement Units held by the Sponsor and the Representatives, and 23,000,000 Public Shares. As of the Record Date, there was outstanding an aggregate of 7,888,334 Inflection Point Warrants, which include the 221,667 Inflection Point Warrants included in the Private Placement Units held by the Sponsor and the Representatives, and 7,666,667 Inflection Point Warrants sold as part of the Inflection Point Units in Inflection Point’s IPO.

Potential Purchases of Public Securities

At any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Inflection Point’s or Elroy Air’s directors, officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial business combination or not redeem their Public Shares. In addition, at any time at or prior to the extraordinary general meeting, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Securities, vote their Public Shares in favor of the Condition Precedent Proposals or not redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares, or Public Warrants in such transactions.

The purpose of any such transactions could be to (1) increase the likelihood of obtaining Inflection Point Shareholder Approval of the Business Combination, (2) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor, Inflection Point’s or Elroy Air’s directors, officers, advisors and their affiliates anticipate that they may identify the shareholders with whom the Sponsor, Inflection Point’s or Elroy Air’s directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Inflection Point Class A Shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that the Sponsor, Inflection Point’s or Elroy Air’s directors, officers, advisors and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. The Sponsor, Inflection Point’s or Elroy Air’s directors, officers, advisors and their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

The Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such

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purchasers are subject to such reporting requirements. Additionally, in the event the Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares or warrants, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

•        this proxy statement/prospectus discloses the possibility that the Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates may purchase Public Shares or warrants from Public Shareholders outside the redemption process, along with the purpose of such purchases;

•        if the Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the Redemption Price;

•        this proxy statement/prospectus includes a representation that any of our securities purchased by the Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates will not be voted in favor of approving the Business Combination;

•        the Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates will not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

•        we will disclose in a Form 8-K, before the extraordinary general meeting, the following material items:

•        the amount of securities purchased outside of the redemption offer by the Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates, along with the purchase price;

•        the purpose of the purchases by the Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates;

•        the impact, if any, of the purchases by the Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates on the likelihood that the Business Combination will be approved;

•        the identities of the security holders who sold to the Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the Sponsor, Inflection Point’s or Elroy Air’s directors, managers, officers, advisors and their affiliates; and

•        the number of Public Shares for which Inflection Point has received redemption requests pursuant to its redemption offer.

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PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

Business Combination Agreement

This subsection of the proxy statement/prospectus describes the material provisions of the Business Combination Agreement, but does not purport to describe all of the terms of the Business Combination Agreement. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety because it is the primary legal document that governs the Merger. Capitalized terms under this section not otherwise defined in this proxy statement/prospectus have the respective meanings ascribed to them in the Business Combination Agreement.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties thereto made to each other as of the date of the Business Combination Agreement and/or other specific dates. The assertions and obligations embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties thereto in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in part by the underlying disclosure schedules (the “Disclosure Schedules”), which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Additionally, the representations and warranties of the parties to the Business Combination Agreement may or may not have been accurate as of any specific date and do not purport to be accurate as of the date of this proxy statement/prospectus. Accordingly, no person should rely on the representations and warranties in the Business Combination Agreement or the summaries thereof in this proxy statement/prospectus as characterizations of the actual state of facts about Inflection Point, Merger Sub, Elroy Air, or any other matter.

Structure of the Business Combination

On June 26, 2026, Inflection Point entered into the Business Combination Agreement with Elroy Air and Merger Sub, pursuant to which, among other things, subject to shareholder approval, following the Domestication, Merger Sub will merge with and into Elroy Air, with Elroy Air surviving as a wholly-owned subsidiary of Inflection Point, resulting in a combined company whereby Elroy Air will become a wholly-owned subsidiary of Inflection Point, and substantially all of the assets and the business of the combined company will be held and operated by Elroy Air.

Prior to and as a condition of the Closing, pursuant to the Domestication, Inflection Point will change its jurisdiction of incorporation by transferring out of the Cayman Islands and domesticating as a Delaware corporation in accordance with Section 388 of the DGCL and the Companies Act. For more information, see the section of this proxy statement/prospectus entitled “The Domestication Proposal”.

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The following diagrams illustrate in simplified terms the current structure of Inflection Point and Elroy Air and the expected structure of Elroy Air immediately following the Closing.

Simplified Pre-Combination Structure

The Merger

Simplified Post-Combination Structure

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Consideration

Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, immediately prior to the Effective Time:

(1)    each convertible security of Elroy Air (other than the Pre-Funded Convertible Notes and excluding warrants and options to purchase stock of Elroy Air) that is outstanding immediately prior to the Effective Time, including all principal and interest thereunder, to the extent applicable, will automatically convert in full into shares of Elroy Air Preferred Stock or Elroy Air Common Stock, in accordance with the terms thereof;

(2)    each warrant of Elroy Air exercisable for Elroy Air Preferred Stock, if any, that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full; and

(3)    each warrant of Elroy Air (other than the Pre-Funded Warrants) exercisable for Elroy Air Common Stock that is outstanding and unexercised immediately prior to the Effective Time shall automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full.

Pursuant to the Business Combination Agreement, the Aggregate Base Consideration to be paid to the Elroy Air Equity Holders in, or in connection with, the Merger shall be the number of shares of New Elroy Air Common Stock equal to the quotient of: (a) the Purchase Price of $800,000,000, divided by (b) the Redemption Price.

The portion of the Aggregate Base Consideration to be paid to the Elroy Air Preferred Equity Holders in, or in connection with, the Merger will be the aggregate number of shares of New Elroy Air Common Stock equal to the greater of (a) (i) the applicable liquidation preference of the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (b) (i) the number of shares of Elroy Air Common Stock into which the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by (ii) the Common Stock Exchange Ratio.

The portion of the Aggregate Base Consideration to be paid to the Elroy Air Common Equity Holders in, or in connection with, the Merger shall be a number of shares of New Elroy Air Common Stock equal to the difference of (i) the Aggregate Base Consideration, less (ii) the Aggregate Preferred Holder Base Consideration.

The Convertible Note Consideration to be paid to the holders of the Pre-Funded Convertible Notes shall be a number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and accrued and unpaid interest on each Pre-Funded Convertible Note as of one day prior to the Closing, divided by (ii) $12.00.

The Pre-Funded Warrant Consideration to be paid to the holders of Pre-Funded Warrants shall be one or more New Elroy Air Series A Warrants equal to the quotient of (i) the aggregate exercise price of such Pre-Funded Warrant immediately prior to the Effective Time, divided by (ii) $12.00.

Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the Effective Time:

(1)    each Excluded Security will be canceled and shall cease to exist and no consideration will be delivered in exchange therefor;

(2)    each share of Elroy Air Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Securities) will be canceled and converted into the right to receive (I) a number of shares of New Elroy Air Common Stock equal to the greater of (A) (i) the applicable liquidation preference of the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (B) the product of the number of shares of Elroy Air Common Stock into which the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by the Common Stock Exchange Ratio and (II) the Per Share Earn-out Consideration upon the occurrence of the Triggering Events;

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(3)    each share of Elroy Air Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Securities) will be canceled and converted into the right to receive (I) a number of shares of New Elroy Air Common Stock equal to the Common Stock Exchange Ratio and (II) the Per Share Earn-out Consideration upon the occurrence of the Triggering Events;

(4)    each Elroy Air Option will automatically cease to represent an option to purchase Elroy Air Common Stock and be assumed and converted on the same terms and conditions as were applicable as of the Effective Time, into an option to acquire that number of shares of New Elroy Air Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of Elroy Air Common Stock subject to such Elroy Air Option and (B) the Common Stock Exchange Ratio, at an exercise price per share of Elroy Air Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price per share of Elroy Air Common Stock of such Elroy Air Option by (y) the Common Stock Exchange Ratio;

(5)    each Pre-Funded Convertible Note that is outstanding immediately prior to the Effective Time will automatically be canceled and converted into the right to receive (I) the Convertible Note Consideration and (II) a number of Earnout Shares equal to the product of the Per Share Earn-out Consideration multiplied by the number of shares of New Elroy Air Common Stock issuable upon conversion of the Convertible Note Consideration on the Closing Date upon the occurrence of the Triggering Events; and

(6)    each Pre-Funded Warrant that is outstanding and unexercised immediately prior to the Effective Time will automatically be canceled and converted into the right to receive the Pre-Funded Warrant Consideration.

In addition to the Aggregate Base Consideration, following the Business Combination, New Elroy Air will issue to the Eligible Stockholders up to 11,000,000 additional Earnout Shares in three tranches, upon the occurrence of the following Triggering Events:

•        3,000,000 shares of New Elroy Air Common Stock if the price of one share of New Elroy Air Common Stock is greater than or equal to $15.00 per share for 20 days during any 30-trading day period commencing on the one-year anniversary of the Closing and ending on the four-year anniversary of Closing;

•        3,000,000 shares of New Elroy Air Common Stock if the price of one share of New Elroy Air Common Stock is greater than or equal to $20.00 per share for 20 trading days during any 30-trading day period commencing at the one-year anniversary of Closing and ending on the four-year anniversary of Closing;

•        5,000,000 shares of New Elroy Air Common Stock if the Organic Revenue (as defined in the Business Combination Agreement) for New Elroy Air during any trailing two (2) quarter period ending not later than June 30, 2028 equals or exceeds $50,000,000.

If and when vested, each Eligible Stockholder will be entitled to receive, for each share of New Elroy Air Common Stock held by such Eligible Stockholder or issuable to such Eligible Stockholder upon conversion of shares of Series A Preferred Stock on the Closing Date, a number of Earnout Shares equal to the Per-Share Earn-out Consideration.

Representations and Warranties

The Business Combination Agreement contains representations and warranties of Inflection Point and Elroy Air, certain of which are qualified by materiality and material adverse effect and knowledge and, as applicable, are further modified and limited by the Disclosure Schedules. The representations and warranties of Inflection Point are also qualified by information included in Inflection Point’s public filings, filed or submitted to the SEC on or prior to the date of the Business Combination Agreement (subject to certain exceptions contemplated by the Business Combination Agreement).

Representations and Warranties of Elroy Air

The Business Combination Agreement contains representations and warranties of Elroy Air relating to, among other things, proper organization and standing, authorization, binding agreement, capitalization, subsidiaries, no conflict, governmental consents and filings, financial statements, undisclosed liabilities, absence of certain changes, compliance with laws, government contracts, permits, litigation, material contracts, intellectual property,

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taxes and tax returns, real property, personal property, employee matters, benefit plans, environmental matters, transactions with related persons, insurance, top customers and suppliers, certain business practices, aviation, the Investment Company Act, finders and brokers, independent investigation and information supplied, and that there are no additional representations or warranties.

Representations and Warranties of Inflection Point

The Business Combination Agreement contains representations and warranties of Inflection Point relating to, among other things, proper organization and standing, authorization, binding agreement, government approvals, non-contravention, capitalization, SEC filings and financial statements, absence of certain changes, undisclosed liabilities, compliance with laws, legal proceedings, orders, permits, taxes and tax returns, properties, the Investment Company Act, the Trust Account, finders and brokers, certain business practices, insurance, information supplied, independent investigation, and that there are no additional representations and warranties.

Elroy Air Material Adverse Effect

Under the Business Combination Agreement, certain of the representations and warranties of Elroy Air are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred.

Pursuant to the Business Combination Agreement, “Company Material Adverse Effect” means any event, state of facts, condition, change, development, circumstance, occurrence or effect (collectively, “Events”), that (i) has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the business, assets, results of operations or financial condition of Elroy Air, or (ii) does or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Elroy Air to consummate the Business Combination; provided, however, that in no event would any of the following, alone or in combination, be deemed to constitute, or be taken into account in determining whether there has been or will be, a “Company Material Adverse Effect”:

(a)     any change in applicable Laws or GAAP or any interpretation thereof following the date of the Business Combination Agreement,

(b)    any change in interest rates or economic, political, business or financial market conditions generally,

(c)     the taking of any action required by this Business Combination Agreement or any ancillary document,

(d)    any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic or change in climate,

(e)     any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions,

(f)     any failure of Elroy Air to meet any projections or forecasts (provided that clause (f) shall not prevent a determination that any event not otherwise excluded from this definition of Company Material Adverse Effect underlying such failure to meet projections or forecasts has resulted in a Company Material Adverse Effect),

(g)    any Events generally applicable to the industries or markets in which Elroy Air operates (including increases in the cost of products, supplies, materials or other goods purchased from third party suppliers and including any changes, developments or conditions generally affecting the autonomous aviation, unmanned aircraft systems or urban air mobility industries),

(h)    the announcement of the Business Combination Agreement and consummation of the transactions contemplated hereby, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers, distributors, partners or employees of Elroy Air,

(i)     any matter set forth on the company disclosure letter,

(j)     any action taken by, or at the request of, Inflection Point,

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(k)    any change in, or proposed change to, regulations, orders, guidance, policy statements, notices of proposed rulemaking, advisory circulars or interpretive rules issued by the Federal Aviation Administration, the Department of Transportation, the Bureau of Industry and Security, the Directorate of Defense Trade Controls or any other governmental authority having jurisdiction over Elroy Air’s aviation, export control or defense trade activities, including without limitation any changes to or delays in the implementation of proposed rules regarding beyond-visual-line-of-sight operations (including 14 C.F.R. Part 108), any changes to the FAA’s eVTOL Integration Pilot Program or successor programs, and any changes to type certification timelines, policies or procedures generally applicable to applicants,

(l)     any change in the timing, scope or requirements of any type certification, supplemental type certification, airworthiness certification, production certification or other FAA certification process applicable to Elroy Air or its products that does not result from an Elroy Air-specific enforcement action, and

(m)   any individual crash, forced landing, ground incident, loss of vehicle, inflight anomaly, or operational mishap involving any aircraft, unmanned aircraft system, or prototype manufactured, assembled, tested, or operated by Elroy Air or on Elroy Air’s behalf (including under public aircraft authority), together with any resulting investigation by the National Transportation Safety Board, the FAA, or any other aviation authority, except to the extent that such event results in a material enforcement action specifically directed at Elroy Air by the FAA.

Any event referred to in clauses (a), (b), (d), (e), (g), (k), (l), or (m) above may be taken into account in determining if a Company Material Adverse Effect has occurred to the extent it has a disproportionate and adverse effect on the business, assets, results of operations or condition (financial or otherwise) of Elroy Air, relative to similarly situated companies in the autonomous aviation and unmanned aircraft systems industry in which Elroy Air conducts its operations, but only to the extent of the incremental disproportionate effect on Elroy Air, relative to similarly situated companies in the autonomous aviation and unmanned aircraft systems industry in which Elroy Air conducts its operations.

Inflection Point Material Adverse Effect

Under the Business Combination Agreement, certain representations and warranties of Inflection Point are qualified in whole or in part by a material adverse effect standard for purposes of determining whether a breach of such representations and warranties has occurred. Pursuant to the Business Combination Agreement, “Purchaser Material Adverse Effect” means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences has had a materially adverse effect on the business, assets, financial condition or results of operations of Inflection Point; provided, however, that no change or effect related to any of the following, alone or in combination, shall be taken into account in determining whether a Purchaser Material Adverse Effect has occurred: (i) the announcement of the Business Combination Agreement and consummation of the transactions contemplated thereby, including any termination of, reduction in or similar adverse impact (but in each case only to the extent attributable to such announcement or consummation) on relationships, contractual or otherwise, with any landlords, customers, suppliers, distributors, partners or employees of Inflection Point or Merger Sub; (ii) the taking of any action required by this Business Combination Agreement or any ancillary document; (iii) any natural disaster (including hurricanes, storms, tornados, flooding, earthquakes, volcanic eruptions or similar occurrences), pandemic or change in climate, (iv) any acts of terrorism or war, the outbreak or escalation of hostilities, geopolitical conditions, local, national or international political conditions; (v) the redemption; (vi) any breach of any covenants, agreements or obligations of any series A preferred stock investor or investor in any PIPE investment, in each case who is not Inflection Point Asset Management or an affiliate of Inflection Point Asset Management, under any Series A SPA or other similar agreement related to financing Elroy Air or Inflection Point (including any breach of such person’s obligations to fund any amounts thereunder when required); (vii) changes or proposed changes in applicable law, regulations or interpretations thereof or decisions by courts or any governmental authority after the date of the Business Combination Agreement; (viii) changes or proposed changes in GAAP (or any interpretation thereof) after the date of the Business Combination Agreement; or (ix) any downturn in general economic conditions, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including changes in interest or exchange rates, prices of any security or market index or commodity or any disruption of such markets), in each case, in the United States or anywhere else in the world.

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Survival of Representations and Warranties

Except as expressly provided in the Business Combination Agreement or in the case for fraud, none of the representations and warranties, covenants, obligations or other agreements in the Business Combination Agreement or in any other certificate, statement or instrument delivered pursuant to the Business Combination Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, will survive the Closing (and there will be no liability after the Closing in respect thereof), except for those covenants and agreements contained therein that by their terms expressly apply in whole or in part at or after the Closing, and then only in respect to any breaches occurring at or after the Closing.

Covenants and Agreements

Elroy Air has made covenants relating to, among other things, conduct of business, annual and interim financial statements, no trading, and notification of certain matters.

Inflection Point has made covenants relating to, among other things, conduct of business, Inflection Point public filings, the Trust Account, Inflection Point Shareholder Approval, employee matters, and the Domestication.

Conduct of Business of Elroy Air

Elroy Air has agreed that from the date of the Business Combination Agreement through the earlier of the termination of the Business Combination Agreement or the Closing Date (the “Interim Period”), it will, subject to certain specified exceptions, including as set forth on the disclosure letter delivered by Elroy Air pursuant to the Business Combination Agreement, as consented to by Inflection Point in writing (which consent will not be unreasonably withheld, conditioned or delayed) or as required by applicable law, use commercially reasonable efforts to:

•        conduct its and their respective businesses, in all material respects, in the ordinary course of business;

•        comply in all material respects with all laws applicable to Elroy Air and its businesses and assets, and

•        take commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective businesses.

During the Interim Period, Elroy Air also agreed not to, subject to certain specified exceptions, including as set forth on the disclosure letter delivered by Elroy Air as consented to by Inflection Point in writing (which consent will not be unreasonably withheld, conditioned or delayed) or as required by applicable law (including COVID-19, or any COVID-19 measures):

•        amend, waive or otherwise change, in any respect, its organizational documents,

•        authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its shares or other equity securities or securities of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities, except in compliance with existing Elroy Air benefits plans or any contract (including any warrant, option, or profits interest award) outstanding as of June 26, 2026 which has been disclosed in writing to Inflection Point or through the virtual dataroom maintained by Box.com with respect to Elroy Air or prior to the date of the Business Combination Agreement;

•        split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities, except as may be required pursuant to the Elroy Air certificate of incorporation or the organizational documents of Elroy Air in connection with the Business Combination Agreement and the other transactions contemplated by the Business Combination Agreement;

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•        allow the aggregate indebtedness of Elroy Air to exceed $1,000,000, excluding amounts that may be owed pursuant to those items set forth on the disclosure letter;

•        except as otherwise required by Elroy Air benefit plans or award agreements thereunder or as set forth on the disclosure letter, (A) grant any severance, retention, change in control or termination or similar pay, (B) terminate, adopt, enter into or materially amend or grant any new awards under any Elroy Air benefit plan or any plan, policy, practice, program, agreement or other arrangement that would be deemed an Elroy Air benefit plan as of the date of the Business Combination Agreement, (C) increase the cash compensation or bonus opportunity of any employee, officer, director or other individual service provider, except for such increases to any such individuals who are not C-level executives of Elroy Air made in the ordinary course of business consistent with past practice, (D) take any action to amend or waive any performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by Elroy Air, (E) hire or engage any new employee or individual independent contractor if such new employee or individual independent contractor will be a C-level executive, other than in the ordinary course of business consistent with past practice, (F) terminate the employment or engagement of any C-level executive, other than for cause, death or disability or (G) enter into any written waiver of any restrictive covenants applying to any current or former employee or individual independent contractor;

•        enter into or extend any collective bargaining agreement or similar labor agreement, or recognize or certify any labor union, labor organization, or group of employees of Elroy Air as the bargaining representative for any employees of Elroy Air;

•        (A) make (other than consistent with past practice), change or rescind any material election relating to taxes, (B) settle any claim, suit, litigation, proceeding, arbitration, investigation, audit, controversy or other Legal Proceeding relating to taxes exceeding $500,000, (C) file any amended tax return for income or other material taxes, (D) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of income taxes or other material taxes may be issued or in respect of any income taxes or other material tax attribute that would give rise to any claim or assessment of taxes of or with respect to Elroy Air, (E) enter into any “closing agreement” as described in Section 7121 of the Code or any other similar written agreement with any governmental authority, or (F) enter into any tax indemnity agreement, tax sharing agreement or tax allocation agreement or similar written agreement, arrangement or practice (excluding customary commercial contracts entered into in the ordinary course of business the primary purpose of which is not the sharing of taxes) with respect to taxes;

•        knowingly take any action, or knowingly fail to take any action, where such action or failure to act would reasonably be expected to prevent or impede the relevant portions of the transactions from qualifying for their respective intended tax treatments;

•        transfer, sell, assign, license, sublicense, covenant not to assert, subject to a lien (other than a permitted lien), abandon, allow to lapse, transfer or otherwise dispose of, any right, title or interest of Elroy Air in or to any intellectual property material to any of the businesses of Elroy Air (other than non-exclusive licenses of owned intellectual property granted to customers, suppliers or vendors in the ordinary course of business or abandoning, allowing to lapse or otherwise disposing of owned intellectual property registrations or applications that Elroy Air, in the exercise of its good faith business judgment, has determined to abandon, allow to lapse or otherwise dispose of), or otherwise materially amend or modify, permit to lapse or fail to preserve any material Elroy Air registered IP (excluding non-exclusive licenses of owned intellectual property to Elroy Air’s customers in the ordinary course of business consistent with past practice), or disclose, divulge, furnish to or make accessible to any person who has not entered into a confidentiality agreement sufficiently protecting the confidentiality thereof any material trade secrets constituting owned intellectual property, or include, incorporate or embed in, link to, combine, make available or distribute with, or use in the development, operation, delivery or provision of any Elroy Air software any open source software in a manner that would subject such Elroy Air software to Copyleft Terms;

•        fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

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•        terminate or assign any Elroy Air material contract or any material company real property lease or enter into any contract that would be an Elroy Air material contract or material Elroy Air real property lease, in any case outside of the ordinary course of business consistent with past practice or novations of material current government contracts that are required in connection with the transactions contemplated by the Business Combination Agreement;

•        enter into any new line of business or establish any subsidiary in connection therewith;

•        fail to use commercially reasonable efforts to keep in force material insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect, or terminate without replacement or amend in a manner materially detrimental to Elroy Air, any material insurance policy insuring Elroy Air;

•        make any material change in accounting methods, principles or practices, except to the extent required to comply with U.S. GAAP or changes that are made in accordance with Public Accounting Oversight Board (United States) (“PCAOB”) standards;

•        waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to the Business Combination Agreement or the transactions contemplated hereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, Elroy Air or its affiliates) not in excess of $500,000 (individually or in the aggregate);

•        effect any mass layoff or plant closing at any of its facilities that triggers the notice obligations under the Worker Adjustment and Retraining Notification Act of 1988, except as would not be material to Elroy Air;

•        acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets, in each case, outside the ordinary course of business consistent with past practice, except pursuant to any contract in existence as of June 26, 2026, which has been disclosed in writing or in the dataroom to Inflection Point;

•        make capital expenditures outside of the ordinary course of business consistent with past practice in excess of $500,000 (individually for any project) or $2,500,000 in the aggregate in each case excluding the incurrence of any ordinary course administrative costs and expenses and other expenses incurred in connection with the consummation of the Business Combination Agreement and transactions contemplated thereby (including legal or accounting); provided, however, if Inflection Point does not respond within five business days of receipt of a request for consent to (A) capital expenditures related to type certification activities, flight testing, prototype development, manufacturing tooling, research and development, and compliance with aviation authorization requirements or (B) capital expenditures required for the performance of material current government contracts, Inflection Point shall be deemed to have consented to such request;

•        adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring or other reorganization;

•        voluntarily incur liabilities or obligations (whether absolute, accrued, contingent or otherwise) in excess of $1,000,000 in the aggregate other than pursuant to the terms of an Elroy Air material contract or Elroy Air benefit plan, in any case, outside of the ordinary course of business, taking into account the anticipated growth in Elroy Air’s businesses over the twelve months beginning on the date of the Business Combination Agreement, and excluding the expenses incurred in connection with the consummation of transactions contemplated by the Business Combination Agreement (including legal or accounting);

•        sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its tangible properties, assets or rights, other than dispositions of obsolete or surplus equipment in the ordinary course of business consistent with past practice;

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•        enter into any written agreement, understanding or arrangement with respect to the voting of equity securities of Elroy Air;

•        take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any governmental authority to be obtained in connection with the Business Combination Agreement provided that ordinary-course engagement with aviation authorities, export control authorities, and government contract administration officials (including routine filings, applications, certifications, reports and responses to regulatory inquiries) shall not be deemed to violate the applicable section of the Business Combination Agreement;

•        enter into, amend, waive or terminate (other than terminations in accordance with their terms) any transaction with any related person (other than compensation and benefits and advancement of expenses, in each case, in the ordinary course of business consistent with past practice or any existing contract (provided such contract is not amended after the date of the Business Combination Agreement) or its organizational documents);

•        (A) limit the right of Elroy Air to engage in any line of business or in any geographic area, to develop, market or sell products or services, or to compete with any person or (B) grant any exclusive or similar rights to any person, in each case, except where such limitation or grant does not, and would not be reasonably likely to, individually or in the aggregate, materially and adversely affect, or materially disrupt, the ordinary course operation of the business of Elroy Air; or

•        authorize or agree to do any of the foregoing actions.

Conduct of Business of Inflection Point

Inflection Point has agreed that during the Interim Period, subject to certain specified exceptions, including as set forth on the disclosure letter delivered by Inflection Point pursuant to the Business Combination Agreement, as consented to by Elroy Air in writing (which consent will not be unreasonably withheld, conditioned or delayed) or as is required by applicable law, it will:

•        conduct its business, in all material respects, in the ordinary course of business,

•        comply in all material respects with all laws applicable to Inflection Point and its business, assets and employees, and

•        take commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, its business organizations.

•        During the Interim Period, Inflection Point also agreed not to, and to cause its subsidiaries not to, subject to certain specified exceptions, including as set forth on the disclosure letter delivered by Inflection Point, as consented to by Elroy Air in writing (which consent will not be unreasonably withheld, conditioned or delayed) or as required by applicable law:

•        amend, waive or otherwise change, in any respect, its organizational documents;

•        authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third person with respect to such securities;

•        split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities other than the Redemption or a conversion of the Purchaser Class B Ordinary Shares in accordance with Inflection Point’s organizational documents;

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•        incur, create, assume, prepay or otherwise become liable for any indebtedness (directly, contingently or otherwise) in excess of $200,000 individually or $2,500,000 in the aggregate, make a loan or advance to or investment in any third party, or guarantee or endorse any indebtedness, liability or obligation of any person (provided that the foregoing will not prevent Inflection Point from borrowing funds necessary to finance its ordinary course administrative costs and expenses and expenses incurred in connection with the consummation of the transactions contemplated by the Business Combination Agreement (including the PIPE Investment, up to aggregate additional indebtedness during the Interim Period of $1,500,000);

•        (A) make (other than consistent with past practice), change or rescind any material election relating to taxes, (B) settle any claim, suit, litigation, proceeding, arbitration, investigation, audit, controversy or other legal proceeding relating to taxes exceeding $500,000, (C) file any amended tax return for income or other material taxes, (D) waive or extend any statute of limitations in respect of a period within which an assessment or reassessment of income taxes or other material taxes may be issued or in respect of any income taxes or other material tax attribute that would give rise to any claim or assessment of taxes of or with respect to Inflection Point, (E) enter into any “closing agreement” as described in Section 7121 of the Code or any other similar written agreement with any governmental authority, or (F) enter into any tax indemnity agreement, tax sharing agreement or tax allocation agreement or similar written agreement, arrangement or practice (excluding customary commercial contracts entered into in the ordinary course of business the primary purpose of which is not the sharing of taxes) with respect to taxes;

•        knowingly take any action, or knowingly fail to take any action, where such action or failure to act could reasonably be expected to prevent the relevant portions of the transactions contemplated by the Business Combination Agreement from qualifying for their respective intended tax treatments;

•        amend, waive or otherwise change the Trust Agreement in any manner adverse to Inflection Point;

•        terminate, waive or assign any material right under any material contract of Inflection Point;

•        fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;

•        establish any subsidiary or enter into any new line of business;

•        fail to use commercially reasonable efforts to keep in force material insurance policies or replacement or revised policies providing insurance coverage with respect to its assets, operations and activities in such amount and scope of coverage substantially similar to that which is currently in effect;

•        make any material change in accounting methods, principles or practices, except to the extent required to comply with U.S. GAAP or PCAOB standards;

•        waive, release, assign, settle or compromise any claim, action or proceeding (including any suit, action, claim, proceeding or investigation relating to the Business Combination Agreement or the transactions contemplated thereby), other than waivers, releases, assignments, settlements or compromises that involve only the payment of monetary damages (and not the imposition of equitable relief on, or the admission of wrongdoing by, Inflection Point or its subsidiaries) not in excess of $500,000 (individually or in the aggregate);

•        acquire, including by merger, consolidation, acquisition of equity interests or assets, or any other form of business combination, any corporation, partnership, limited liability company, other business organization or any division thereof, or any material amount of assets outside the ordinary course of business;

•        make capital expenditures in excess of $200,000 individually for any project (or set of related projects) or $500,000 in the aggregate (excluding for the avoidance of doubt, incurring any ordinary course administrative costs and expenses and expenses incurred in connection with the consummation of transactions contemplated by the Business Combination Agreement, including legal or accounting (including the PIPE Investment));

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•        adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization (other than with respect to transactions contemplated by the Business Combination Agreement);

•        voluntarily incur any liability or obligation (whether absolute, accrued, contingent or otherwise) in excess of $500,000 individually or $1,000,000 in the aggregate (excluding the incurrence of any ordinary course administrative costs and expenses and expenses incurred in connection with the consummation of transactions contemplated by the Business Combination Agreement, including legal or accounting (including the PIPE Investment)) other than pursuant to the terms of a contract in existence as of the date of the Business Combination Agreement or entered into in the ordinary course of business or in accordance with the terms of the Business Combination Agreement during the Interim Period;

•        sell, lease, license, transfer, exchange or swap, mortgage or otherwise pledge or encumber (including securitizations), or otherwise dispose of any material portion of its tangible properties, assets or rights;

•        take any action that would reasonably be expected to significantly delay or impair the obtaining of any consents of any governmental authority to be obtained in connection with the Business Combination Agreement;

•        grant or establish any form of compensation or benefits to any current or former employee, officer, director, individual independent contractor or other individual service provider of Inflection Point; or

•        authorize or agree to do any of the foregoing actions.

Covenants of Elroy Air

Pursuant to the Business Combination Agreement, Elroy Air has agreed, among other things, that:

•        as soon as reasonably practicable following the date of the Business Combination Agreement, but in no event later than August 31, 2026, it will deliver to Inflection Point audited consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of Elroy Air as of and for the year ended December 31, 2024, and December 31, 2025, together with the auditor’s reports thereon, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant and which have been audited in accordance with GAAP and PCAOB standards (collectively, the “PCAOB Audited Financial Statements”).

•        (a) as soon as reasonably practicable following the date of the Business Combination Agreement, but in no event later than August 31, 2026, it will deliver to Inflection Point unaudited reviewed consolidated balance sheets and statements of operations, comprehensive loss, stockholders’ equity and cash flows of Elroy Air as of and for the six-month periods ending June 30, 2026 and 2025, which comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act applicable to a registrant (the “Updated 1Q Financial Statements”) and (b) as soon as reasonably practicable, it will deliver to Inflection Point any other audited or unaudited financial statements of Elroy Air that are required by applicable law to be included in the proxy statement/prospectus;

•        while it is in possession of material nonpublic information, it will not purchase or sell any securities of Inflection Point (unless otherwise explicitly contemplated in the Business Combination Agreement), communicate such information to any third party (other than (x) to persons for the purpose of seeking consents related to the transactions contemplated by the Business Combination Agreement or (y) persons subject to confidentiality restrictions in favor of Elroy Air), take any other action with respect to Inflection Point in violation of such laws, or cause or encourage any third party to do any of the foregoing;

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Covenants of Inflection Point

Pursuant to the Business Combination Agreement, Inflection Point has agreed, among other things, to:

•        during the Interim Period, it will keep current all of its public filings with the SEC (after giving effect to all applicable extension periods) and otherwise comply in all material respects with applicable securities laws and will use its commercially reasonable efforts prior to the Closing to maintain the listing of the Inflection Point Class A Ordinary Shares and the Cayman Inflection Point Public Warrants on Nasdaq; provided, that (i) if Inflection Point fails to timely file any public filing with the SEC, such failure shall not be a breach of the covenants under the Business Combination Agreement provided such public filing is made before the effectiveness of the registration statement of which this proxy statement/prospectus forms a part or the earlier termination of the Business Combination Agreement (even though such filing is late) and such late filing does not have a material adverse impact on the consummation of the Business Combination and (ii) from and after the Closing, the parties intend to list on Nasdaq only the New Elroy Air Common Stock and the New Elroy Air Warrants;

•        upon satisfaction or waiver of the conditions to Closing set forth in the Business Combination Agreement and provision of notice thereof to Continental (which notice Inflection Point will provide to Continental in accordance with the terms of the Trust Agreement), (i) in accordance with and pursuant to the Trust Agreement, Inflection Point (a) will cause any documents, opinions and notices required to be delivered to Continental pursuant to the Trust Agreement to be delivered and (b) will use its reasonable best efforts to cause Continental to, and Continental will be obligated to (1) pay as and when due all amounts payable to the Public Shareholders pursuant to the redemption, and (2) pay all remaining amounts then available in the Trust Account to Inflection Point for immediate use, subject to the Business Combination Agreement and the Trust Agreement, and (ii) thereafter, the Trust Account will terminate, except as otherwise provided therein; and

•        subject to receipt of the required shareholder approval of the Inflection Point Shareholder Approval, at least one day prior to the Closing, Inflection Point will, in accordance with applicable law, any applicable rules and regulations of the SEC and Nasdaq, and Inflection Point’s organizational documents, as applicable, cause the Domestication to become effective, including by (a) filing with the Delaware Secretary of State a Certificate of Domestication with respect to the Domestication, in form and substance reasonably acceptable to Inflection Point and Elroy Air, together with the Proposed Charter, in each case, in accordance with the provisions thereof and applicable law, and (b) completing, making and procuring all those filings required to be made with respect to Cayman Islands law in connection with the Domestication.

•        Inflection Point shall use its reasonable best efforts to satisfy the conditions of the closing obligations contained in the subscription agreements relating to the PIPE Investment and consummate the transactions contemplated thereby.

Joint Covenants of Elroy Air and Inflection Point

In addition, each of Elroy Air and Inflection Point has agreed, among other things, as follows:

•        Inflection Point and Elroy Air will use commercially reasonable efforts to agree to a form of Incentive Plan.

•        During the Interim Period, each of Inflection Point and Elroy Air will not, and will cause its representatives to not, without the prior written consent of Elroy Air and Inflection Point, directly or indirectly, (i) solicit, assist, initiate, engage or facilitate the making, submission or announcement of, or encourage, any acquisition proposal, (ii) furnish any non-public information regarding such party or its affiliates or their respective businesses, operations, assets, liabilities, financial condition, prospects or employees to any person or group (other than a party to the Business Combination Agreement or their respective representatives) in connection with or in response to an acquisition proposal, (iii) engage or participate in discussions or negotiations with any person or group with respect to, or that could reasonably be expected to lead to, an acquisition proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any acquisition proposal, (v) negotiate or enter into

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any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any acquisition proposal, (vi) release any third person from, or waive any provision of, any confidentiality agreement to which such party is a party, (vii) otherwise knowingly encourage or facilitate any such inquiries, proposals, discussions, or negotiations or any effort or attempt by any person to make an alternative transaction or (viii) agree or otherwise commit to enter into or engage in any of the foregoing.

•        Each will notify the other as promptly as practicable (and in any event within two business days) in writing of the receipt by such party or any of its representatives of (i) any inquiries, proposals or offers, requests for information or requests for discussions or negotiations regarding or constituting any acquisition proposal or any inquiries, proposals or offers, requests for information or requests for discussions or negotiations that could be expected to result in an acquisition proposal, and (ii) any request for non-public information relating to such party or its affiliates in connection with any acquisition proposal, specifying in each case, the material terms and conditions thereof (including a copy thereof if in writing or a written summary thereof if oral) and the identity of the party making such inquiry, proposal, offer or request for information. Additionally, each of Elroy Air and Inflection Point are to keep the other promptly informed of the status of any such inquiries, proposals, offers or requests for information. During the Interim Period, each of Elroy Air and Inflection Point will, and will cause its representatives to, immediately cease and cause to be terminated any solicitations, discussions or negotiations with any person with respect to any acquisition proposal and will, and will direct its representatives to, cease and terminate any such solicitations, discussions or negotiations.

•        During the Interim Period, each will give prompt notice to the other if such party or its affiliates: (a) receives any notice or other communication in writing from any third party (including any governmental authority) alleging (i) that the consent of such third party is or may be required in connection with the transactions contemplated by the Business Combination Agreement or (ii) any non-compliance with any law by either Elroy Air or Inflection Point or its affiliates; (b) receives any notice or other communication from any governmental authority in connection with the transactions contemplated by the Business Combination Agreement; or (c) becomes aware of the commencement or threat, in writing, of any legal proceeding against either Elroy Air or Inflection Point or any of its affiliates, or any of their respective properties or assets, or, to the knowledge of such party, any officer, director, partner, member or manager, in his, her or its capacity as such, of such party or of its affiliates, in each case, with respect to the consummation of the transactions contemplated by the Business Combination Agreement.

•        Subject to the terms and conditions of the Business Combination Agreement, each of Elroy Air and Inflection Point will use its reasonable best efforts, and will cooperate with the other parties to the Business Combination Agreement, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by the Business Combination Agreement (including the receipt of all applicable consents of governmental authorities) and to comply as promptly as practicable with all requirements of governmental authorities applicable to the transactions contemplated by the Business Combination Agreement.

•        Each of Elroy Air and Inflection Point will use its reasonable best efforts to cause the registration statement of which this proxy statement/prospectus forms a part to comply with the rules and regulations promulgated by the SEC, to have the registration statement declared effective under the Securities Act as promptly as practicable after such filing and to keep the registration statement effective as long as is necessary to consummate the transactions contemplated by the Business Combination Agreement.

•        Each of Elroy Air and Inflection Point agree that for a period of six (6) years from the Closing Date, each of them will, and will cause Inflection Point, Merger Sub and Elroy Air to, maintain in effect and honor the exculpation, indemnification and advancement of expenses provisions in favor of any individual who, at or prior to the Closing, is or was a director, officer, employee or agent of Inflection Point, Merger Sub or Elroy Air, as the case may be, or who, at the request of Elroy Air, Inflection Point, Merger Sub or Elroy Air, as the case may be, served as a director, officer, member, trustee or fiduciary of another corporation, partnership, joint venture, trust, pension or other employee benefit plan or enterprise (collectively, with such individual’s heirs, executors or administrator, (each, together with such person’s heirs, executors or administrators, a “D&O Indemnified Party”)), of Inflection Point’s, Merger Sub’s and Elroy Air’s respective

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organizational documents as in effect immediately prior to the Closing Date or in any indemnification agreements of Inflection Point and Elroy Air, on the one hand, with any D&O Indemnified Party, on the other hand, as in effect immediately prior to the Closing Date or in any indemnification agreements of the Inflection Point, Merger Sub, and Elroy Air on the one hand, with any D&O Indemnified Party, on the other hand, as in effect immediately prior to the Closing Date, and the Parties shall, and shall cause the Inflection Point, Merger Sub and Elroy Air to, not amend, repeal or otherwise modify any such provisions in any manner that would adversely affect the rights thereunder of any D&O Indemnified Party; provided, however, that all rights to indemnification or advancement of expenses in respect of any legal proceedings pending or asserted or any claim made within such period shall continue until the disposition of such legal proceedings or resolution of such claim. From and after the Closing Date, Inflection Point shall cause Elroy Air to honor, in accordance with their respective terms, each of the covenants contained in the Business Combination Agreement without limit as to time.

•        At or prior to the Closing, Inflection Point will purchase a non-cancellable “tail” directors’ and officers’ liability, employment practices liability, and fiduciary liability insurance policy (the “D&O Tail”) in respect of acts or omissions occurring prior to the Closing covering each such person that is currently covered by a directors’ and officers’ liability, employment practices liability, or fiduciary liability insurance policy of Inflection Point and Elroy Air, on terms and conditions with respect to coverage, deductibles and amounts no less favorable than those of such applicable policies in effect on the date of the Business Combination Agreement for the six year period following the Closing. Inflection Point and Elroy Air will maintain the D&O Tail in full force and effect for its full term and cause all obligations thereunder to be honored by Elroy Air, as applicable, and no other party will have any further obligation to purchase or pay for such insurance pursuant to the Business Combination Agreement.

Closing Conditions

The consummation of the Business Combination Agreement is conditioned upon the satisfaction or waiver by the applicable parties to the Business Combination Agreement of the conditions set forth below. Therefore, unless these conditions are waived (to the extent they can be waived) by the applicable parties to the Business Combination Agreement, the Business Combination may not be consummated. There can be no assurance that the parties to the Business Combination Agreement would waive any such provisions of the Business Combination Agreement.

Conditions to the Obligations of Each Party

The consummation of the Business Combination is conditioned upon the satisfaction or waiver of certain customary closing conditions by each of the parties, including among other things:

•        The approval of each Condition Precedent Proposal will have been obtained.

•        The requisite shareholder approval of the Business Combination Agreement by the stockholders of Elroy Air shall have been obtained.

•        No governmental authority will have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) or order that is then in effect and which has the effect of making the transactions or agreements contemplated by the Business Combination Agreement illegal or which otherwise prevents or prohibits consummation of the transactions contemplated by the Business Combination Agreement.

•        The registration statement of which this proxy statement/prospectus forms a part will have been declared effective under the Securities Act by the SEC and will remain effective as of the Closing, and no stop order or similar order suspending the effectiveness of the registration statement will have been issued and be in effect with respect to the registration statement of which this proxy statement/prospectus forms a part and no proceedings for that purpose will have been initiated or threatened by the SEC and not withdrawn.

•        The shares of New Elroy Air Common Stock to be issued in connection with the Business Combination Agreement will be conditionally approved for listing upon the Closing on Nasdaq subject to any requirement to have a sufficient number of round lot holders of the New Elroy Air Common Stock (provided that such condition shall not apply to the extent the shares of New Elroy Air Common Stock have not been

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conditionally approved for listing due to a failure to meet any “market value of publicly held securities” or similarly titled requirement as a result of Elroy Air not permitting a sufficient number of shares of New Elroy Air Common Stock to be issued to non-affiliates pursuant to the Business Combination Agreement to be excluded from lock-up or other contractual restriction).

•        The performance of Inflection Point and Elroy Air, in all material respects, of their respective obligations and covenants under the Business Combination Agreement.

•        The statutory waiting period (and any extensions thereof) applicable to the consummation of the transactions contemplated by the Business Combination Agreement under the HSR Act shall have expired or been terminated.

•        All filings with and consents of any governmental authority identified in the Elroy Air disclosure letter shall have been made or obtained and shall be in full force and effect, and any waiting period (and any extension thereof) under any law imposed by any governmental authority identified in the Elroy Air disclosure letter preventing, prohibiting or otherwise restraining the consummation of the Business Combination Agreement shall have expired or been terminated.

Conditions to the Obligations of Elroy Air

The obligations of Elroy Air to consummate and effect the Business Combination are subject to the satisfaction or waiver of each of the following additional conditions at or prior to the Closing, any one or more of which may be waived in writing exclusively by Elroy Air:

•        All of the representations and warranties of Inflection Point set forth in the Business Combination Agreement and in any certificate delivered by or on behalf of Inflection Point pursuant thereto will be true and correct on and as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties will have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Purchaser Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Purchaser Material Adverse Effect.

•        Inflection Point will have performed in all material respects all of its respective obligations and complied in all material respects with all of their respective agreements and covenants under the Business Combination Agreement to be performed or complied with by them on or prior to the Closing Date.

•        No Purchaser Material Adverse Effect will have occurred since the date of the Business Combination Agreement that is continuing.

•        The Domestication will have been completed as provided in the Business Combination Agreement and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto will have been delivered to Elroy Air.

•        Inflection Point will have made appropriate arrangements to have the proceeds remaining in the Trust Account (after giving effect to all Redemptions) available to Inflection Point at the Closing.

•        Inflection Point will have delivered to Elroy Air a certificate, signed by an executive officer of Inflection Point and dated as of the Closing Date, certifying as to certain matters described in the Business Combination Agreement.

•        Inflection Point will have delivered to Elroy Air a certificate from its secretary or other executive officer certifying as to, and attaching, (A) copies of the Inflection Point’s organizational documents as in effect as of the Closing Date (after giving effect to the Domestication) and (B) the resolutions of Inflection Point’s board of directors authorizing and approving the execution, delivery and performance of this Business Combination Agreement and each of the ancillary documents to which it is a party or by which it is bound, and the consummation of the transactions contemplated by the Business Combination Agreement.

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•        All action on the part of Inflection Point shall have been taken by Inflection Point such that the board of directors of Inflection Point as of immediately following the Closing shall consist of the directors contemplated by the Business Combination Agreement.

•        Within 10 business days after the date of the Business Combination Agreement, the Elroy Air warrants shall have been amended, restated and/or modified, as applicable, to provide for the automatic cashless exercise of such Elroy Air warrants as of immediately prior to the effective time (in forms and on terms and conditions reasonably satisfactory to Inflection Point), as provided in the Business Combination Agreement.

•        Inflection Point will have delivered, or caused to be delivered, copies of the Registration Rights Agreement and the Lock-Up Agreements, duly executed by Inflection Point and the Sponsor (as applicable); and the PIPE Investment related documents.

Conditions to the Obligations of Inflection Point and Merger Sub

The obligations of Inflection Point to consummate and effect the Business Combination are subject to the satisfaction or waiver of each of the following additional conditions at or prior to the Closing, any one or more of which may be waived in writing exclusively by Inflection Point:

•        All of the representations and warranties of Elroy Air set forth in the Business Combination Agreement and in any certificate delivered by or on behalf of Elroy Air pursuant thereto will be true and correct on and as of the date of the Business Combination Agreement and on and as of the Closing Date as if made on the Closing Date, except for (i) those representations and warranties that address matters only as of a particular date (which representations and warranties will have been accurate as of such date), and (ii) any failures to be true and correct that (without giving effect to any qualifications or limitations as to materiality or Company Material Adverse Effect), individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.

•        Elroy Air will have performed in all material respects all of its obligations and complied in all material respects with all of the agreements and covenants (except for the requirement to provide the PCAOB Financial Statements and the Updated 1Q Financial Statements by the deadlines specified in the Business Combination Agreement) under the Business Combination Agreement to be performed or complied with by it on or prior to the Closing Date.

•        No Company Material Adverse Effect will have occurred with respect to Elroy Air, since the date of the Business Combination Agreement that is continuing.

•        Elroy Air will have delivered to Inflection Point a certificate, signed by an executive officer of Elroy Air and dated as of the Closing Date, certifying as to certain matters described in the Business Combination Agreement.

•        Elroy Air will have delivered to Inflection Point a certificate executed by Elroy Air’s secretary certifying as to the validity and effectiveness of, and attaching, (A) copies of Elroy Air’s organizational documents as in effect as of the Closing Date (immediately prior to the Closing) and (B) the requisite resolutions of Elroy Air’s board of directors authorizing and approving the execution, delivery and performance of the Business Combination Agreement and each ancillary document to which Elroy Air is or is required to be a party or bound, and the consummation of the Business Combination.

•        Elroy Air will have delivered to Inflection Point (A) a duly executed pay-off letter from each of the holders of closing indebtedness, in a form reasonably satisfactory to Inflection Point, certifying that all such closing indebtedness owing to such holder shall have been fully paid upon the receipt by such holder of funds pursuant to Section 3.03(c) of the Business Combination Agreement and (B) documentation evidencing to the reasonable satisfaction of Inflection Point the release of all liens securing any closing indebtedness.

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•        Elroy Air will have delivered to Inflection Point: (A) A properly completed and duly executed IRS Form W-9 or IRS Form W-8 of the applicable series from each stockholder; (B) a copy of the A&R Registration Rights Agreement, duly executed by the applicable stockholders; (C) a properly completed and duly executed FIRPTA certificate as contemplated by the Business Combination Agreement; and (D) a copy of the Elroy Air Lock-Up Agreement (as defined herein), duly executed by each holder of equity securities of Elroy Air who will receive, or would receive upon exercise of the Exchanged Options, at least 1.0% of the Aggregate Consideration.

Termination; Effectiveness

Elroy Air and Inflection Point will be able to terminate the Business Combination Agreement by mutual written consent. Additionally, either Elroy Air or Inflection Point would be able to terminate the Business Combination Agreement:

•        by written notice if any of the conditions to the Closing set forth in the Business Combination Agreement have not been satisfied or waived by June 26, 2027 (the “Outside Date”); provided, however, the right to terminate the Business Combination Agreement will not be available to a party if the breach or violation by such party or its affiliates of any representation, warranty, covenant or obligation under the Business Combination Agreement was the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date; and

•        by written notice if a governmental authority of competent jurisdiction will have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Business Combination Agreement, and such order or other action has become final and non-appealable; provided, however, that the right to terminate the Business Combination Agreement will not be available to either Elroy Air or Inflection Point if the failure by it or its affiliates to comply with any provision of the Business Combination Agreement has been a substantial cause of, or substantially resulted in, such action by such governmental authority;

Elroy Air would be able to terminate the Business Combination Agreement:

•        if the Inflection Point board modifies its recommendation that shareholders vote “FOR” each of the Condition Precedent Proposals;

•        if the approval of the Condition Precedent Proposals by Inflection Point’s shareholders will not have been obtained by reason of the failure to obtain the required vote at the Inflection Point shareholders’ meeting duly convened therefor or at any adjournment or postponement thereof;

•        if (i) there has been a breach by Inflection Point of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of Inflection Point will have become untrue or inaccurate, in any case, which would result in a failure of certain specified conditions set forth in the Business Combination Agreement to be satisfied and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) 20 days after written notice of such breach or inaccuracy is provided to Inflection Point or (B) the Outside Date; provided, that Elroy Air will not have the right to terminate the Business Combination Agreement pursuant to the Business Combination Agreement if at such time Elroy Air is in material uncured breach of the Business Combination Agreement; and

•        if (i) all the conditions set forth in the Business Combination Agreement have been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Closing Date were the date of such termination), (ii) Inflection Point fails to consummate the Business Combination on or prior to the day when the Closing is required to occur pursuant to the Business Combination Agreement, (iii) Elroy Air shall have irrevocably confirmed in writing to Inflection Point that it is ready, willing and able to consummate the Closing and (iv) Inflection Point fails to effect the Closing within five business days following delivery of such confirmation.

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Inflection Point would be able to terminate the Business Combination Agreement:

•        if (i) there has been a breach by Elroy Air of any of its representations, warranties, covenants or agreements contained in the Business Combination Agreement, or if any representation or warranty of such parties will have become untrue or inaccurate, in any case, which would result in a failure of certain specified conditions set forth in the Business Combination Agreement to be satisfied (treating the Closing Date for such purposes as the date of the Business Combination Agreement or, if later, the date of such breach), and (ii) the breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) 20 days after written notice of such breach or inaccuracy is provided to Elroy Air or (B) the Outside Date; provided, that Inflection Point will not have the right to terminate the Business Combination Agreement pursuant to the Business Combination Agreement if at such time Inflection Point is in material uncured breach of the Business Combination Agreement; and

•        if (i) all the conditions set forth in the Business Combination Agreement have been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Closing Date were the date of such termination), (ii) Elroy Air fails to consummate the Business Combination on or prior to the day when the Closing is required to occur pursuant to the Business Combination Agreement, (iii) Inflection Point shall have irrevocably confirmed in writing to Elroy Air that it is ready, willing and able to consummate the Closing and (iv) Elroy Air fails to effect the Closing within five business days following delivery of such confirmation.

Waiver and Amendments

At any time prior to Closing, any party to the Business Combination Agreement may, by approval by their respective board of directors or other officers or persons duly authorized (a) extend the time for the performance of the obligations or acts of the other parties, (b) waive any inaccuracies in the representations and warranties (of the other party hereto) that are contained in the Business Combination Agreement or (c) waive compliance by the other parties hereto with any of the agreements or conditions contained in the Business Combination Agreement. The Business Combination Agreement may be amended, supplemented or modified only by execution of a written instrument signed by Inflection Point and Elroy Air.

Expenses

Except as provided in the Business Combination Agreement, all expenses incurred in connection with the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement shall be paid by the party incurring such expenses.

Inflection Point and Elroy Air agree that they are entitled to seek an injunction or restraining order to prevent breaches and to specific enforcement of the terms and provisions of the Business Combination Agreement, without the requirement to post any bond or other security or to prove that money damages would be inadequate, in addition to any other right or remedy to which any party is entitled under the Business Combination Agreement, at law or equity.

Related Agreements

A&R Registration Rights Agreement

At the Closing, New Elroy Air, the Sponsor, the Closing PIPE Investor, certain securityholders of Elroy Air and other parties thereto will enter into the A&R Registration Rights Agreements, pursuant to which, among other things, the Sponsor, the Closing PIPE Investor, such securityholders of Elroy Air and other parties thereto will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of New Elroy Air that they will hold following the Business Combination.

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Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, Inflection Point entered into the Sponsor Support Agreement with Elroy Air and the Sponsor, pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of adoption of the Transaction Proposals, (ii) vote against any Alternative Transaction (as defined in the Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination Agreement and the Business Combination; (iii) vote against any change in the business, management, or the Inflection Point Board (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or ancillary agreements) and (iv) vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Inflection Point under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in the Sponsor Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Inflection Point.

Pursuant to the Sponsor Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Inflection Point, the Sponsor shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Sponsor Support Agreement) owned by the Sponsor, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor without the prior written consent of Elroy Air, unless such transfer is deemed a Permitted Transfer (as defined in the Sponsor Support Agreement).

In addition, pursuant to the Sponsor Support Agreement, the Sponsor has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Inflection Point, Elroy Air or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Sponsor Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination.

Furthermore, pursuant to the Sponsor Support Agreement, the Sponsor agreed to waive, subject to the consummation of the Business Combination, any and all anti-dilution rights with respect to the rate at which the Inflection Point Class B Shares convert into Inflection Point Class A Shares in connection with the transactions contemplated by the Business Combination Agreement.

Stockholder Voting and Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Requisite Elroy Air Stockholders entered into the Voting and Support Agreement, pursuant to which the Requisite Elroy Air Stockholders have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Business Combination Agreement and the consummation of the Business Combination; (b) against any Alternative Transaction or any proposal relating to an Alternative Transaction; (c) against any merger agreement or merger (other than the Business Combination Agreement and the Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Elroy Air; (d) against any change in the business, management or board of directors of Elroy Air (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or the Ancillary Documents (as defined in the Business Combination Agreement)); (e) against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Stockholder Voting and Support Agreement, the Business Combination Agreement, the Charter Amendment (as defined below) or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Elroy Air under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of such stockholder contained in the Stockholder Voting and Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Elroy Air (other than pursuant to the Charter Amendment); (f) to convert all outstanding shares of Elroy Air Preferred Stock into Elroy

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Air Common Stock as of immediately prior to the Effective Time, conditioned upon and subject to the closing of the Business Combination, in accordance with the organizational documents of Elroy Air (as amended by the Charter Amendment); (g) to approve and adopt the Charter Amendment to, among other things, revise the conversion prices applicable to each series of Elroy Air Preferred Stock; (h) to approve the Business Combination as may be required to satisfy the approval requirements in Section 3.3 of Elroy Air’s certificate of incorporation; and (i) to the extent such Elroy Air Equity Holder is a Disinterested Common Stockholder, to vote all shares of Elroy Air Common Stock held by such stockholder in favor of the Charter Amendment in satisfaction of the Disinterested Common Stockholder approval requirement.

Pursuant to the Stockholder Voting and Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Elroy Air, the Requisite Elroy Air Stockholders have agreed not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Stockholder Voting and Support Agreement), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities without the prior written consent of Elroy Air and Inflection Point, unless such transfer is deemed a Permitted Transfer (as defined in the Stockholder Voting and Support Agreement).

In addition, pursuant to the Stockholder Voting and Support Agreement, the Requisite Elroy Air Stockholders have agreed not to commence, join in, facilitate, assist or encourage, and have agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Inflection Point, Elroy Air or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Stockholder Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Stockholder Voting and Support Agreement, the Business Combination Agreement or the Business Combination. Each of the Requisite Elroy Air Stockholders has also waived and agreed not to exercise any rights of appraisal or rights to dissent from the Business Combination that they may have in respect of the Subject Securities.

Sponsor Lock-Up Agreement

At the Closing, the Sponsor Lock-Up Securityholders and New Elroy Air will enter into the Sponsor Lock-Up Agreement, pursuant to which the Sponsor Lock-Up Securityholders will agree (x) with respect to any Sponsor Lock-Up Founder Shares, prior to the earlier of (A) six months after the Closing Date and (B) the date on which the New Elroy Air Common Stock has closed at or above $12.00 per share for 20 trading days during any 30-trading day period commencing at least 30 days after the Closing Date, or (y) with respect to any Sponsor Lock-Up Unit Securities, prior to the date that is 30 days after the Closing Date, not to, without the prior written consent of the New Elroy Air Board, (a) sell, pledge, grant any option to purchase or otherwise dispose of, (b) enter into any swap or other transfer arrangement in respect of the Sponsor Lock-Up Securities or (c) take any action in furtherance of any of the matters described in the foregoing clauses (a) or (b). The Sponsor Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain conditions, or the exercise of certain stock options. The Sponsor Lock-Up Agreement will supersede the lock-up provisions set forth in the Letter Agreement, which provisions will be of no further force or effect as of Closing.

Elroy Air Lock-Up Agreement

At the Closing, New Elroy Air and the Lock-Up Holders will enter into the Elroy Air Lock-Up Agreement, pursuant to which the Lock-Up Holders and their respective permitted assigns will agree not to, without the prior written consent of the New Elroy Air Board, (a) sell, pledge, grant any option to purchase or otherwise dispose of, (b) enter into any swap or other transfer arrangement in respect of the Sponsor Lock-Up Securities or (c) take any action in furtherance of any of the matters described in the foregoing clauses (a) or (b), any Lock-Up Shares, prior to the earlier of (A) six months after the consummation of the Business Combination and (B) the date on which the New Elroy Air Common Stock has closed at or above $12.00 per share for 20 trading days during any 30-trading day period commencing at least 30 days after the consummation of the Business Combination. The Elroy Air Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain conditions, or the exercise of certain stock options.

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Pre-Funded SPAs

In connection with the transactions contemplated by the Business Combination Agreement, on June 26, 2026, Elroy Air entered into the Signing Pre-Funded SPAs with the Signing Pre-Funded PIPE Investors, pursuant to which Elroy Air issued and sold Pre-Funded Convertible Notes with an aggregate face value of approximately $78.3 million and Pre-Funded Warrants to purchase 6,526,961 shares of Elroy Air Common Stock at a purchase price of $12.00 per share for an aggregate purchase price of approximately $66.6 million in the Signing Pre-Funded Note Investment. Between July 31, 2026 and September 15, 2026, Elroy Air entered into the Post-Signing Pre-Funded SPAs with the Post-Signing Pre-Funded PIPE Investors, pursuant to which Elroy Air issued and sold Pre-Funded Convertible Notes with an aggregate face value of approximately $9.9 million and Pre-Funded Warrants to purchase 825,979 shares of Elroy Air Common Stock at a purchase price of $12.00 per share for an aggregate purchase price of approximately $8.4 million in the Post-Signing Pre-Funded Note Investment.

The Convertible Note Consideration will be a number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and accrued and unpaid interest on each Pre-Funded Convertible Note as of one day prior to the Closing, divided by (ii) $12.00. The Pre-Funded Warrant Consideration will be New Elroy Air Series A Warrants equal to the quotient of (i) the aggregate exercise price of such Pre-Funded Warrant immediately prior to the Effective Time, divided by (ii) $12.00.

Series A SPA

In connection with the transactions contemplated by the Business Combination Agreement, on the June 26, 2026, Inflection Point, Elroy Air and the Series A Preferred Stock Investor entered into the Series A SPA. Pursuant to the Series A SPA, the Series A Preferred Stock Investor has agreed, among other things, to purchase, at Closing, 9,803,922 shares of New Elroy Air Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of Designation and a Series A Preferred Investor Warrant to purchase an aggregate of 9,803,922 shares of New Elroy Air Common Stock, for an aggregate purchase price of $100 million. Each share of New Elroy Air Series A Preferred Stock will have a Stated Value of $12.00.

In addition, in consideration for the Series A Preferred Stock Investor’s investment, (i) New Elroy Air will issue 750,000 shares of New Elroy Air Common Stock to the Series A Preferred Stock Investor upon Closing and (ii) Inflection Point will cause the applicable holders to transfer to the Series A Preferred Stock Investor 501,649 shares of Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, 448,351 shares of New Elroy Air Common Stock issued in respect of the Private Placement Units and 149,450 New Elroy Air Warrants issued in respect of the Private Placement Units upon Closing. Solely with respect to such 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and CCM in respect of the Private Placement Units and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the Private Placement Units, the Closing PIPE Investor will sign the Sponsor Lock-Up Agreement.

The Series A SPA includes customary representations and warranties from Elroy Air, Inflection Point and the Closing PIPE Investor and is subject to customary closing conditions. The Series A SPA also includes customary covenants and agreements related to transfer restrictions, SEC reports, material non-public information and indemnification. New Elroy Air Common Stock issuable upon conversion of the Series A Preferred Stock and New Elroy Air Common Stock underlying any New Elroy Air Series A Warrants will be “Registrable Securities” under the Registration Rights Agreement.

Dividends:    The Series A Preferred Stock will accrue dividends daily at the rate of 12% per annum of the Accrued Value (as defined in the Certificate of Designation) (if paid in kind), plus the amount of previously accrued dividends paid in kind, or 10% per annum of the Accrued Value (if paid in cash), plus the amount of previously accrued dividends paid in kind. Such dividends will compound semi-annually.

Liquidation Preference:    Upon any liquidation or deemed liquidation event, the holders of New Elroy Air Series A Preferred Stock will be entitled to receive out of the available proceeds, before any distribution is made to holders of common stock or any other junior securities of New Elroy Air, an amount per share equal to 100% of the Accrued Value on each share of New Elroy Air Series A Preferred Stock. Thereafter, the holders of New Elroy Air Series A Preferred Stock will be entitled to receive their pro-rata share of the remaining available proceeds available for distribution to stockholders, on an as-converted to common stock basis.

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Protective Provisions:    For as long as at least 20% of the shares of New Elroy Air Series A Preferred Stock issued as of the Closing are outstanding, New Elroy Air will not, without the affirmative vote or action by written consent of holders of more than 50% of the issued and outstanding shares of New Elroy Air Series A Preferred Stock, which must include Inflection Point Asset Management LLC or its affiliates, to the extent such holders then hold New Elroy Air Series A Preferred Stock (the “Required Holders”), take any of the following actions: (i) liquidate, dissolve or wind up the affairs of New Elroy Air; (ii) amend, alter, or repeal any provision of the certificate of incorporation, bylaws, Certificate of Designation or any similar document of New Elroy Air in a manner adverse to the New Elroy Air Series A Preferred Stock; (iii) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security unless such security ranks junior to the New Elroy Air Series A Preferred Stock with respect to its rights, preferences and privileges, or increase the authorized number of shares of New Elroy Air Series A Preferred Stock; (iv) purchase or redeem or pay any cash dividend on any capital stock ranking junior to the New Elroy Air Series A Preferred Stock prior to payment of such cash dividend on the New Elroy Air Series A Preferred Stock or purchase or redeem any capital stock ranking junior to the New Elroy Air Series A Preferred Stock, other than stock repurchased at cost from former employees and consultants in connection with the cessation of their service; (v) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under New Elroy Air’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 New Elroy Air, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of New Elroy Air; or (vi) incur or guarantee any indebtedness, other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the New Elroy Air Series A Preferred Stock will not be considered indebtedness for purposes of this calculation.

Conversion:    Each share of New Elroy Air Series A Preferred Stock will be convertible into New Elroy Air Common Stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price. The conversion price will initially be $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and full-ratchet anti-dilution adjustments, including with respect to future issuances or sales of New Elroy Air Common Stock at prices less than the conversion price then in effect. In addition, if the 20-day volume-weighted average price of the New Elroy Air Common Stock on the twenty-first trading day following the date that is six months after the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $5.00.

Put Rights:    Unless prohibited by applicable law governing distributions to stockholders, the Series A Preferred Stock shall be redeemable at the option of the Requisite Holders commencing any time after the 5th anniversary of the Closing at a price equal to the Accrued Value.

Call Rights:    Unless prohibited by applicable law governing distributions to stockholders, subject to the conditions set forth in the Certificate of Designation, the New Elroy Air Series A Preferred Stock will be redeemable at the option of New Elroy Air commencing any time:

(A)    prior to the first anniversary of the Closing at a price equal to the greater of (i) 150% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption);

(B)    on or after the first anniversary but prior to the second anniversary of the Closing at a price equal to the greater of (i) 140% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption);

(C)    on or after the second anniversary of the Closing but prior to the third anniversary of the Closing at a price equal to the greater of (i) 130% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock

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been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption);

(D)    on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing at a price equal to the greater of (i) 120% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption);

(E)    on or after the fourth anniversary of the Closing but prior to the fifth anniversary of the Closing at a price equal to the greater of (i) 110% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption); or

(F)    on or after the fifth anniversary of the Closing at a price equal to the greater of (i) 100% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption).

Voting:    The Series A Preferred Stock will vote together with the New Elroy Air Common Stock as a single class, except as required by law and as noted above under “Protective Provisions.” Each holder of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of New Elroy Air Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter.

Series A Preferred Investor Warrant:    At the closing of the PIPE Investment, the Closing PIPE Investor will receive a Series A Preferred Investor Warrant to purchase an aggregate of 9,803,922 shares of New Elroy Air Common Stock. The New Elroy Air Series A Warrants will be immediately exercisable upon issuance at Closing and will expire five years from the date of Closing. The New Elroy Air Series A Warrants include customary cash and cashless exercise provisions. Each New Elroy Air Series A Warrant is initially exercisable at $12.00 per share of New Elroy Air Common Stock, subject to the same anti-dilution and other adjustments as the Series A Preferred Stock.

There are no agreements, arrangements, or understandings between the Sponsor and Inflection Point, its officers, directors, or affiliates with respect to determining whether to proceed with the Business Combination or any other initial business combination.

Transfer Restrictions

The Business Combination Agreement contemplates that, at the Closing, New Elroy Air and the Sponsor, CCM, Clear Street and the Closing PIPE Investor will enter into a Sponsor Lock-Up Agreement, and New Elroy Air and the Lock-Up Holders will enter into the Elroy Air Lock-Up Agreement (together with the Sponsor Lock-Up Agreement, the “Lock-Up Agreements”), pursuant to which the parties thereto will agree to restrictions on transfer with respect to their shares of New Elroy Air Common Stock. The Lock-Up Agreements will supersede the lock-up provisions set forth in the Letter Agreement, which provisions will be of no further force or effect as of the Closing.

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The transfer restrictions contained in the Lock-Up Agreements are summarized in the table below:

Subject Securities		Natural Persons and Entities Subject to Restrictions		Lock-Up Period		Exceptions to Transfer Restrictions
7,666,667 shares of New Elroy Air Common Stock, to be issued to the Sponsor upon conversion of 7,666,667 Inflection Point Class A Shares the Sponsor receives upon conversion of 7,666,667 Founder Shares in connection with the Closing.		Sponsor, CCM, Clear Street and the Closing PIPE Investor (solely with respect to the Sponsor Lock-Up Securities)		The period beginning on the Closing Date and ending on the earlier of (A) six months after the Closing Date and (B) the date on which the New Elroy Air Common Stock has closed at or above $12.00 per share for 20 trading days during any 30-trading day period commencing at least 30 days after the Closing Date to six months after the consummation of the Business Combination.		Transfers to Permitted Transferees(1)
665,000 shares of New Elroy Air Common Stock, to be issued to the Sponsor upon the conversion of securities underlying the 665,000 Private Placement Units.		Sponsor, CCM, Clear Street and the Closing PIPE Investor		The period beginning on the Closing Date and ending 30 days after the consummation of the Business Combination.		Transfers to Permitted Transferees(1)
221,667 New Elroy Air Warrants (and the 221,667 shares of New Elroy Air Common Stock issuable upon exercise of such New Elroy Air Warrants), to be issued to the Sponsor upon the conversion of securities underlying the 221,667 Private Placement Units.		Sponsor, CCM, Clear Street and the Closing PIPE Investor		The period beginning on the Closing Date and ending 30 days after the consummation of the Business Combination.		Transfers to Permitted Transferees(1)
New Elroy Air Common Stock held immediately after the Closing (other than shares acquired in the public market after the Closing).		Lock-Up Holders		The period beginning on the Closing Date and ending on the earlier of (A) six months after the Closing Date and (B) the date on which the New Elroy Air Common Stock has closed at or above $12.00 per share for 20 trading days during any 30-trading day period commencing at least 30 days after the Closing Date to six months after the consummation of the Business Combination.		Transfers to Permitted Transferees(2)

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(1)      The lock-up restrictions will not apply to: (a) transfers of any securities other than the Sponsor Lock-Up Securities or any other equity security of New Elroy Air issued or issuable with respect to the Sponsor Lock-Up Securities by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; (b) transfers to New Elroy Air’s officers or directors, any affiliate (as defined therein) or family member of any of New Elroy Air’s officers or directors, any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (c) in the case of an individual, transfers to any affiliates or family members of the holder of Sponsor Lock-Up Securities; (d) transfers to any investment funds or vehicles controlled or managed by the holder of Sponsor Lock-Up Securities or any of its affiliates; (e) transfers by gift to a trust, the beneficiary of which is a person to whom a transfer would be permitted under (c), or to a charitable organization; (f) in

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the case of an individual, transfers by virtue of laws of descent and distribution upon death of such individual; (g) in the case of an individual, transfers pursuant to a qualified domestic relations order; (h) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the holder of the Sponsor Lock-Up Securities and/or the affiliates or family members of the holder of Sponsor Lock-Up Securities are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (i) transfers to a nominee or custodian of a person to whom a transfer would be permitted under (c); (j) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement at prices no greater than the price at which the Sponsor Lock-Up Securities were originally purchased; (k) transfers in connection with any legal, regulatory or other order; (l) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (m) in the case of an entity, transfers as part of a distribution to members, partners, shareholders or equityholders of the holder of the Sponsor Lock-Up Securities; (n) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (o) the exercise of stock options to purchase shares of New Elroy Air Common Stock or the vesting of stock awards relating to shares of New Elroy Air Common Stock and any related transfer of shares of New Elroy Air Common Stock in connection therewith (x) deemed to occur upon the “cashless” or “net” exercise of such options or (y) for the purpose of paying the exercise price of such options or for paying taxes due as a result of the exercise of such options, the vesting of such options or stock awards, or as a result of the vesting of such shares of New Elroy Air Common Stock, it being understood that all shares of New Elroy Air Common Stock received upon such exercise, vesting or transfer will remain subject to the restrictions of the Sponsor Lock-Up Agreement during the applicable lock-up period; (p) transfers to New Elroy Air pursuant to any contractual arrangement in effect upon the consummation of the Business Combination that provides for the repurchase by New Elroy Air or forfeiture of New Elroy Air Common Stock or other securities convertible into, or exercisable, redeemable or exchangeable for, New Elroy Air Common Stock in connection with the termination of the holder of the Sponsor Lock-Up Securities’ service to New Elroy Air; (q) the entry, by holder of the Sponsor Lock-Up Securities, at any time after the consummation of the Business Combination, of any trading plan providing for the sale of shares of New Elroy Air Common Stock by the holder of the Sponsor Lock-Up Securities, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any shares of New Elroy Air Common Stock during the applicable lock-up period and no public announcement or filing is voluntarily made or required regarding such plan during the applicable lock-up period; (r) transfers in the event of the completion of a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the New Elroy Air securityholders having the right to exchange their shares of New Elroy Air Common Stock for cash, securities or other property; and (s) transfers to satisfy any U.S. federal, state, or local income tax obligations of a holder of Sponsor Lock-Up Securities (or its direct or indirect owners) arising from a change in the Code, or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date on which the Business Combination Agreement was executed by the parties, and such change prevents the Business Combination from qualifying as a “reorganization” pursuant to Section 368 of the Code (and the Business Combination does not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations taking into account such changes), in each case solely and to the extent necessary to cover any tax liability as a direct result of the transaction.

(2)     The lock-up restrictions will not apply to: (a) transfers of any securities other than (a) the Lock-Up Shares and (b) any other equity security of New Elroy Air issued or issuable with respect to the Lock-Up Shares by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, spin-off, reorganization or similar transaction; (b) in the case of an individual, transfers to any affiliates (as defined therein) or family members of the holder of Lock-Up Shares; (c) transfers to any investment funds or vehicles controlled or managed by the holder of Lock-Up Shares or any of its affiliates; (d) transfers by gift to a trust, the beneficiary of which is a person to whom a transfer would be permitted under (a), or to a charitable organization; (e) in the case of an individual, transfers by virtue of laws of descent and distribution upon death of such individual; (f) in the case of an individual, transfers pursuant to a qualified domestic relations order; (g) in the case of an individual, transfers to a partnership, limited liability company or other entity of which the holder of Lock-Up Shares and/or the affiliates or family members of the holder of Lock-Up Shares are the legal and beneficial owner of all of the outstanding equity securities or similar interests; (h) transfers to a nominee or custodian of a person to whom a transfer would be permitted under (a); (i) transfers in connection with any legal, regulatory or other order; (j) in the case of an entity that is a trust, transfers to a trustor or beneficiary of the trust or to the estate of a beneficiary of such trust; (k) in the case of an entity, transfers as part of a distribution to members, partners, shareholders or equityholders of the holder of Lock-Up Shares; (l) in the case of an entity, transfers by virtue of the laws of the state of the entity’s organization and the entity’s organizational documents upon dissolution of the entity; (m) the exercise of stock options or warrants to purchase shares of New Elroy Air Common Stock or the vesting of stock awards relating to shares of New Elroy Air Common Stock and any related transfer of shares of New Elroy Air Common Stock in connection therewith (x) deemed to occur upon the “cashless” or “net” exercise of such options or warrants or (y) for the purpose of paying the exercise price of such options or warrants or for paying taxes due as a result of the exercise of such options or warrants, the vesting of such options or stock awards, or as a result of the vesting of such shares of New Elroy Air Common Stock, it being understood that all shares of New Elroy Air Common Stock received upon such exercise, vesting or transfer will remain subject to the restrictions of the Elroy Air Lock-Up Agreement during the

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lock-up period; (n) transfers to the Company pursuant to any contractual arrangement in effect upon the consummation of the Business Combination that provides for the repurchase by New Elroy Air or forfeiture of New Elroy Air Common Stock or other securities convertible into, or exercisable, redeemable or exchangeable for, New Elroy Air Common Stock in connection with the termination of the holder of Lock-Up Shares’ service to the Company; (o) the entry, by the holder of Lock-Up Shares, at any time after the consummation of the Business Combination, of any trading plan providing for the sale of shares of New Elroy Air Common Stock by the holder of Lock-Up Shares, which trading plan meets the requirements of Rule 10b5-1(c) under the Exchange Act; provided, however, that such plan does not provide for, or permit, the sale of any shares of New Elroy Air Common Stock during the lock-up period and no public announcement or filing is voluntarily made or required regarding such plan during the lock-up period; (p) transfers in the event of the completion of a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of New Elroy Air’s securityholders having the right to exchange their shares of Common Stock for cash, securities or other property; and (q) transfers to satisfy any U.S. federal, state, or local income tax obligations of a holder of Lock-Up Shares (or its direct or indirect owners) arising from such holder of Lock-Up Shares’ ownership (including prior to and after the Business Combination) of the Lock-Up Shares or any interests in Elroy Air, in each case solely and to the extent necessary to cover any tax liability as a direct result of such ownership of the Lock-Up Shares or any interests in Elroy Air.

Background of the Business Combination

Inflection Point is a special purpose acquisition company that was incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The terms of the Business Combination are the result of extensive negotiations among representatives of Inflection Point and Elroy Air. The following is a description of the background of these negotiations and the resulting terms of the Business Combination.

Prior to the execution of the Business Combination Agreement, Inflection Point had evaluated numerous potential business combination opportunities across a variety of industries. Between March 24, 2026, and May 27, 2026, Inflection Point and its advisors reviewed approximately 12 potential acquisition opportunities, entered into approximately 6 non-disclosure agreements with prospective targets (including Elroy Air), and conducted active discussions with approximately 5 companies. On May 22, 2026, Inflection Point delivered a draft letter of intent to one other potential business combination candidate. Inflection Point ultimately determined not to proceed with any of these opportunities because the parties were unable to agree on transaction terms, competing transaction processes prevailed, or the opportunities no longer satisfied Inflection Point’s investment criteria.

The following chronology summarizes the principal meetings and events that resulted in the execution of the Letter of Intent, Business Combination Agreement and related transaction documents with Elroy Air. It does not purport to catalogue every discussion among representatives of Inflection Point, Elroy and their respective advisors.

On April 1, 2026, Barclays, Elroy Air’s financial and capital markets advisor, sent an email to IPAM introducing Michael Blitzer, Chief Investment Officer of IPAM and now Chairman of the board of directors of Inflection Point (the “Inflection Point Board”) to Andrew Clare, Chief Executive Officer of Elroy Air. On April 3, 2026, IPFX, a special purpose acquisition company formed and managed by Kevin Shannon, portfolio manager of IPAM and now Chief Executive Officer of Inflection Point, and Michael Blitzer, and Elroy Air entered into a non-disclosure agreement. That same day, Andrew Clare participated in an introductory management call with Mr. Shannon. Representatives of Elroy Air provided an overview of the company’s autonomous cargo aircraft platform, commercial strategy, government programs, competitive positioning and anticipated capital requirements.

On April 8, 2026, Mr. Clare, David Merrill, Founder and Executive Chairman of Elroy Air, Alvin Oswandy, Head of Strategic Finance of Elroy Air, and representatives of Barclays, Elroy Air’s financial and capital markets advisor, held an introductory meeting with Messrs. Blitzer and Shannon. During the meeting, Mr. Blitzer was introduced to Elroy Air’s management team and the parties discussed Elroy Air’s business, growth strategy, anticipated financing needs, and potential transaction structure.

On April 9, 2026, representatives of Barclays held a follow-up discussion with Messrs. Shannon and Dylan Chan, Chief of Staff of IPFX, regarding the anticipated transaction process, valuation considerations, publicly traded comparable companies and prior de-SPAC precedents that could serve as reference points in evaluating a potential business combination.

Following these introductory discussions, representatives of IPFX and Elroy Air continued their diligence efforts while simultaneously beginning negotiations regarding the principal commercial terms of a potential transaction.

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On April 16, 2026, IPFX submitted an initial draft letter of intent to Elroy Air. The proposed letter of intent contemplated, among other principal terms, (i) a total pre-money equity value of Elroy Air of $800 million, (ii) a targeted PIPE of $150 million, with terms to be agreed based on investor feedback, but expected to be consistent with those in PIPEs raised in connection with the business combinations of prior IPAM-affiliated special purpose acquisition companies, and to include a $30 million component that would fund at signing of the definitive agreement for the Business Combination, (iii) a six month lock-up on the founder shares and equity received by Elroy Air’s existing equityholders, (iv) a post-closing board in a size to be mutually agreed, but with two directors designated by IPFX and (v) customary exclusivity provisions for a period of 60 days.

On April 17, 2026, at the request of Elroy Air, representatives of Barclays returned a markup of the proposed letter of intent reflecting Elroy Air’s comments. The principal revisions were (i) the addition of an early release to the six-month lock-up if the combined company’s stock traded at or above a volume-weighted average price of $11.50 per share for 20 trading days during any 30-trading day period, (ii) the addition of a 30 million share earnout for Elroy Air’s existing equityholders, with 10 million shares vesting upon the combined company’s stock trading at or above a volume-weighted average price of $12.00 per share, an additional 10 million shares vesting upon the combined company’s stock trading at or above a volume-weighted average price of $14.00 per share and the remaining 10 million shares vesting upon the combined company’s stock trading at or above a volume-weighted average price of $16.00 per share, in each case for 20 trading days during any 30-trading day period during a four-year earnout period beginning on the first anniversary closing date, (iii) the addition of a mechanism to subject up to 50% of the Founder Shares to vesting or forfeiture if available cash upon closing was less than $150 million, with vesting based on the same share-price triggers over a six-year period beginning on the first anniversary of the closing date, (iv) the addition of a closing condition that there be at least $150 million of available cash from the SPAC (including any pre-funded component of the PIPE) at closing, (v) reducing the number of directors to be designated by IPFX to one and (vi) reducing the exclusivity period to 45 days.

Between April 17, 2026 and April 20, 2026, representatives of IPFX, Elroy Air and Barclays negotiated the principal commercial terms of the proposed transaction. These discussions focused on the size and structure of the earnout, the amount of the affiliated prefunded PIPE commitment, the methodology for calculating the pre-money equity capitalization, and other key economic terms.

On April 20, 2026, IPFX submitted an updated draft letter of intent reflecting a reduction in the proposed earnout and revisions to the affiliated prefunded PIPE commitment. In particular, the updated draft letter of intent reflected (i) modifying the early release applicable to the six-month lock-up to be triggered if the combined company’s stock traded at or above a volume-weighted average price of $12.00 per share for 20 trading days during any 30-trading day period, (ii) affiliated funds of IPAM backstopping a minimum of $25 million of the prefunded component of the PIPE, (iii) reducing the earnout to 8 million shares, with 4 million shares vesting upon the combined company’s stock trading at or above a volume-weighted average price of $20.00 per share and the remaining 4 million shares vesting upon satisfaction of a 2027 organic revenue threshold to be mutually agreed, (iv) removal of the proposed vesting or forfeiture mechanism for the Founder Shares and (v) removal of the proposed minimum cash condition.

On April 21, 2026, representatives of Elroy Air proposed that the aggregate earnout be increased to ten million shares to align with similarly sized precedent transactions. Following additional negotiations later that day, the parties tentatively agreed to a ten million share earnout comprised equally of revenue-based performance milestones and stock price hurdles at $15.00 and $20.00 per share. The parties also tentatively agreed that the pre-money equity share count would be determined by dividing the agreed pre-money equity value by the redemption price.

On April 22, 2026, at the request of Elroy Air, representatives of Barclays sent a revised draft of the letter of intent reflecting such terms to IPFX and White & Case. Also on April 22, 2026, Mr. Shannon advised representatives of Barclays that IPFX was likely to sign an LOI with another target, but that the IPAM team remained excited about leading a business combination with Elroy Air through a publicly-traded existing special purpose acquisition company to be identified that the IPAM team would either take over or partner with.

On April 24, 2026, representatives of Barclays and IPAM discussed the anticipated PIPE financing process, including prospective investors, target prefunding amounts and transaction timing. Later that day, White & Case LLP (“White & Case”), counsel to IPAM and now Inflection Point, circulated a revised draft of the letter of intent clarifying that the transaction would be completed through an existing publicly-traded special purpose acquisition company that the IPAM team would take over or partner with rather than through IPFX, as contemplated in prior drafts of the letter of intent.

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On April 27, 2026, representatives of Elroy Air and Barclays participated in a PIPE presentation dry run with representatives of IPAM. Later that day, at the request of Elroy Air, Barclays returned an additional markup of the draft letter of intent that (i) requested the special purpose acquisition company bear responsibility for applicable antitrust and SEC filing fees, (ii) proposed a classified board, (iii) provided additional detail regarding the anticipated long-term incentive plan, including a 12% initial pool with a 5% evergreen feature and (iv) provided for mutual exclusivity.

On April 28, 2026, Mr. Shannon provided feedback to representatives of Barclays on the last draft of the letter of intent, noting among other things, that the antitrust and SEC filing fees should be split 50/50 and that, because the letter of intent was with Inflection Point Fund, rather than a specific special purpose acquisition company, exclusivity would have to be limited to such special purpose acquisition company, once identified. Later on April 28, 2026, at the request of Elroy Air, representatives of Barclays sent an updated draft of the letter of intent reflecting such feedback.

Also on April 28, 2026, representatives of Elroy Air, IPAM, Barclays, DLA Piper LLP (US), counsel to Elroy Air (“DLA Piper”), White & Case and Kirkland Ellis LLP, counsel to Barclays and the Placement Agents (“Kirkland & Ellis”), held an organizational call to coordinate the Pre-PIPE Financing and PIPE Financing process and establish the principal diligence and transaction workstreams. Participants discussed that the PIPE was intended to be structured as an issuance of preferred equity and warrants of the combined company to institutional investors and that the pre-PIPE round was intended to be a separate private capital raise by Elroy Air in advance of the PIPE to support near-term operational needs. Participants discussed the sequencing of the two capital raises, the target investor profile for each, and the importance of aligning PIPE timing with the anticipated filing and closing schedule for the Business Combination.

On April 29, 2026, Elroy Air and Inflection Point Fund executed the agreed letter of intent (the “LOI”).

Following execution of the LOI, representatives of IPAM, Elroy Air and their respective advisors commenced confirmatory due diligence while advancing the documentation of the Business Combination and related financing transactions.

On May 2, 2026, IPAM received initial access to Elroy Air’s data room.

On May 5, 2026, Elroy Air and Barclays entered into an engagement agreement with respect to the Pre-PIPE Financing.

On May 5, 2026, representatives of Elroy Air and Barclays held an update call with Mr. Shannon to discuss the status of the Pre-PIPE and PIPE financing process, anticipated investor outreach, proposed Pre-PIPE and PIPE terms, the timing of upcoming diligence activities, including a planned visit to Indiana to observe Elroy Air’s aircraft demonstration, and the status of IPAM’s discussions regarding the acquisition of an existing special purpose acquisition company through which to complete the transaction. Participants also discussed the timing of the pre-PIPE raise relative to the anticipated PIPE launch and transaction signing, and the importance of completing the raise on terms consistent with the contemplated PIPE structure.

On May 8, 2026, IPAM contacted Inflection Point about partnering with IPAM for the Business Combination.

On May 11, 2026, Messrs. Merrill, Clare and Rodrigo met with Messrs. Blitzer, Shannon and Chan and representatives of Cantor for dinner in Indiana in advance of Elroy Air’s planned flight demonstration. During the meeting, Mr. Rodrigo, Elroy Air’s Head of Federal Business Development, discussed Elroy Air’s relationships with various U.S. government agencies and the progress of its federal business development initiatives.

Also on May 11, 2026, IPAM and the Sponsor and the then-existing management of Inflection Point began negotiating IPAM’s acquisition of managerial control over Inflection Point. Between mid-May and early June 2026, representatives of IPAM, the Sponsor and the then-existing management of Inflection Point also advanced discussions regarding the acquisition of managerial control over Inflection Point. Because IPAM maintained a longstanding relationship with the then-existing management of Inflection Point and the original owners of the Sponsor, negotiations proceeded efficiently and allowed the parties to focus principally on advancing the Business Combination. The parties agreed that, following completion of the sponsor acquisition, Michael Blitzer would become Chairman of Inflection Point, Kevin Shannon would become Chief Executive Officer, Gary Quin would transition from Chief Executive Officer to President, the existing Chief Financial Officer and Board of Directors would remain in place, and Inflection Point would be renamed Inflection Point Acquisition Corp. VII in the weeks following the public announcement of the Business Combination.

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On May 12, 2026, representatives of Elroy Air and Barclays held a transaction update call with representatives of IPAM to review the status of the Business Combination, the Pre-PIPE and PIPE financing process and the anticipated transaction timeline.

On May 12, 2026, Messrs. Blitzer, Shannon and Chan traveled to Camp Atterbury in Indiana, where Messrs. Merrill, Clare and Rodrigo hosted an on-site diligence visit. Representatives of IPAM observed a demonstration flight of Elroy Air’s autonomous cargo aircraft conducted for military customers and held discussions regarding the aircraft’s operational capabilities, defense applications and ongoing government programs. IPAM believed the visit further validated Elroy Air’s technology and reinforced the company’s positioning within both defense and commercial logistics markets.

On May 18, 2026, Messrs. Blitzer and Shannon met with representatives of Lockheed Martin Ventures, an existing investor in Elroy Air, together with representatives of Barclays, to discuss Lockheed Martin Ventures’ views of Elroy Air’s business.

Between May 18, 2026 and June 11, 2026, representatives of Inflection Point, led by Gary Quin discussed the engagement of a fairness opinion provider. On June 11, 2026, Inflection Point engaged Newbridge to provide a fairness opinion in connection with the proposed transaction.

On May 21, 2026, with Inflection Point identified as the special purpose acquisition company over which IPAM would obtain managerial control to pursue the Business Combination, and to facilitate direct diligence by and discussions with Inflection Point, Elroy Air and Inflection Point entered into a separate non-disclosure agreement.

On May 21, 2026, White & Case sent initial drafts of the form of Pre-Funded Convertible Note, the form of Pre-Funded Warrant, the form of Pre-Funded SPA, the form of Series A SPA, the form of Certificate of Designation and the form of New Elroy Air Series A Warrant relating to the Pre-PIPE Financing to DLA Piper LLP (US) and Kirkland & Ellis LLP, counsel to the placement agents for review. Between May 21, 2026 and June 16, 2026, White & Case and DLA Piper, upon their respective discussions with Inflection Point and Elroy Air, exchanged drafts of the form of Pre-Funded Convertible Note, the form of Pre-Funded Warrant, the form of Pre-Funded SPA, the form of Series A SPA, the form of Certificate of Designation and the form of New Elroy Air Series A Warrant to finalize their proposed terms before providing the documents to prospective investors for consideration. Kirkland & Ellis also participated in the drafting process on behalf of the Placement Agents. On or around June 16, 2026, the forms of the foregoing documents to be proposed to prospective investors with respect to the Pre-PIPE Financing were agreed among Inflection Point, Elroy Air and the Placement Agents. The key items negotiated were (i) certain representations and covenants from investors related to U.S. citizenship and foreign ownership limitations, (ii) adjustments to the conversion price of the Series A Preferred Stock and the exercise price of the New Elroy Air Series A Warrants based on the post-Closing trading price, (iii) issuance price-based anti-dilution adjustments to the conversion and exercise prices of all instruments and the terms and exclusions therefrom, (iv) interest on the Pre-Funded Convertible Notes, (v) the liquidation preference of the Series A Preferred Stock, (vi) the New Elroy Air call right over the Series A Preferred Stock, and (vii) the treatment of the Pre-Funded Warrants and the New Elroy Air Series A Warrants in a change-of-control transaction other than the Business Combination. On June 23, 2026, at the request of Kirkland & Ellis, the forms of Pre-Funded SPA and Pre-Funded Warrant were each prepared in two separate versions: a version applicable to institutional investors, whose participation in the offering was arranged and managed by Barclays, and a version applicable to retail investors, with respect to whom Barclays did not act as placement agent or otherwise participate in the offer or sale, and from which any and all placement agent provisions were accordingly deleted in their entirety.

Also on May 21, 2026, DLA Piper delivered the first draft of the Business Combination Agreement to White & Case. Between May 21, 2026 and June 26, 2026, upon their respective discussions with IPAM, Inflection Point and Elroy Air, White & Case and DLA Piper exchanged drafts of the Business Combination Agreement to finalize its terms. Items negotiated included, among other things, (i) various closing conditions, including, but not limited to, Inflection Point’s minimum cash condition and amendments to certain warrants of Elroy Air to provide for automatic cashless exercise, (ii) post-closing board composition, (iii) various covenants of Elroy Air and Inflection Point, encompassing the scope of their respective interim operating covenants, the thresholds and baskets governing Elroy Air’s permitted activities during the interim period, and the timing and standard applicable to Elroy Air’s post-closing compliance program obligations, (iv) the treatment of the Closing Indebtedness (as defined in the Business Combination Agreement), (v) the size of the earnout pool and the scope of Eligible Stockholders (as defined in the Business Combination Agreement) to be paid the aggregate earnout consideration, including whether holders of Pre-Funded Convertible

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Notes would participate in such earnout consideration, (vi) the scope of the representations and warranties of Elroy Air and Inflection Point and the exceptions and qualifications thereto, and (vii) exchange mechanics regarding the treatment of Elroy Air Preferred Stock.

On May 21 and May 22, 2026, representatives of Elroy Air, Barclays, DLA Piper, White & Case and IPAM held a series of calls regarding the financial information to be included in the investor presentation and shared with prospective PIPE investors. During these discussions, the parties considered the appropriate level of financial disclosure to provide during the marketing process while balancing investor diligence requirements with Elroy Air’s confidentiality concerns.

On May 27, 2026, Gary Quin, then-CEO, now President, of Inflection Point, and Messrs. Blitzer, Shannon and Chan traveled to Elroy Air’s headquarters in Byron, California, where Messrs. Clare, Merrill, Oswandy and Rodrigo provided a detailed management presentation followed by a tour of Elroy Air’s facilities. The parties reviewed the aircraft development program, manufacturing operations, certification strategy, customer pipeline and commercialization plans. Following the presentation and tour, Inflection Point agreed to partner with IPAM for a business combination with Elroy Air. That evening, representatives of IPAM, Inflection Point, Elroy Air, Cantor, and Barclays met for dinner in Palo Alto to continue discussions regarding the proposed Business Combination and transaction timeline.

Beginning on May 28, 2026, representatives of Elroy Air, Inflection Point, IPAM, Barclays, Cantor, CCM, White & Case, DLA Piper, and Kirkland & Ellis commenced regular transaction update calls to coordinate the ongoing negotiation of the Business Combination Agreement, PIPE documentation, investor outreach, diligence requests and overall transaction schedule. These update calls continued throughout the transaction process and increased in frequency as the parties approached execution of the definitive agreements.

On May 29, 2026, Mr. Shannon had a discussion with Dean Donovan, a member of Elroy Air’s Board of Directors and one of its largest shareholders, regarding the proposed size of the PIPE Financing and the advantages and disadvantages of increasing the amount of capital to be raised in connection with the Business Combination.

On June 4, 2026, representatives of Elroy Air, IPAM, Inflection Point and their respective advisors held a comprehensive transaction update call. The parties reviewed progress on the Business Combination Agreement, Pre-PIPE and PIPE documentation, diligence workstreams and anticipated investor outreach, and confirmed that negotiations were progressing in accordance with the target announcement timeline.

On June 8, 2026, representatives of Elroy Air, Barclays, IPAM and Inflection Point discussed increasing the maximum size of the Pre-PIPE Financing to $80 million in response to investor interest. Following the discussion, Elroy Air confirmed by email later that day that it was prepared to proceed on that basis, subject to final documentation.

On June 9, 2026, Mr. Shannon spoke with Mr. Donovan regarding the remaining commercial terms of the Pre-PIPE and PIPE financing, including the timing of the Pre-PIPE Financing and the funding mechanics applicable to the PIPE Financing.

On June 11, 2026, representatives of Elroy Air, Barclays, Cantor, CCM, DLA Piper, White & Case, Kirkland & Ellis, IPAM and Inflection Point held another weekly transaction update call to review the status of the Business Combination Agreement and documentation for the Pre-PIPE Financing and PIPE Financing. During the meeting, the parties noted that counsel had only recently exchanged revised drafts of the principal transaction documents and discussed an updated execution timeline to allow sufficient time for legal review.

Also on June 11, 2026, representatives of White & Case and Ellenoff Grossman & Schole LLP (“Ellenoff Grossman”), counsel to Inflection Point prior to the partnership with IPAM, held a coordination call regarding the transfer of responsibility for Inflection Point and the remaining workstreams necessary to partnership with IPAM and Business Combination.

Later on June 11, 2026, White & Case provided a revised draft of the form of New Elroy Air Series A Warrant addressing proposed changes reflected in the mark-up from DLA Piper.

On June 14, 2026, representatives of Elroy Air, IPAM, Inflection Point, Barclays, DLA Piper and White & Case held a call to finalize the remaining commercial terms of the PIPE financing, including the reset provisions applicable to the PIPE securities and the participation of the Pre-PIPE Financing investors in the earnout. During these discussions, the parties agreed to increase the aggregate earnout from 10 million shares to 11 million shares in order to permit investors participating in the Pre-PIPE Financing to participate in the earnout on a pro rata basis.

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On the scheduled working group call on June 15, 2026, representatives of Elroy Air, Barclays, Cantor, CCM, DLA Piper and White & Case, together with Messrs. Blitzer, Shannon, Chan and Quin, held a comprehensive transaction update call to review the status of the Business Combination Agreement, Pre-PIPE and PIPE documentation, diligence requests and transaction timeline. During the meeting, the parties confirmed that negotiations remained on track for announcement before the end of June.

On June 18, 2026, representatives of Elroy Air, Inflection Point, IPAM and their respective legal and financial advisors held another weekly transaction update call. The parties noted that substantially all principal terms of the Business Combination Agreement and Pre-PIPE and PIPE documentation had been resolved, that the remaining legal diligence requests represented the principal outstanding workstream, and that the Inflection Point Board meeting to consider approval of the Business Combination had been scheduled for the following week.

Beginning on June 22, 2026, the parties transitioned from weekly coordination calls to daily transaction update calls as they worked toward execution of the definitive agreements and public announcement of the transaction.

On June 22, 2026, the Inflection Point Board, consisting of Gary Quin, Garrett Curran, Alberto Alsina Gonzalez, Matthew Murphy and Marc Spiegel met with Joseph W. Pooler Jr., as well as representatives of White & Case and Newbridge to discuss the proposed Business Combination, the Business Combination Agreement, the ancillary agreements, the Pre-PIPE Financing, the PIPE Financing and the related documents. Presentation materials and proposed drafts of the definitive agreements were made available to the members of the Inflection Point Board in advance of the meeting. Ogier provided an overview of the fiduciary duties applicable to the Inflection Point Board. Mr. Quin then provided an overview of management’s and IPAM’s assessment of Elroy Air, the key terms of the business combination, and the due diligence that had been conducted in conjunction with the transaction. The Inflection Point Board asked questions of Mr. Quin, which he answered. Thereafter, Newbridge provided a detailed overview of the process it took to evaluate the transaction, and the valuation ascribed to Elroy Air. The Inflection Point Board asked questions of the representative of Newbridge, to which such representative responded. Thereafter, Newbridge rendered an oral opinion (which was subsequently confirmed in writing) to the effect that, as of that date and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Newbridge as set forth in its written opinion, (i) the Aggregate Base Consideration to be paid by Inflection Point in the Business Combination was fair, from a financial point of view, to the Inflection Point Unaffiliated Shareholders, and (ii) Elroy Air had an aggregate fair market value of at least eighty percent (80.0%) of the value of the assets held in the Trust Account for the benefit of the Public Shareholders (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the Business Combination Agreement. The Inflection Point Board continued its discussion after the representative of Newbridge left the meeting. It was proposed that the Inflection Point Board provide any necessary approvals by written resolutions in the coming days as definitive agreements were finalized.

On June 22, 2026, representatives of White & Case, DLA Piper, Kirkland & Ellis, Barclays, CCM, Cantor, IPAM and Inflection Point held a call to finalize the remaining commercial terms contained in the engagement letters relating to the PIPE financing. Later that day, representatives of Elroy Air, Barclays and Inflection Point met to coordinate the public relations strategy for announcement day, including the anticipated investor conference call and related media outreach.

On June 22, 2026, Cantor entered into a letter agreement with Inflection Point to act as joint financial advisor.

On June 23, 2026, the Placement Agents and Inflection Point entered into a letter agreement relating to the Placement Agents’ engagement relating to the PIPE Financing.

On June 23, 2026, representatives of Elroy Air, Inflection Point, IPAM, Barclays, Cantor, CCM, White & Case, Kirkland & Ellis, DLA Piper, counsel to Elroy Air, and Collected Strategies, Elroy’s investor relations and public relations advisor, held the first of a series of daily update calls. During the meeting, the parties confirmed that the Pre-PIPE and PIPE documentation was substantially complete and ready for final distribution to investors and identified the remaining legal diligence requests as the principal workstream required to achieve the targeted announcement date of June 26, 2026.

On June 24, 2026, the parties held another daily update call. Representatives of Elroy Air, IPAM and Inflection Point reviewed the outstanding diligence requests and confirmed that substantial progress had been made toward completing the remaining legal diligence items. The parties reiterated their expectation of announcing the transaction prior to market open on June 26, 2026.

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On June 24, 2026, after receipt of the requisite approvals under Inflection Point’s related party transaction policy, CCM entered into a letter agreement with Inflection Point to act as joint financial advisor.

Between June 23, 2026 and June 26, 2026, Elroy Air and certain holders of the Warrants to Purchase Series AAA Preferred Stock, dated April 24, 2024, negotiated and entered into the Amendment No. 1 to Warrant to Purchase Series AAA Preferred Stock providing for automatic exercise in connection with the Business Combination. Prior to its distribution to the warrant holders, White & Case was given the opportunity to review and comment on the draft of such amendment.

On June 25, 2026, representatives of Elroy Air, IPAM, Inflection Point and their respective advisors held a series of bring-down diligence sessions and final Business Combination Agreement update calls in preparation for execution of the definitive agreements. During these discussions, the parties finalized several remaining commercial provisions, including clarifying that employee equity awards granted between announcement and closing would be included within the agreed pre-money valuation, and confirmed the final revenue thresholds applicable to the earnout. White & Case provided an updated written summary to the Inflection Point Board of its legal due diligence findings with respect to Elroy Air.

On June 26, 2026, by unanimous written resolutions in lieu of a meeting, the Inflection Point Board, unanimously resolved that (i) the execution, delivery and performance of the Business Combination Agreement, the Ancillary Documents and other documents related to the Business Combination by Inflection Point (and the transactions contemplated by them) were advisable, for Inflection Point’s benefit and were conducive to the attainment of Inflection Point’s strategic objectives, in the best interests of Inflection Point’s business and would be most likely to promote the success of Inflection Point for the benefit of its shareholders as a whole, (ii) Inflection Point’s entry into the Business Combination Agreement and the applicable ancillary documents, and the consummation of all transactions contemplated by the Business Combination Agreement as a Business Combination (as defined in the Cayman Constitutional Documents) be approved, (iii) the Company adopt and approve the Business Combination Agreement (and all transactions as contemplated therein), and (iv) the Company and the Inflection Point Board recommend to the Inflection Point Shareholders that they approve each of the matters requiring shareholder approval. In approving the Business Combination, the Inflection Point Board also determined that the aggregate fair market value of the proposed Business Combination was at least 80% of the assets held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account).

Later on June 26, 2026, the parties executed the Business Combination Agreement and the related transaction documents. Thereafter, Inflection Point and Elroy Air issued a joint press release announcing the Business Combination prior to market open. Concurrently with the announcement, the parties announced a $66.6 million Pre-PIPE Financing, consisting of a private offering to retail investors by Elroy Air of $1.0 million and the Pre-PIPE Financing to institutional investors of $65.6 million, all of which funded at announcement, and a $100 million PIPE Financing structured to fund upon consummation of the Business Combination. The parties also announced Inflection Point’s intention to rename the company Inflection Point Acquisition Corp. VII in the weeks following the announcement of the Business Combination.

Between June 27, 2026 and July 10, 2026, DLA Piper, upon its discussions with Elroy Air, negotiated and entered into the Amendment to Warrants to Purchase Common Stock with SFTrust Holdings, LLC, in satisfaction of certain closing conditions set forth in the Business Combination Agreement.

Between July 31, 2026 and September 15, 2026, Elroy Air entered into the Post-Signing Pre-Funded SPAs with the Post-Signing Pre-Funded PIPE Investors, pursuant to which Elroy Air issued and sold Pre-Funded Convertible Notes with an aggregate face value of approximately $9.9 million and Pre-Funded Warrants to purchase 825,979 shares of Elroy Air Common Stock at a purchase price of $12.00 per share for an aggregate purchase price of approximately $8.4 million in the Post-Signing Pre-Funded Note Investment.

The Inflection Point Board’s Reasons for the Approval of the Business Combination

The Inflection Point Board considered a wide variety of factors in connection with its evaluation of the Business Combination. In light of the number and complexity of those factors, the Inflection Point Board, as a whole, did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. Individual directors may have given different weights to different factors. The Inflection Point Board viewed its decision as being a business judgment that

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was based on all of the information available to, and the factors presented to and considered by, the Inflection Point Board. Certain information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

Inflection Point management and the members of the Inflection Point Board have substantial experience in evaluating the financial merits of companies across a variety of industries, including companies in the aerospace, defense, and autonomous technology sectors, and the Inflection Point Board concluded that this experience and background qualified them to make the necessary analyses and determinations regarding the Business Combination and its terms.

Before reaching its decision, the Inflection Point Board reviewed the results of due diligence conducted by Inflection Point’s management, legal advisors and third-party consultants, which included:

•        meetings and calls with Elroy Air’s management team and advisors regarding its business model, operations, products and services, technology platform, customer markets, growth prospects and financial forecasts, including an in-person site visit to Elroy Air’s facilities at Byron Airfield in Central California;

•        research on the autonomous cargo drone industry and related autonomous technology industries, which affirmed Inflection Point’s belief that there is ample opportunity for first movers in the industry, specifically within the defense logistics and middle-mile commercial cargo sectors;

•        review of Elroy Air’s defense and government relationships, including indications of interest, memoranda of understanding and other non-binding arrangements with the U.S. Army, U.S. Marine Corps, U.S. Air Force, U.S. Special Operations Command, and the Japanese Army, and Elroy Air’s selection for the FAA’s eVTOL Integration Pilot Program;

•        review of Elroy Air’s commercial pipeline of 1,410 units supported by signed LOIs, MOUs and Master Purchase Agreements from customers such as FedEx, Bristow, Embraer, Barq Group and SLI, and over 1,000 units of potential demand from defense partners;

•        review of Elroy Air’s internally-derived financial projections, including projected revenues, capital expenditures, cash flow requirements and other relevant financial and operating metrics for 2026 and 2027. For more information about Elroy Air’s financial projections, see the section titled “Projected Financial Information” below;

•        review of Elroy Air’s intellectual property portfolio, including 18 filed patents spanning hybrid-electric propulsion, autonomous cargo-handling and advanced payload interfaces, along with copyrighted works and trade secrets;

•        review of Elroy Air’s historical financial information and audits, manufacturing partnership with Kratos, and regulatory approval pathways;

•        a legal due diligence review conducted by Inflection Point’s legal advisors; and

•        the Fairness Opinion.

The prospectus for Inflection Point’s initial public offering identified the general criteria and guidelines that Inflection Point’s management team believed would be important in evaluating prospective target businesses, although Inflection Point indicated that these criteria are not intended to be exhaustive and Inflection Point may enter into a business combination with a target that does not meet all of the criteria. The Inflection Point Board considered these criteria in its evaluation of Elroy Air.

At the conclusion of this process, the Inflection Point Board determined that while, like all business transactions, the acquisition of Elroy Air presents potential risks, nevertheless pursuing a business combination with Elroy Air would overall be an attractive opportunity for Inflection Point and the Inflection Point Shareholders for a number of reasons, including, but not limited to, the following:

•        Strong Management Team.    Inflection Point intended to pursue companies with a committed and capable management team that would benefit from Inflection Point’s network and expertise. The Inflection Point Board believes Elroy Air satisfies this criterion. Elroy Air’s leadership team includes CEO Dr. Andrew Clare, who holds a Ph.D. from MIT in Aeronautics and Astronautics and previously led deployments of AI-driven autonomous vehicles as CTO at Nuro and spearheaded the Model X program at Tesla; Founder and Executive

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Chairman Dr. Dave Merrill, who holds a Ph.D. from MIT and previously served as VP of Enabling Technology at 3D Robotics; and CTO Dr. Buddy Michini, also a Ph.D. from MIT. In addition, Elroy Air maintains a Defense Advisory Board comprising LTG H.R. McMaster (former U.S. National Security Advisor), GEN Richard D. Clarke (former Commander, USSOCOM), GEN Frank McKenzie (former Commander, CENTCOM), LTG Mike Dana, RADM Lorin Selby and Ellen M. Lord (former Under Secretary of Defense for Acquisition & Sustainment), and a Board of Directors that includes Dr. Mark Esper, the 27th U.S. Secretary of Defense. The Inflection Point Board believes this team demonstrates rare technical discipline and deep defense and industry relationships that position Elroy Air to execute on its growth strategy.

•        High Barriers to Entry.    Inflection Point sought to acquire companies that possess a strong, entrenched competitive position, including differentiated intellectual property, customer relationships or product offerings. The Inflection Point Board believes Elroy Air satisfies this criterion. Elroy Air’s Chaparral is a flight-proven, autonomous hybrid-electric VTOL cargo aircraft — and Elroy Air believes it is the first company to fly a turboshaft-hybrid-electric aircraft. Elroy Air has filed 18 patents spanning hybrid-electric propulsion, smart autonomous cargo-handling and advanced payload interfaces. Its proprietary autonomous software stack enables true 1:Many operations, cloud simulation testing of every software release, custom vehicle controls and hybrid-electric power management. The Chaparral’s unique combination of autonomous flight capability, long-range hybrid-electric powertrain (300+ miles without charging infrastructure) and heavy-payload VTOL cargo capacity (up to 500 lbs) creates significant differentiation from both last-mile drones (limited range and payload) and passenger eVTOL aircraft (non-autonomous, not optimized for cargo). In addition, Elroy Air was the only OEM with an autonomous, heavy-payload VTOL cargo drone selected for the FAA’s eVTOL Integration Pilot Program. These technological advantages, combined with Elroy Air’s extensive government contracts and established customer relationships with blue-chip partners such as FedEx, Bristow and multiple branches of the U.S. military, create substantial barriers to entry for potential competitors.

•        Economic Fundamentals.    Inflection Point sought to acquire companies with strong EBITDA and cash flow characteristics with opportunity for further improvement, including via productivity initiatives. The Inflection Point Board recognized that Elroy Air is a pre-revenue, early-stage company that does not currently generate positive EBITDA or free cash flow. However, the Inflection Point Board considered Elroy Air’s revenue model, which combines initial OEM aircraft sales at an average selling price of $3.5 million per unit with multiple recurring revenue streams, including aftermarket parts and accessories, MRO royalties and high-margin software subscription licensing. Elroy Air’s management estimates that the single aircraft lifetime revenue opportunity is approximately $7.6 million, representing more than 2x the value of the initial purchase. The Inflection Point Board further considered Elroy Air’s internally-derived financial projections for 2026 and 2027, including projected consolidated revenue of $6.0 million (2026E) and $30.0 million (2027E), reflecting anticipated 400% revenue growth, and reviewed the key assumptions underlying such projections, including development revenue contracts and projected unit sales of 4-6 Chaparral aircraft in 2027. The Inflection Point Board also considered Elroy Air’s capital-efficient operating model, including its exclusive manufacturing partnership with Kratos, which enables scalable production with minimal capital expenditure and a largely variable cost-per-unit structure. While Elroy Air is not currently generating positive EBITDA, the Inflection Point Board believes that, if Elroy Air successfully executes on its business plan, the combination of OEM margins (estimated at 20%-35% based on industry benchmarks) and high-margin recurring software and service revenues (estimated at 70%-75% based on industry benchmarks) has the potential to generate strong cash flow characteristics over time. For more information about Elroy Air’s financial projections, see the section titled “Projected Financial Information” below.

•        Attractive Returns.    Inflection Point sought to identify companies that would offer an attractive risk-adjusted return for Inflection Point’s investors. The Inflection Point Board believes Elroy Air satisfies this criterion. The Inflection Point Board’s determination that Elroy Air’s implied pre-money equity value of $800 million is attractive relative to current valuations experienced by comparable publicly traded next-generation autonomous technology and advanced air mobility companies. Specifically, the Inflection Point Board considered that Elroy Air’s EV/FY’27E revenue multiple of approximately 32x compares favorably against the median multiples of publicly traded next-generation autonomous technology peers (median of 55.2x EV/FY’27E Revenue) and next-generation aviation peers (median of 32.9x EV/FY’27E Revenue). The Inflection Point Board believes that, if Elroy Air is successful in executing its business plan, Inflection Point Shareholders will have acquired their shares at an attractive valuation. For more information about the valuation analysis considered by the Inflection Point Board, please see the section titled “Opinion of Newbridge” below.

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•        Benefit from Public Market Access.    Inflection Point sought companies that stand to benefit from access to public equity markets and other forms of capital. The Inflection Point Board believes Elroy Air satisfies this criterion. Elroy Air requires significant capital to fund its transition from development to full-scale production and commercial operations. Following the Business Combination, Elroy Air will benefit from access to the public equity markets, broader debt and equity providers, enhanced brand awareness associated with being a publicly traded company, and the ability to utilize publicly traded stock as currency for potential strategic acquisitions, employee retention and other corporate purposes. The Inflection Point Board noted that access to public capital markets is critical for Elroy Air to accelerate its production timeline, advance regulatory approval efforts, and scale its workforce and operations to meet rising defense and commercial demand.

•        Growth/Expansion Opportunities.    Inflection Point sought to invest in companies in high-growth sectors in Europe or North America that operate in AI and digital infrastructure, and that are looking to accelerate growth through M&A or organically. The Inflection Point Board believes Elroy Air satisfies this criterion. Elroy Air operates at the intersection of AI, autonomous systems, aerospace and defense — sectors that are experiencing significant policy and market tailwinds, including the American Drone Dominance Executive Order, Department of War designation of “Contested Logistics Technologies” as one of six Critical Technology Areas, and anticipated FAA rulemaking to ease pathways for long-range drone operations. The Chaparral addresses a global total addressable market of approximately $420 billion across defense logistics, commercial air cargo, express shipping, offshore energy support and rapid response. The Inflection Point Board also considered that Elroy Air has established manufacturing partnerships enabling scalable production in the United States (through Kratos) and internationally (through a $200 million joint venture with Barq Group for manufacturing and services in Abu Dhabi), providing multiple avenues for geographic expansion. The Inflection Point Board further considered the breadth of Elroy Air’s demand pipeline, with 1,410 units in the commercial pipeline supported by non-binding customer engagements and over 1,000 units of potential demand from U.S. and allied defense partners, representing a combined revenue opportunity in excess of $4.9 billion based on the average selling price of $3.5 million per aircraft.

•        Leverage SPAC Network and Strategy.    Inflection Point sought companies that can utilize Inflection Point’s global network and are ready to become a public entity. The Inflection Point Board believes Elroy Air satisfies this criterion. The Inflection Point Board considered IPAM’s track record of successfully taking critical infrastructure and strategic national assets public, including Intuitive Machines, Inc., USA Rare Earth, Inc. and Merlin, Inc., and the relevance of that experience to Elroy Air’s transition to public company status. The Inflection Point Board further considered that Elroy Air’s Board of Directors and Defense Advisory Board, coupled with Inflection Point’s public markets expertise, position Elroy Air to effectively navigate the requirements and expectations of operating as a publicly traded company.

•        Pre-PIPE and PIPE Investment.    The Inflection Point Board considered that the combined company had secured over $165 million of committed capital through the PIPE Investments, including the $66.6 million Pre-Funded PIPE Investment that funded directly into Elroy Air substantially concurrently with the execution of the Business Combination Agreement and the $100 million Closing PIPE Investment to be funded at Closing, anchored by Inflection Point Fund, existing Elroy Air investors including DiamondStream Partners, and several new institutional investors. The Inflection Point Board viewed these substantial investments and investment commitments as significant support from investors for the valuation of Elroy Air and the opportunities represented by the Business Combination. The Inflection Point Board also considered that these financings provide for additional capital for Elroy Air’s execution of its business plan both before and after the Business Combination is completed, better positioning Elroy Air to deliver shareholder value.

•        Fairness Opinion.    The opinion of Newbridge, dated June 25, 2026, to the Inflection Point Board to the effect that, as of such date and based on and subject to various assumptions and limitations described in its written opinion, that (i) the Aggregate Base Consideration to be paid by Inflection Point pursuant to the Business Combination is fair, from a financial point of view as of such date, to the Inflection Point Unaffiliated Shareholders, as more fully described below in the section of this proxy statement/prospectus entitled “— Opinion of Newbridge Securities”.

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•        Elroy Air Equity Holders’ Retained Interest.    Elroy Air’s existing equity holders are rolling 100% of their equity and will retain a significant majority ownership of the combined company at Closing (assuming the no redemption scenario), demonstrating their ongoing equity commitment to the combined company.

•        Other Alternatives.    After a thorough review of other business combination opportunities reasonably available to Inflection Point, the Inflection Point Board concluded that the proposed Business Combination represents the best potential business combination for Inflection Point and the most timely and attractive opportunity based upon the process utilized to evaluate and assess other potential business combination targets.

•        Terms and Conditions of the Business Combination Agreement.    The terms and conditions of the Business Combination Agreement and the Business Combination, including the consideration, were, in the opinion of the Inflection Point Board, the product of arm’s-length negotiations between the parties.

•        Redemption Option.    The right of Inflection Point Shareholders to redeem their Public Shares in connection with the Closing as further described herein.

In the course of its deliberations, in addition to the various other risks associated with the business of Elroy Air, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus, the Inflection Point Board also considered a variety of uncertainties, risks and other potentially negative factors relevant to the Business Combination, including the following:

•        Elroy Air’s Limited Operating History and Pre-Revenue Status.    Evaluating Elroy Air’s current business and predicting its future performance is difficult based upon limited historical data. Elroy Air has not generated significant revenue from product sales and has a history of losses. Elroy Air is an early-stage company that expects to incur significant expenses and continuing losses for the foreseeable future.

•        Regulatory Risks.    Elroy Air is dependent on obtaining various regulatory approvals for the commercialization of its aircraft in the United States and in foreign markets, including FAA operational approvals, remote pilot licenses and airspace access approvals. Regulations related to the unmanned autonomous aircraft industry are evolving, and changes in regulation could adversely affect Elroy Air’s ability to commercialize its aircraft in a timely manner.

•        Technological and Production Risk.    Elroy Air may experience significant delays in the transition to mass production of its aircraft or in the design, manufacture, certification and commercial rollout of its aircraft. The Chaparral aircraft uses lithium-ion battery packs and relies on complex autonomous software systems, each of which involves inherent safety and performance risks.

•        Pipeline Conversion Risk.    There is no assurance that Elroy Air will realize the revenue it expects to generate from the 1,410-unit commercial pipeline in the periods expected, or at all. The pipeline agreements remain conditional upon obtaining regulatory approvals, successful completion of trial or pilot deployments and reaching definitive agreement on material commercial terms. Similarly, the 1,000+ unit potential demand from defense partners does not represent binding orders or contractual commitments and is subject to government procurement timing, budget appropriations, competitive factors and regulatory approvals.

•        Competition.    The aircraft market is highly competitive, and Elroy Air’s competitors may commercialize their technology before Elroy Air, or Elroy Air may not be able to fully capture the first-mover advantage that is anticipated.

•        Macroeconomic Risks.    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.

•        Capital Requirements.    Elroy Air’s business plan requires a significant amount of capital, and its future capital needs may require the issuance of additional equity or debt securities that may dilute shareholders or introduce covenants that restrict operations.

•        Benefits Not Achieved.    The risk that the potential benefits of the Business Combination or anticipated performance of Elroy Air may not be fully achieved, or may not be achieved within the expected timeframe, and that the results of operations of Elroy Air’s business may differ materially from the projections prepared by Elroy Air and reviewed by the Inflection Point Board.

•        Closing Conditions.    Completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Inflection Point’s control.

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•        Stock Exchange Listing.    The potential inability of the combined company to obtain an initial listing and maintain the listing of its securities on Nasdaq or any other stock exchange following the Closing.

•        Sponsor Incentives.    The Sponsor and its affiliates may be incentivized to complete the Business Combination, or an alternative initial business combination with a less favorable company or on terms less favorable to Inflection Point Shareholders, rather than liquidate (in which case the Sponsor would lose its entire investment in Inflection Point). See “Risk Factors.”

•        Litigation.    The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination, including that Inflection Point Shareholders may object to and challenge the Business Combination and take action that may prevent or delay the Closing.

•        Fees and Expenses.    The fees and expenses associated with completing the Business Combination.

•        Redemptions.    The risk that a significant number of holders of Public Shares would exercise their redemption rights, thereby depleting the amount of cash available in the Trust Account to fund the combined company’s business after the Business Combination and reducing the combined company’s public “float” and the liquidity of the trading market for its shares upon Closing.

•        Inflection Point Shareholders Will Have a Minority Ownership Interest.    The fact that current Inflection Point Shareholders will experience immediate dilution as a consequence of the issuance of shares in connection with the Business Combination and, as a result, such shareholders will collectively own a minority interest in New Elroy Air after the Closing. Having a minority ownership interest may reduce the influence that current Inflection Point Shareholders have on the management of New Elroy Air.

•        Other Risks.    Various other risks associated with the Business Combination, the business of Inflection Point and the business of Elroy Air described under the section entitled “Risk Factors.”

After considering the foregoing, the Inflection Point Board concluded, in its business judgment, that the potential benefits to Inflection Point and the Inflection Point Shareholders relating to the Business Combination outweighed the potentially negative factors and risks relating to the Business Combination. Accordingly, the Inflection Point Board unanimously determined that the Business Combination Agreement and the Business Combination were in the best interests of Inflection Point and its shareholders, and determined to recommend the Business Combination to the Inflection Point Shareholders.

The Elroy Air Board’s Reasons for the Approval of the Business Combination

Before reaching its decision, the Elroy Air Board consulted with its management team, legal counsel and other advisors. The Elroy Air Board considered a variety of factors in connection with its evaluation of the Business Combination and in approving the Business Combination and the matters related to the Business Combination. In light of the complexity of those factors, the Elroy Air Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors it took into account in reaching its decision. Different individual members of the Elroy Air Board may have given different weight to different factors in their evaluation of the Business Combination. Those factors included:

•        Public Company Platform. The Elroy Air Board’s belief that becoming a public company would be the best way for Elroy Air to have access to long-term sources of available capital, access to public markets, potential for accessing retail investors, and the visibility associated with periodic reporting, all of which the Elroy Air Board believed would aid Elroy Air in executing its long-term strategic plan; also, the Elroy Air Board’s belief that becoming a public company would provide a more effective platform for Elroy Air to emphasize the role it may be able to play in advancing autonomous, hybrid-electric VTOL cargo aircraft technology and establishing leadership in long-range, autonomous middle-mile cargo logistics for defense and commercial customers.

•        Immediate Capital Infusion. The uniqueness of this particular potential Business Combination, as the negotiated transaction resulted in the infusion of capital at the time of entry into the Business Combination. The Elroy Air Board believed that the addition of immediate capital at the time of entering into the Business Combination Agreement, as opposed to waiting for the closing of the Business Combination to receive any funds, provided Elroy Air with a positive path forward and allowed it to deploy some or all of this capital and thus progress its business plan during the pendency of the Business Combination.

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•        Potential Liquidity Opportunity for Long Term Holders. The fact that Elroy Air is a private company with limited opportunities for liquidity for its holders outside of a sale of Elroy Air. The Elroy Air Board believed that the Business Combination, and the potential listing of New Elroy Air’s shares on Nasdaq, provides long-term holders of Elroy Air equity interests with an opportunity, subject to the expiration of any applicable lock-up and transfer restrictions, to sell all or a portion of their resulting New Elroy Air Common Stock and thus diversify their holdings.

The Elroy Air Board also gave consideration to certain negative factors (which are more fully described in the “Risk Factors” section of this proxy statement/prospectus).

Satisfaction of the 80% Test

It is a requirement under the Cayman Constitutional Documents and Nasdaq listing requirements that the target business acquired in Inflection Point’s initial business combination have a fair market value equal to at least 80% of the value of the assets held in the Trust Account (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the execution of a definitive agreement for Inflection Point’s initial business combination. As of June 26, 2026, the date of the execution of the Business Combination Agreement, the balance of funds held in the Trust Account was at least $233.1 million, and 80% thereof represents approximately $186.5 million. The Inflection Point Board considered all of the factors described above and the fact that the aggregate consideration for Inflection Point was the result of arm’s length negotiations with Elroy Air. As a result, the Inflection Point Board concluded that the fair market value of the business acquired was in excess of 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). In light of the financial background and experience of the members of Inflection Point’s management team and the Inflection Point Board, the Inflection Point Board believes that the members of the management team and the Inflection Point Board are qualified to determine whether the Business Combination meets the 80% test.

Interests of Certain Inflection Point Persons in the Business Combination

The Sponsor, Inflection Point Fund and Inflection Point’s officers and directors have interests in the Business Combination that are different from or in addition to (and which may conflict with) the interests of Inflection Point Unaffiliated Shareholders. Further, Inflection Point’s officers and directors have additional fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity, which are set forth in more detail in the section titled “Information Related to Inflection Point — Conflicts of Interest”. We believe there were no such opportunities that were not presented as a result of the existing fiduciary or contractual obligations of our officers and directors to other entities. The Inflection Point Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and Business Combination Agreement and in recommending to our shareholders that they vote in favor of the proposals to be presented at the extraordinary general meeting, including the Business Combination Proposal. Inflection Point’s shareholders should take these interests into account in deciding whether to approve the proposals presented at the extraordinary general meeting, including the Business Combination Proposal. These interests include, among other things:

•        The Sponsor purchased 7,666,667 Founder Shares for $25,000, or approximately $0.003 per share, in a private placement prior to the consummation of the IPO. The Sponsor is controlled by its managing member Cohen LLC. Inflection Point Fund has an economic interest in 3,000,000, or approximately 39.1%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Michael Blitzer, Chairman of the Inflection Point Board, and Kevin Shannon, our Chief Executive Officer, are affiliates of Inflection Point Fund and have economic interests in Inflection Point Fund, including performance allocations, management fees and as limited partners. Mr. Blitzer has an economic interest in 729,130, or approximately 9.5%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Mr. Shannon has an economic interest in 243,043, or approximately 3.2%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Gary Quin, our President and a member of the Inflection Point Board, has an economic interest in 250,259, or approximately 3.3%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor. Currently, approximately 667,000, or approximately 8.7%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares held by the Sponsor are allocable to Cohen LLC. However, the allocation to Cohen LLC will not

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be finally and definitively determined until Closing. The 7,666,667 shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares, if unrestricted and freely tradable, would have had an aggregate market value of approximately $77.2 million based on the closing price of $10.07 per Inflection Point Class A Ordinary Share on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given that such shares of New Elroy Air Common Stock will be subject to lock-up restrictions, we believe such shares will have less value. In addition, in consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer 501,649 shares of New Elroy Air Common Stock issued upon conversion of Founder Shares to the Closing PIPE Investor upon Closing.

•        The Sponsor purchased 265,000 Private Placement Units for $2,650,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO. The Sponsor is controlled by its managing member Cohen LLC. The 265,000 shares of New Elroy Air Common Stock that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $2.7 million based on the closing price of $10.07 per Inflection Point Class A Share on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. The 88,333 New Elroy Air Warrants that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $0.0 million based on the closing price of $0.56 per Inflection Point Warrant on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such securities will be subject to lock-up restrictions, we believe such securities will have less value. In addition, in consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer all 265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and all 88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

•        CCM, a division of CCS, which is an indirect subsidiary of Cohen LLC, purchased 320,000 Private Placement Units for an aggregate of $3,200,000, or $10.00 per Private Placement Unit, in a private placement that closed simultaneously with the IPO, using the $3,200,000 underwriting fee to which CCM was entitled in connection with the IPO. The 320,000 shares of New Elroy Air Common Stock that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $3.2 million based on the closing price of $10.07 per Inflection Point Class A Share on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. The 106,667 New Elroy Air Warrants that the Sponsor will receive upon conversion of such Private Placement Units, if unrestricted and freely tradable, would have had an aggregate market value of approximately $0.1 million based on the closing price of $0.56 per Inflection Point Warrant on Nasdaq on October 6, 2026, the most recent practicable date prior to the date of this proxy statement/prospectus. However, given such securities will be subject to lock-up restrictions, we believe such securities will have less value. In addition, in consideration for the Closing PIPE Investor’s Closing PIPE Investment, CCM will transfer 183,351 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and 61,117 New Elroy Air Warrants upon conversion of 61,117 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

•        Pursuant to the Business Combination Marketing Agreement, CCM, a division of CCS, which is an indirect subsidiary of Cohen LLC, is entitled to a cash fee upon the consummation of the Business Combination or another initial business combination of up to $7,840,000, consisting of (i) an amount equal to 3.2% of the gross proceeds from the sale of 20,000,000 Inflection Point Units in the IPO remaining in the Trust Account following Redemptions (up to $6,400,000), and (ii) 4.8% of the gross proceeds from the sale of 3,000,000 Inflection Point Units pursuant to the overallotment in the IPO remaining in the Trust Account following Redemption (up to $1,440,000).

•        CCM, a division of CCS, which is an indirect subsidiary of Cohen LLC, has been engaged to act as joint financial advisor and co-placement agent to us in connection with the Business Combination, whereby among other things, we committed to pay CCM a fee of $2.5 million for acting as joint financial advisor in connection with the Business Combination and a fee equal to 1.5% of the gross proceeds ($1.5 million) for acting as co-placement agent in the Closing PIPE Investment.

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•        Given the differential in the purchase price that the Sponsor paid for the Founder Shares as compared to the price of the Inflection Point Class A Shares included in the Inflection Point Units sold in the IPO, the Sponsor may earn a positive rate of return on its investment even if the shares of New Elroy Air Common Stock trade below $10.00 per share and the Public Shareholders experience a negative rate of return following the Closing. Accordingly, the economic interests of the Sponsor diverge from the economic interests of Public Shareholders because the Sponsor will realize a gain on its investment from the completion of any business combination while Public Shareholders will realize a gain only if the post-closing trading price exceeds $10.00 per share.

•        The Sponsor, and therefore CCM, Cohen LLC, Inflection Point Fund and the other members of the Sponsor, will lose their entire investment in Inflection Point if we do not complete a business combination by February 12, 2028 (or if such date is extended at a duly called meeting of the Inflection Point shareholders, such later date). If we do not consummate a business combination by such date, as promptly as reasonably possible but not more than ten business days thereafter, we will cease all operations except for the purpose of winding up, redeem the Public Shares for a pro rata portion of the funds held in the Trust Account and subject to the approval of our remaining shareholders and the Inflection Point Board, liquidate and dissolve, in each case, subject to our obligations under Cayman Islands law to provide for the claims of creditors and the requirements of other applicable law. In such event, the 7,666,667 Founder Shares and 265,000 Private Placement Units owned by the Sponsor, and the 320,000 Private Placement Units owned by CCM, would be worthless because following the redemption of Public Shares, we would likely have few, if any, net assets and because the Sponsor has agreed to waive their rights to liquidating distributions from the Trust Account with respect to such shares if we fail to complete a business combination within the required period.

•        In exchange for the Pre-Funded Convertible Note and Pre-Funded Warrant it purchased for approximately $32.0 million, Inflection Point Fund will receive at the Closing, (i) a number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share, of (a) the total outstanding principal and outstanding accrued and unpaid interest on the Pre-Funded Convertible Note as of one day prior to Closing, divided by (b) $12.00, as may be adjusted pursuant to the terms and conditions of such Pre-Funded Convertible Note (approximately 3,245,741 shares of Series A Preferred Stock taking into account accrued interest through November 5, 2026; such number of shares of Series A Preferred Stock may increase prior to Closing due to additional accrued interest after such date) and (ii) a New Elroy Air Series A Warrant exercisable for 3,133,333 shares of New Elroy Air Common Stock.

•        The Sponsor and our officers and directors have agreed not to redeem any of the Founder Shares or Inflection Point Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination.

•        If the Trust Account is liquidated, the Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser amount per Public Share as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which we have entered into an acquisition agreement or claims of any third party for services rendered or products sold to us, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.

•        Our existing officers and directors will be eligible for continued indemnification and continued coverage under a directors’ and officers’ liability insurance policy for a period of six (6) years after the Business Combination.

•        The continuation of [•] as a director of the New Elroy Air Board following the Closing. As such, in the future he may receive any cash fees, stock options or stock awards that the New Elroy Air Board determines to pay to its directors.

•        In connection with the Closing, the Sponsor and our officers and directors would be entitled to the repayment of any outstanding working capital loan and advances that have been made to Inflection Point. In order to finance transaction costs in connection with a business combination, the Sponsor or certain of Inflection Point’s officers or directors may, but are not obligated to, loan Inflection Point funds as may be required (the “Working Capital Loans”). In the event that a business combination does not close, Inflection Point may use a portion of the working capital held outside the Trust Account

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to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units at $10.00 per unit at the option of the lender. The units would be identical to the Private Placement Units. As of the date of this proxy statement/prospectus, no such Working Capital Loans are outstanding.

•        Upon the Closing, subject to the terms and conditions of the Business Combination Agreement, the Sponsor, our officers and directors and their respective affiliates may be entitled to reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating and consummating an initial business combination, and repayment of any other loans, if any, and on such terms as to be determined by us from time to time, made by the Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. As of the date of this proxy statement/prospectus, there are no out-of-pocket expenses to be reimbursed.

•        Pursuant to the A&R Registration Rights Agreement, our officers and directors, and the Sponsor and its members will have customary registration rights, including demand and piggy-back rights, subject to cooperation and cut-back provisions with respect to the New Elroy Air Common Stock held by such parties following the consummation of the Business Combination.

In addition, as a result of multiple business affiliations, our directors and officers have fiduciary, contractual or similar legal obligations to other entities, which may require our directors and officers to present a business combination opportunity to such other entity and only present it to us if such entity rejects the opportunity, subject to his or her fiduciary duties under Cayman Islands law. We believe, however, that there were no such corporate opportunities presented to our directors and officers which were not presented to Inflection Point, and therefore that our directors’ and officers’ additional fiduciary, contractual, or similar legal obligations to other entities did not impact our search for a business combination target. For more information, see “Information About Inflection Point — Conflicts of Interest.”

The Inflection Point Board engaged Newbridge to provide an opinion to the Inflection Point Board as to the fairness, from a financial point of view, to the Inflection Point Unaffiliated Shareholders of the Aggregate Base Consideration to be paid by Inflection Point pursuant to the Business Combination Agreement. A copy of the Fairness Opinion is attached hereto as Annex F.

Interests of Elroy Air’s Directors and Officers in the Business Combination

Elroy Air’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of Elroy Air’s stockholders generally. These interests include, among other things, the interests listed below:

Continuing Officer and Executive Officer Positions

David Merrill, Founder and Executive Chairman of Elroy Air, and Andrew Clare, Chief Executive Officer of Elroy Air, are expected to continue in their respective positions with New Elroy Air following the Closing. As such, following the Closing, each may receive compensation determined by the New Elroy Air Board, in addition to the interests described below.

Treatment of Equity Awards in the Business Combination

Mr. Merrill and Mr. Clare hold outstanding Elroy Air Options under Elroy Air’s 2016 Equity Incentive Plan. The Business Combination Agreement provides that each Elroy Air Option that is outstanding as of immediately prior to the Effective Time, whether vested or unvested, will be assumed by Inflection Point and converted into an option to purchase shares of New Elroy Air Common Stock, based on the Common Stock Exchange Ratio. Each New Elroy Air Option will otherwise be subject to the same terms and conditions as applied to the underlying Elroy Air Option immediately prior to the Effective Time.

Promissory Notes

Elroy Air issued promissory notes to certain individuals, including Mr. Clare and the Merrill Sheng Family Trust with Mr. Merrill as co-Trustee, in an amount of $200,000. These notes were repaid at the closing of the Pre-Funded Note Investment.

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Earnout Participation

Following the Business Combination, New Elroy Air will issue up to 11,000,000 additional Earnout Shares to Eligible Stockholders (which includes holders of New Elroy Air Common Stock issuable upon exercise of New Elroy Air Options, such as Mr. Merrill and Mr. Clare) upon the occurrence of certain Triggering Events, as described elsewhere in this proxy statement/prospectus. Accordingly, Mr. Merrill and Mr. Clare have an interest in the achievement of the Triggering Events on the same basis as other Eligible Stockholders.

Post-Closing Director Compensation

As described elsewhere in this proxy statement/prospectus, in connection with the Business Combination, New Elroy Air intends to approve and implement a compensation program for its non-employee directors that consists of annual cash retainer fees and long-term equity awards. The details of this program have not yet been determined, but compensation under the program will be subject to the annual limits on non-employee director compensation set forth in the New Elroy Air Incentive Plan.

Compensation Received by the Sponsor, its Affiliates and Inflection Point Directors and Executive Officers

Set forth below is a summary of the amount of compensation and securities received, to be received or that may be received by the Sponsor, Inflection Point Fund, their respective affiliates and Inflection Point’s directors, officers and their affiliates in connection with the Business Combination and related transactions.

Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
Columbus Circle 2 Sponsor Corporation LLC		7,666,667 shares of New Elroy Air Common Stock upon conversion of 7,666,667 Inflection Point Class A Ordinary Shares received upon conversion of 7,666,667 Inflection Point Class B Shares in the Sponsor Share Conversion(1)(2)		$25,000
		265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 265,000 Private Placement Units(3) 88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying 265,000 Private Placement Units(3)		$2,650,000
		Repayment of $300,000 due under IPO Promissory Note		Repayment of loans made to Inflection Point to cover offering related and organizational expenses
Inflection Point Fund I, LP		A number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share of (i) the total outstanding principal and accrued and unpaid interest on the Pre-Funded Convertible Note as of one day prior to Closing, divided by $12.00, as may be adjusted pursuant to the terms and conditions of such Pre-Funded Convertible Note (approximately 3,245,741 shares of Series A Preferred Stock taking into account accrued interest through November 5, 2026; such number of shares of Series A Preferred Stock may increase prior to Closing due to additional accrued interest after such date), and a New Elroy Air Series A Warrant exercisable for 3,133,333 shares of New Elroy Air Common Stock		Exchange of Pre-Funded Convertible Note and a Pre-Funded Warrant, which Pre-Funded Convertible Note and Pre-Funded Warrant were acquired for an aggregate purchase price of approximately $32.0 million
		3,000,000 shares of New Elroy Air Common Stock, or approximately 39.1%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination

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Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC		$3,200,000 as an underwriting fee in connection with the IPO, which amount was used to purchase 320,000 Private Placement Units		Underwriting fee in connection with the IPO
		320,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 320,000 Private Placement Units(4) 106,667 New Elroy Air Warrants upon conversion of 106,667 Inflection Point Warrants underlying 320,000 Private Placement Units(4)		320,000 Private Placement Units purchased using $3,200,000 received as an underwriting fee in connection with the IPO
		A cash fee upon the consummation of the Business Combination or another initial business combination of up to $7,840,000, consisting of (i) an amount equal to 3.2% of the gross proceeds from the sale of 20,000,000 Inflection Point Units in the IPO remaining in the Trust Account following Redemption (up to $6,400,000), and (ii) 4.8% of the gross proceeds from the sale of 3,000,000 Inflection Point Units pursuant to the overallotment in the Company’s IPO remaining in the Trust Account following Redemptions (up to $1,440,000)		Services pursuant to the Business Combination Marketing Agreement
		A cash fee upon the consummation of the Business Combination of $2,500,000		Services as a joint financial advisor to Inflection Point in connection with the Business Combination
		A cash fee upon the consummation of the Business Combination and the Closing PIPE Investment of $1,500,000		Services as co-placement agent in connection with the Closing PIPE Investment
Michael Blitzer		729,130, or approximately 9.5%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		30,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 30,000 Private Placement Units 10,000 New Elroy Air Warrants upon conversion of 10,000 Inflection Point Warrants underlying 30,000 Private Placement Units		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Gary Quin		250,259, or approximately 3.3%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Kevin Shannon		243,043, or approximately 3.2%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination

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Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
		10,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 10,000 Private Placement Units 3,333 New Elroy Air Warrants upon conversion of 3,333 Inflection Point Warrants underlying 10,000 Private Placement Units		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Cohen & Company, LLC		$10,000 per month		Office space, administrative and shared personnel support services
Sponsor, Officers, and Directors, or our or their affiliates		Payment of consulting, success or finder fees to independent directors or their respective affiliates in connection with the consummation of the Business Combination or another initial business combination		Any services in order to effectuate the completion of an initial business combination
		Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		Private placement units into which up to $1,500,000 in working capital loans may be convertible at a price of $10.00 per unit at the option of the lender		Working capital loans to finance transaction costs in connection with an initial business combination

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(1)      Each independent director of Inflection Point holds membership interests reflecting indirect interests in 25,000 Founder Shares.

(2)      In consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer 501,649 shares of New Elroy Air Common Stock issued upon conversion of Founder Shares to the Closing PIPE Investor upon Closing.

(3)      In consideration for the Closing PIPE Investor’s Closing PIPE Investment, the Sponsor will transfer 265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and 88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

In consideration for the Closing PIPE Investor’s Closing PIPE Investment, CCM will transfer 183,351 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying Private Placement Units and 61,117 New Elroy Air Warrants upon conversion of 61,117 Inflection Point Warrants underlying Private Placement Units to the Closing PIPE Investor upon Closing.

Certain Engagements in Connection with the Business Combination and Related Transactions

CCM and Cantor Financial Advisory Engagements

On June 22, 2026, Cantor and Inflection Point entered into a letter agreement appointing Cantor as a joint financial advisor. On June 24, 2026, CCM also entered into a letter agreement with Inflection Point to act as joint financial advisor to Inflection Point. Pursuant to these letter agreements, Inflection Point agreed to pay each of Cantor and CCM a cash fee of $2,500,000. Inflection Point agreed to reimburse Cantor for all reasonable and documented out-of-pocket expenses incurred by Cantor in connection with the engagement if the transaction is consummated, capped at $50,000, which includes fees and expenses of counsel. Inflection Point agreed to reimburse CCM for all reasonable and documented out-of-pocket expenses incurred by CCM in connection with the engagement if the transaction is consummated, capped at $75,000, which includes fees and expenses of counsel. Inflection Point further agreed to indemnify each of CCM and Cantor and certain related parties against liabilities, including liabilities under federal securities laws, in each case, in connection with, as a result of, or relating to their respective engagements. Inflection Point’s engagement of CCM as joint financial advisor was approved pursuant to Inflection Point’s related party transaction policy.

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PIPE Placement Agency Engagement

On June 23, 2026, Inflection Point entered into a letter agreement appointing the PIPE Placement Agents as placement agents for the PIPE Financing. Inflection Point agreed to pay the PIPE Placement Agents an aggregate cash fee equal to 5.0% of aggregate gross proceeds, with Barclays receiving 40% of such fees and each of CCM and Cantor receiving 30% of such fees. Inflection Point and Elroy Air agreed to reimburse the PIPE Placement Agents for all reasonable and documented out-of-pocket expenses incurred by the Placement Agents in connection with the engagement, including reasonable and documented fees and expenses of counsel, whether or not a transaction is consummated. Reimbursable expenses, including legal expenses, are capped at $400,000, unless Inflection Point provides prior written consent, not to be unreasonably withheld, conditioned or delayed. Inflection Point further agreed to indemnify each of the Placement Agents and certain related parties against liabilities, including liabilities under federal securities laws, in each case, in connection with, as a result of, or relating to the engagement. Inflection Point’s engagement of CCM as co-Placement Agent was approved pursuant to Inflection Point’s related party transaction policy.

Barclays Engagements

On January 30, 2026, Elroy Air engaged Barclays to act as financial advisor and capital markets advisor. Pursuant to the letter agreement, which was later amended on April 22, 2026, Elroy Air agreed to pay Barclays a cash fee of $10,000,000 if a transaction is consummated. In addition, Barclays is eligible to receive an additional discretionary fee of $2,500,000, payable in Elroy Air’s sole discretion. Elroy Air agreed to reimburse Barclays for its reasonable, documented expenses, including professional and legal fees and disbursements, in an amount not to exceed $150,000 regardless of whether a transaction closes. Elroy Air further agreed to indemnify Barclays and certain related parties against liabilities, including liabilities under federal securities laws, in each case, in connection with, as a result of, or relating to the engagement.

On May 5, 2026, Elroy Air engaged Barclays to act as placement agent in connection with the Pre-PIPE Financing. Pursuant to the letter agreement, Elroy Air agreed to pay Barclays a cash fee equal to 4.0% of the gross proceeds of the Pre-PIPE Financing. Elroy Air agreed to reimburse Barclays for its reasonable, documented expenses, including professional and legal fees and disbursements, in an amount not to exceed $500,000, regardless of whether a transaction closes. Elroy Air further agreed to indemnify Barclays and certain related parties against liabilities, including liabilities under federal securities laws, in each case, in connection with, as a result of, or relating to the engagement.

In addition, each of Barclays, CCM and Cantor (together with their respective affiliates) is a full service financial institution engaged in various activities, which may include sales and trading, commercial and investment banking, advisory, investment management, wealth management, investment research, principal investing, lending, financing, hedging, market making, brokerage and other financial and non-financial activities and services. From time to time, each of CCM and Cantor (and their respective affiliates) has provided various investment banking and other commercial dealings unrelated to the Business Combination to Inflection Point and its affiliates, and has received customary compensation in connection therewith. In addition, each of Barclays, CCM and Cantor (and its affiliates) may provide investment banking and other commercial dealings to Inflection Point, Elroy Air and their respective affiliates in the future, for which they would expect to receive customary compensation. In addition, in the ordinary course of its business activities, each of Barclays, CCM and Cantor (and their respective affiliates, officers, directors and employees) may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities activities may involve securities and/or instruments of Inflection Point, Elroy Air or their respective affiliates. Barclays, CCM and Cantor (and their respective affiliates) may also make investment recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.

Benefits and Detriments of the Business Combination

The following describe the potential benefits and detriments to certain groups of stakeholders in connection with the Business Combination.

•        Inflection Point:    The Inflection Point Board determined that the Business Combination presents an attractive business opportunity in light of certain factors, including New Elroy Air’s future business and financial conditions and prospects, strong management team, and in light of the other opportunities

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for business combinations reasonably available to Inflection Point. The Inflection Point Board also reviewed the financial analysis and opinion of Newbridge to the effect that, as of June 25, 2026, and subject to the procedures followed, assumptions made, qualifications and limitations on the review undertaken and other matters considered by Newbridge as set forth in its written opinion, (i) the Aggregate Base Consideration to be paid by Inflection Point in the Merger pursuant to the Business Combination Agreement was fair, from a financial point of view to the Inflection Point Unaffiliated Shareholders, and (ii) Elroy Air has an aggregate fair market value of at least eighty percent (80.0%) of the value of the assets held in the Trust Account for the benefit of the Public Shareholders (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the Business Combination Agreement. The Inflection Point Board also considered the potential detriments of the Business Combination to Inflection Point, including the reliance on projections, the uncertainty of the potential benefits of the Business Combination being achieved, macroeconomics risks, the absence of possible structural protections for minority shareholders, such as the fact that the Inflection Point Board did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Business Combination or to prepare a report concerning the approval of the Business Combination, and the risks and costs to Inflection Point if the Business Combination is not achieved, including the risk that it may result in Inflection Point being unable to complete a business combination and force Inflection Point to redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, subject to its obligations under Cayman Islands law to provide for claims of creditors and the requirement of other applicable law, and the Inflection Point Warrants to expire and become worthless. For more information, see “— The Inflection Point Board’s Reasons for the Approval of the Business Combination”, and various risks described under the section entitled “Risk Factors”.

•        Sponsor:    The Sponsor expects to receive substantial consideration in the Business Combination, including (i) 7,931,667 shares of New Elroy Air Common Stock upon the conversion of Inflection Point Class A Shares, consisting of (a) 7,666,667 Inflection Point Class A Shares resulting from the Sponsor Share Conversion and (b) 265,000 Inflection Point Class A Shares underlying the 265,000 Private Placement Units, and (ii) the conversion of 88,333 Inflection Point Warrants underlying Private Placement Units into 88,333 New Elroy Air Warrants (for this purpose, excluding the impact of the expected transfers to the Closing PIPE Investor). As a result of the low price paid by the Sponsor for its equity in Inflection Point, the Sponsor is likely able to make a substantial profit on its investment even at a time when Public Shareholders have lost significant value. For more information, see “— Compensation Received by the Sponsor, its Affiliates and Inflection Point Directors and Executive Officers”. The Sponsor will only be able to realize a return on their equity in Inflection Point (which may be materially higher than the return realized by Public Shareholders and holders of Inflection Point Warrants) if Inflection Point completes a business combination by February 12, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents). Additionally, the Sponsor faces potential detriments from the Business Combination, including the possibility of litigation challenging the Business Combination or the Sponsor’s role in the Business Combination, and the risk that if the Business Combination is not achieved, Inflection Point may be unable to consummate a business combination and be forced to redeem the Public Shares for a pro rata portion of the funds held in the Trust Account, resulting in the Sponsor and its affiliates’ investment being worthless.

•        Inflection Point Fund:    Inflection Point Fund has an economic interest in 3,000,000, or approximately 39.1%, of the Founder Shares held by the Sponsor. Inflection Point Fund expects to receive substantial consideration in the Business Combination, including (a) a Pre-Funded Convertible Note entitling Inflection Point Fund to receive such number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal of $31,960,000 plus any accrued and unpaid interest on the Pre-Funded Convertible Note, divided by (ii) $12.00, as may be adjusted pursuant to the terms and conditions of such Pre-Funded Convertible Note (approximately 3,245,741 shares of Series A Preferred Stock taking into account accrued interest through November 5, 2026; such number of shares of Series A Preferred Stock may increase prior to Closing due to additional accrued interest after such date), and (b) a Pre-Funded Warrant to purchase 3,133,333 shares of New Elroy Air Common Stock. Initially, the average price paid or to be paid by Inflection Point Fund for the Pre-Funded Convertible Note and Pre-Funded Warrant is greater than the initial offering price of the Inflection Point Units. However, the applicable conversion prices

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and exercise prices of the Pre-Funded Convertible Note, Pre-Funded Warrant and Series A Preferred Stock are subject to anti-dilution and other downward adjustments. Such downward adjustments may cause the average price paid or to be paid by Inflection Point Fund per share of New Elroy Air Common Stock to be reduced below, and in some cases, substantially below, the initial offering price of the Inflection Point Units. If this were to occur, it would result in material dilution to the non-redeeming Public Shareholders of Inflection Point and may allow Inflection Point Fund to make a substantial profit on its investment even at a time when Public Shareholders have lost significant value. For more information, see “— Compensation Received by the Sponsor, its Affiliates and Inflection Point Directors and Executive Officers”.

•        Unaffiliated Inflection Point Public Shareholders:    The unaffiliated Inflection Point Public Shareholders have the opportunity to evaluate and consider whether or not to redeem their Public Shares in connection with the consummation of the Business Combination. Non-Redeeming Public Shareholders will have the opportunity to participate in the potential future growth of New Elroy Air, but may face a number of potential detriments in connection with their continued investment, including the uncertainties and risks identified by the Inflection Point board described more fully in “— The Inflection Point Board’s Reasons for the Approval of the Business Combination”, the various other risks associated with the Business Combination, the business of Inflection Point, as described further under the section entitled “Risk Factors”, the potential conflicts of interest described under “— Interests of Certain Inflection Point Persons in the Business Combination”, and the potential material dilution they may experience as described more fully in the section entitled “Summary of the Proxy Statement/Prospectus — Dilution”. Redeeming Public Shareholders have the opportunity to receive a per-share redemption price payable in cash equal to the aggregate amount on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the Trust Account (which interest shall be net of taxes payable) divided by the number of then issued Public Shares. However, redeeming Public Shareholders face the potential of not realizing any future growth in value of Elroy Air following the Business Combination.

Opinion of Newbridge Securities Corporation

Inflection Point retained Newbridge Securities Corporation (“Newbridge”) to act as its financial advisor in connection with the proposed Business Combination with Elroy Air. Newbridge, as part of its investment banking business, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, related-party transactions, going private transactions, negotiated underwritings, secondary distributions of listed and unlisted securities, debt restructurings, private placements, and valuations for corporate and other purposes. Inflection Point selected Newbridge to act as its financial advisor in connection with the Business Combination on the basis of Newbridge’s experience in similar transactions, its history of working with other SPAC vehicles sponsored by Inflection Point Fund and its principals, and its reputation in the investment community.

On June 22, 2026, at a meeting of the Inflection Point Board held to evaluate the Business Combination Agreement, Newbridge delivered to the Inflection Point Board an oral opinion, and such opinion was confirmed by delivery of a written opinion, dated June 25, 2026, to the effect that, as of the date of the opinion and based on and subject to various assumptions and limitations described in its written opinion, (i) the Aggregate Base Consideration of $800,000,000 to be paid by Inflection Point in the Business Combination is fair, from a financial point of view, to the Inflection Point Unaffiliated Shareholders, and (ii) Elroy Air has an aggregate fair market value of at least eighty percent (80.0%) of the value of the assets held by Inflection Point in the Trust Account for the benefit of Public Shareholders (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account).

The full text of Newbridge’s written opinion to the Inflection Point Board, which describes, among other things, the assumptions made, procedures followed, factors considered and limitations on the review undertaken, is attached as Annex F hereto and is incorporated by reference herein in its entirety. The following summary of Newbridge’s opinion is qualified in its entirety by reference to the full text of the opinion. Newbridge delivered its opinion to the Inflection Point Board for the benefit and use of the Inflection Point Board (in its capacity as such) in connection with and for the purposes of its evaluation of the Business Combination Agreement from a financial point of view. Newbridge’s opinion does not address the relative merits of entering into the Business Combination Agreement as compared to any alternative business strategies or transactions that might exist for Inflection Point, or the underlying business decision of Inflection Point whether to proceed with the Business Combination.

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In connection with rendering its opinion, Newbridge, among other things:

•        considered its assessment of general economic, market and financial conditions as well as its experience in connection with similar transactions, and business and securities valuations generally;

•        reviewed documents related to the Business Combination, including a draft of the Business Combination Agreement materially the same as the final Business Combination Agreement;

•        reviewed Inflection Point’s publicly available last two fiscal quarters of historical financial results (Q4-2025 — Q1-2026);

•        reviewed Inflection Point’s publicly available filings with the SEC, including its S-1 registration statement, its annual report on Form 10-K for the fiscal year ended December 31, 2025, its quarterly report on Form 10-Q, and its current reports on Form 8-K, in each case filed between February 10, 2026 and June 24, 2026;

•        conducted discussions with Inflection Point’s management team to better understand Elroy Air’s recent business history;

•        reviewed the draft investor presentation, dated June 2026, describing Elroy Air’s history, business and operations, strategy and the Business Combination;

•        conducted discussions with Elroy Air’s management team to better understand its business, its recent history, reviewed its corporate presentation, drivers of future growth, and near-term financials, including Elroy Air’s projected revenue for FY-2026E and FY-2027E, prepared by Elroy Air management;

•        performed a Public Company Comparable analysis of similar companies to Elroy Air, which included variables such as companies trading on a major stock exchange in the United States or Europe, and have businesses in either the “eVTOL/Advanced Air Mobility”, “Next-Gen Defense Flight Systems”, or “Autonomous Logistics Platform” sectors to attain FY-2027E Enterprise Value/Revenue multiples; and

•        performed an M&A transaction and Private Market/VC Investment comparable analysis of similar companies to Elroy Air that operate globally in either the “Advanced Air Mobility”, “Next-Gen Defense”, or “Autonomous Logistics” sectors, to derive certain implied historical Enterprise Value/Revenue multiples.

In conducting its review and arriving at its opinion, Newbridge did not independently verify any of the foregoing information and Newbridge assumed and relied upon such information being accurate and complete in all material respects, and Newbridge further relied upon the assurances of management teams of both Inflection Point and Elroy Air that they are not aware of any facts that would make any of the information reviewed by Newbridge inaccurate, incomplete or misleading in any material respect. In addition, Newbridge has not assumed any responsibility for any independent valuation or appraisal of the assets or liabilities, including any ongoing litigation and administrative investigations, if any, of Elroy Air, nor has Newbridge been furnished with any such valuation or appraisal. In addition, Newbridge has not assumed any obligation to conduct, nor has it conducted any physical inspection of the properties or facilities of Elroy Air.

Newbridge’s opinion is necessarily based on economic, market and other conditions as they exist and can be evaluated on, and the information made available to it on, the date thereof. Newbridge expressed no opinion as to the underlying valuation, future performance or long-term viability of Elroy Air or the combined company following consummation of the Business Combination. Further, Newbridge expressed no opinion as to what the value of Inflection Point Ordinary Shares actually will be when the Business Combination is consummated or the prices at which such shares will trade at any time. It should be understood that, although subsequent developments may affect Newbridge’s opinion, Newbridge does not have any obligation to update, revise or reaffirm its opinion and has expressly disclaimed any responsibility to do so.

The following represents a brief summary of the material financial analyses reviewed by the Inflection Point Board and performed by Newbridge in connection with its opinion. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Newbridge, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Newbridge. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Newbridge.

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Financial Analyses.    Newbridge employed various methods to analyze the range of Implied Equity Values of Elroy Air.

Comparable Public Company Analysis

To calculate the implied equity value of Elroy Air, Newbridge obtained Enterprise Value/Revenue multiples from twelve (12) comparable publicly traded companies in the “eVTOL/Advanced Air Mobility”, “Next-Gen Defense Flight Systems”, and “Autonomous Logistics Platform” sectors and applied the average multiple to Elroy Air’s FY-2027E Revenue estimate. Newbridge focused on FY-2027E Revenue projections as the primary basis of valuation, consistent with its standard practice of giving credit to target companies for one year forward of projections.

The public company comparables were selected using the following criteria: (i) listed on a major stock exchange; (ii) operates in the “eVTOL/Advanced Air Mobility”, “Next-Gen Defense Flight Systems”, or “Autonomous Logistics Platform” sector; and (iii) had established FY-2027E Revenue estimates. The comparable companies span three sub-segments: eVTOL/Advanced Air Mobility, Next-Gen Defense Flight Systems, and Autonomous Logistics Platform.

The average FY-2027E EV/Revenue multiple across the three sectors was 32.0x. This multiple was applied to Elroy Air’s FY-2027E Revenue of $30.0M to derive an Enterprise Value of $959.2M. Elroy Air’s net cash position (cash of $2.9M, less total debt of $4.3M) was added to the Enterprise Value to obtain an Implied Equity Value of $957.8M under this analysis.

The table below summarizes the observed trading multiples of the selected comparable public companies, sourced from S&P Capital IQ data as of June 18, 2026.

Comparable Public Company Analysis		6/18/2026					Balance Sheet						Income Statement Revenue			Valuation Multiples EV/Revenue
Company Name		Stock Symbol		Stock Price			Market Capitalization			Enterprise Value			2027E			2027E
eVTOL/Advanced Air Mobility
Joby Aviation, Inc.		NYSE:JOBY		$	10.0		$	9,836.4		$	8,118.0		$	222.5		36.5x
Archer Aviation Inc.		NYSE:ACHR		$	5.6		$	4,231.0		$	2,576.9		$	93.8		27.5x
Eve Holding, Inc.		NYSE:EVEX		$	2.8		$	985.7		$	852.4		$	9.6		88.7x
Merlin, Inc.		NasdaqGM:MRLN		$	6.7		$	645.7		$	705.4		$	45.5		15.5x
														AVERAGE		42.1x
Next-Gen Defense Flight Systems
Rocket Lab Corporation		NasdaqGS:RKLB		$	107.2		$	62,077.7		$	60,833.1		$	1,294.3		47.0x
Planet Labs PBC		NYSE:PL		$	28.2		$	10,061.2		$	9,818.4		$	436.1		22.5x
Unusual Machines, Inc.		NYSEAM:UMAC		$	25.0		$	1,193.7		$	913.4		$	59.8		15.3x
Swarmer, Inc		NasdaqCM:SWMR		$	41.8		$	459.6		$	436.3		$	25.0		17.4x
														AVERAGE		25.6x
Autonomous Logistics Platform
Tesla, Inc.		NasdaqGS:TSLA		$	400.5		$	1,504,129.9		$	1,475,962.9		$	118,445.9		12.5x
Aurora Innovation, Inc.		NasdaqGS:AUR		$	6.3		$	12,316.4		$	11,170.4		$	185.9		60.1x
Pony AI Inc.		NasdaqGS:PONY		$	8.3		$	3,615.7		$	2,619.3		$	319.7		8.2x
Kodiak AI, Inc.		NasdaqGM:KDK		$	6.0		$	1,108.6		$	1,288.6		$	39.7		32.5x
														AVERAGE		28.3x
Source: S&P Capital IQ and Pitchbook data as of June 18th, 2026														Combined Averages		32.0x

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Comparable M&A and Private Market/VC Investment Transactions Analysis

Newbridge analyzed the last approximately five (5) years of M&A and Private Market/VC Investment transaction data in related sectors to identify transactions where the targets most resembled Elroy Air. The universe of transactions where there were similarities to Elroy Air’s business model, and where financial data was recorded for the transaction value, was generally limited, as is customarily the case relative to public company comparables.

The criteria used to select transactions included: (i) targets that operate in the “Advanced Air Mobility”, “Next-Gen Defense”, or “Autonomous Logistics” sectors; (ii) no geographical restrictions; and (iii) transactions where the identified Enterprise Value/Revenue multiple was known.

The historical average EV/Revenue multiple derived from the selected M&A and Private Market/VC Investment transactions across all three sectors was 33.1x. This multiple was applied to Elroy Air’s FY-2027E Revenue of $30.0M to derive an Enterprise Value of $992.4M. Elroy Air’s net cash position (cash of $2.9M, less total debt of $4.3M) was added to the Enterprise Value to obtain an Implied Equity Value of $991.0M under this analysis.

The table below summarizes the selected M&A and Private Market/VC Investment transactions, sourced from S&P Capital IQ and PitchBook data as of June 18, 2026.

M&A and Private Market Comparables Analysis (2021 – Present) | Industry: Advanced Air Mobility

Closed Date

Transaction Type

Target/Issuer

Transaction Value (USD Millions)

Selected Buyers/Investors

Implied Enterprise Value/Revenue (x)

Geographic Region

10/19/2021

Later Stage VC

H3 Dynamics

$

26.0

Ateq Aviation, Felicity Global Capital

71.8x

France

04/15/2022

M&A

Pipistrel

$

239.0

Textron (NYS: TXT)

7.7x

Slovenia

05/13/2022

Later Stage VC

Ampaire

$

5.6

Hemisphere Ventures, Impact Assets

9.4x

United States

07/08/2023

Later Stage VC

Speedbird Aero

$

2.0

AcNext Capital, MSW Capital

54.6x

Brazil

09/23/2024

Later Stage VC

Pyka

$

40.0

Catapult Ventures, Piva Capital

12.5x

United States

10/09/2025

Later Stage VC

Odys Aviation

$

26.0

Climate Capital, Y Combinator

50.0x

United States

Average

34.3x

M&A and Private Market Comparables Analysis (2021 – Present) | Industry: Next Gen Defense Tech

Closed Date

Transaction Type

Target/Issuer

Transaction Value (USD Millions)

Selected Buyers/Investors

Implied Enterprise Value/Revenue (x)

Geographic Region

06/21/2021

M&A

Boston Dynamics

$

880.0

Hyundai Motor (KRX: 005380)

25.5x

United States

10/18/2021

Later Stage VC

Saildrone

$

100.0

CCIX Global, Tribe Capital

34.7x

United States

12/27/2021

Later Stage VC

IC Valley Microelectronics

$

63.3

Lime Capital, October Assets

34.6x

China

08/16/2024

M&A

BlackSignal

$

203.7

Parsons (NYS: PSN)

30.4x

United States

09/06/2024

Later Stage VC

Raphe

$

52.9

Think Investments

21.4x

India

06/05/2025

Later Stage VC

Anduril Industries

$

2,500.0

Andreessen Horowitz, V12 Partners

30.5x

United States

11/17/2025

M&A

Sentrycs

$

224.6

Ondas (NAS: ONDS)

21.0x

Israel

01/08/2026

Later Stage VC

Sensofusion

$

52.7

Varma Mutual Pension Insurance

49.3x

Finland

04/23/2026

Later Stage VC

Skydio

$

110.0

Bridgespan VC, R+VC

22.0x

United States

05/06/2026

Later Stage VC

Astranis

$

455.0

Andreessen Horowitz

39.3x

United States

06/09/2026

Later Stage VC

Iceye

$

1,163.1

Lifeline Ventures, Nokia (HEL: NOKIA)

43.3x

Finland

Average

32.0x

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M&A and Private Market Comparables Analysis (2021 – Present) | Industry: Autonomous Driving

Closed Date

Transaction Type

Target/Issuer

Transaction Value (USD Millions)

Selected Buyers/Investors

Implied Enterprise Value/Revenue (x)

Geographic Region

05/04/2021

Later Stage VC

Focal Point Positioning

$

10.0

Delta2020, Geospatial Alpha

29.7x

United Kingdom

11/23/2021

Later Stage VC

Autotalks

$

10.0

FIT Hon Teng (HKG: 06088)

20.0x

Israel

02/10/2023

M&A

Velodyne Lidar

$

600.0

Ouster (NAS: OUST)

13.4x

United States

05/05/2023

Later Stage VC

Owl AI

$

3.5

Mana Ventures, Silicon Catalyst Angels

70.6x

United States

07/11/2023

Later Stage VC

PopcornSAR

$

11.4

UN:Ventures

42.0x

South Korea

06/17/2024

Later Stage VC

bitsensing

$

25.5

Industrial Bank of Korea (KRX: 024110)

19.0x

South Korea

10/25/2024

Later Stage VC

Waymo

$

5,600.0

Alphabet (NAS: GOOGL)

27.3x

United States

10/30/2024

Later Stage VC

Third Wave Automation

$

27.0

eGateway Capital, Innovation Endeavors

20.6x

United States

12/02/2024

Later Stage VC

Seoul Robotics

$

22.1

Tyche Investment

65.1x

South Korea

03/07/2025

Later Stage VC

Ottometric

$

10.3

Proeza Ventures, Rally Ventures

19.4x

United States

04/01/2025

Later Stage VC

Robot.com

$

12.0

Lakeside Capital, Raisewell Ventures

35.0x

United States

Average

32.9x

Source: S&P Capital IQ and Pitchbook data as of June 18th, 2026

Combined Averages

33.1x

Miscellaneous

The discussion set forth above is a summary of the material financial analyses presented by Newbridge to the Inflection Point Board in connection with its opinion. The preparation of a financial opinion is a complex analytical process involving various determinations as to the most appropriate and relevant methods of financial analyses and the application of those methods to the particular circumstances and, therefore, a financial opinion is not readily susceptible to partial analysis or summary description. Newbridge believes that its analyses summarized above must be considered as a whole. Newbridge further believes that selecting portions of its analyses and the factors considered, or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses, could create a misleading or incomplete view of the processes underlying Newbridge’s analyses and opinion.

The estimates of the future performance of Inflection Point and Elroy Air in or underlying Newbridge’s analyses are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by Newbridge’s analyses. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the estimates used in, and the valuations resulting from, the analyses described above are inherently subject to substantial uncertainty and should not be taken to be Newbridge’s view of the actual value of Elroy Air.

Conclusion

The values derived from the different analyses that Newbridge used show a range between $957.8M and $991.0M, with a midpoint of $974.4M. The Aggregate Base Consideration to be received by the shareholders of Elroy Air of $800.0M is below the midpoint of the valuation range of the Analyses.

Based upon and subject to the foregoing, it is Newbridge’s opinion that, as of June 25, 2026, (i) the Aggregate Base Consideration to be paid by Inflection Point in the Business Combination is fair, from a financial point of view, to the Inflection Point Unaffiliated Shareholders and (ii) Elroy Air has an aggregate fair market value equal to at least eighty percent (80.0%) of the assets held by Inflection Point in its Trust Account for the benefit of the holders of its public shares (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time of the Business Combination Agreement (the “Opinion”).

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The type and amount of consideration payable in the Business Combination was determined through negotiations between Inflection Point and Elroy Air and was approved by the Inflection Point Board. The decision to enter into the Business Combination Agreement was solely that of the Inflection Point Board. As described above, Newbridge’s opinion and analyses were only one of many factors considered by the Inflection Point Board in its evaluation of the Business Combination Agreement and should not be viewed as determinative of the views of Inflection Point’s or Elroy Air’s management with respect to entering into the Business Combination Agreement.

Fees and Expenses

As compensation for Newbridge’s services in connection with the rendering of its Opinion to the Inflection Point Board, Inflection Point agreed to pay Newbridge a total fee of $75,000, payable in the following installments: (i) $15,000 as a non-refundable initial retainer upon execution of the engagement agreement; (ii) an additional $50,000, non-refundable, upon delivery of the signed Opinion in a form reasonably acceptable to the Inflection Point Board; and (iii) a final $10,000 upon delivery of this section of this proxy statement/prospectus to Inflection Point’s legal counsel. No portion of Newbridge’s fee is contingent upon the conclusion reached in the Opinion or the consummation of the Business Combination. In addition, Inflection Point has agreed to indemnify Newbridge for certain liabilities arising out of its engagement, including the rendering of this Opinion. Inflection Point has also agreed to reimburse Newbridge for any pre-approved expenses incurred in connection with this engagement.

In the past, Newbridge has provided fairness opinion services to Inflection Point Asset Management LLC, and certain of its affiliated SPAC vehicles, including Inflection Point Acquisition Corp. III (NASDAQ:IPCX), Inflection Point Acquisition Corp. IV (NASDAQ:BACQ), Inflection Point Acquisition Corp. V (NASDAQ:IPEX), and Inflection Point Acquisition Corp. VI (NASDAQ:IPFX), which are affiliates of Michael Blitzer, Chairman of the Inflection Point Board, and Kevin Shannon, Inflection Point’s Chief Executive Officer. For such engagements, Newbridge received aggregate fees of $300,000. The Inflection Point Board engaged Newbridge for the services in connection with the rendering of its Opinion to the Inflection Point Board prior to Messrs. Blitzer and Shannon taking roles with Inflection Point. Other than as described herein, Newbridge has not had any material relationship with Inflection Point, Elroy Air, or their respective affiliates.

Projected Financial Information

In connection with Inflection Point’s consideration of the potential Business Combination, Elroy Air provided its internally-derived forecasts for its operations to Inflection Point for use as a component of their overall evaluation of Elroy Air. Those forecasts included certain performance metrics for 2025 and 2026 (the “Projections”). The Projections are included in this proxy statement/prospectus because they were provided to the Inflection Point Board for its evaluation of the Business Combination.

The Projections are included in this proxy statement/prospectus solely to provide Inflection Point’s shareholders access to information made available in connection with the Inflection Point Board’s consideration of the Business Combination. The Projections should not be viewed as public guidance. Furthermore, the Projections do not take into account any circumstances or events occurring after the date on which the Projections were prepared, which was June 2026.

The Projections were prepared in good faith by Elroy Air’s management team and are based on Elroy Air management’s belief that the estimates and assumptions with respect to the expected future financial performance of Elroy Air were reasonable at the time the Projections were prepared and such Projections speak only as of that time. Elroy Air has advised Inflection Point that, as of August 6, 2026, such projections continue to represent the good-faith views of Elroy Air’s management and board of directors regarding Elroy Air’s anticipated future performance. The Projections do not take into account the costs of consummating the Business Combination and other effects on Inflection Point. The Projections do not include the expenses that have been or may be incurred by Elroy Air or Inflection Point in preparation for or in connection with the Business Combination, or the effect on Elroy Air of any business or strategic decision or action that will or may be taken by the combined company as a result of the Closing.

The Projections reflect numerous estimates and assumptions including with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to Elroy Air’s business, all of which are difficult to predict and many of which are beyond Elroy Air’s and Inflection Point’s control and are subject to significant economic, competitive, and other uncertainties. As a result, there can be no assurance that the Projections will be realized or that actual results will not be significantly higher or lower than the Projections. There undoubtedly will be differences between actual and projected results, and the differences may be material. The risk that these uncertainties and contingencies could cause the assumptions to fail to be reflective of

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actual results is further increased by the length of time over which these assumptions apply. Since the Projections cover multiple years, such information by its nature becomes less predictive with each successive year. These Projections are subjective in many respects and thus are susceptible to multiple interpretations and are subject to periodic changes based on actual experience, events and business developments, and changes in Elroy Air’s capital requirements and net working capital needs.

The disclosure of these financial projections should not be regarded as an indication that Elroy Air’s or Inflection Point’s boards of directors, or their respective affiliates, advisors or other representatives considered, or now consider, such financial projections necessarily to be predictive of actual future results or to support or fail to support any decision with respect to the Business Combination. Multiple unknown factors, as well as the known factors described herein could cause the forecasts or the underlying assumptions to be inaccurate. As a result, the Projections may not be realized, and actual results may significantly differ from the Projections. The Projections are forward-looking statements that are inherently subject to significant uncertainties and contingencies, many of which are beyond Elroy Air’s and Inflection Point’s control. The various risks and uncertainties include those set forth in the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Elroy Air” and “Cautionary Note Regarding Forward-Looking Statements.”

The Projections were not prepared with a view toward public disclosure or toward complying with U.S. GAAP, the published guidelines of the SEC regarding projections or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The Projections were prepared by Elroy Air’s management in connection with the Business Combination and not for the purpose of providing such Projections publicly or at any other time. Neither the independent registered public accounting firms of Elroy Air or Inflection Point nor any other registered public accounting firms, have compiled, examined or performed any procedures with respect to the Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or their accuracy or achievability, and the independent registered public accounting firms of Elroy Air and Inflection Point assume no responsibility for, and disclaim any association with, the Projections. The report of Grant Thornton LLP included in the financial statements in this proxy statement/prospectus relates to the historical financial statements of Elroy Air. It does not extend to the Projections and should not be read to do so.

Furthermore, the Projections do not take into account any circumstances or events occurring after the date they were prepared. Nonetheless, a summary of the Projections is provided in this proxy statement/prospectus because the Projections were made available to Inflection Point. The inclusion of the Projections in this proxy statement/prospectus should not be regarded as an indication that Inflection Point, the Inflection Point Board, or their respective affiliates, advisors or other representatives considered, or now considers, such Projections necessarily to be predictive of actual future results or to support or fail to support your decision whether to vote for or against the Business Combination Proposal. No person has made or makes any representation or warranty to any Inflection Point shareholder regarding the information included in these Projections. The Projections are not fact and are not necessarily indicative of future results, and readers of this proxy statement/prospectus are cautioned not to place undue, or any, reliance on this information. The Projections should not be viewed as public guidance.

The Projections are not included in this proxy statement/prospectus in order to induce any Inflection Point shareholders to vote in favor of any of the proposals at the extraordinary general meeting. Inflection Point and Elroy Air urge you to review the financial statements of Elroy Air included in this proxy statement/prospectus, as well as the financial information in the section of this Proxy Statement/Prospectus entitled “Unaudited Pro Forma Condensed Combined Financial Information” and to not rely on any single financial measure or Projections taken as a whole. The Projections are being provided for information purposes only and are not and should not be viewed as public guidance regarding the future performance of Elroy Air or the combined company following the consummation of the Business Combination.

Certain financial measures in the Projections are not prepared in accordance with U.S. GAAP as supplemental measures to evaluate operational performance. While Elroy Air believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with U.S. GAAP, are not reported by all of Elroy Air’s competitors and may not be directly comparable to similarly titled measures of Elroy Air’s competitors. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with U.S. GAAP. Financial measures included in the Projections provided to a board of directors or financial advisor in connection with a business combination transaction are excluded from the definition of “non-GAAP financial measures” under the rules of the SEC, and therefore the Projections are not subject to SEC rules regarding disclosures of non-GAAP financial measures, which would otherwise require a reconciliation of a non-GAAP financial

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measure to a U.S. GAAP financial measure. Accordingly, no reconciliation of the financial measures included in the Projections were prepared, and therefore none have been provided in this proxy statement/prospectus. The definitions of the non-GAAP measures included in the projections may not align with those underlying the non-GAAP measures presented in “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Elroy Air.”

(USD 000s)		2026E		2027E
Development, Software, & Other Revenue		$5,000 – $7,000		$11,000 – $14,000
Units Sales		—		4 – 6 Units at $3,500 per unit
Research & Development Expenses		$22,000 – $27,000		$37,000 – $45,000
Operating Cash Burn		($27,000) – ($32,000)		($43,000) – ($53,000)
Total Cash Burn		($32,000) – ($39,000)		($57,000) – ($70,000)

Certain Assumptions Regarding the Projections

•        Revenue Assumptions.    Revenue in the Projections is driven primarily by the following assumptions (each of which was material to the revenue forecast) related to two categories of sources:

•         Development Revenue.    Development revenue consists of contractual agreements from third parties to conduct research and development related to specific use cases. These contracts can vary greatly in size, and may or may not be related to future product revenue. The contract revenue can originate from both commercial and government sources. As of June 30, 2026, Elroy Air has recognized approximately $4.5 million in development revenue from 4 independent contracts. For all of 2026, Elroy Air’s management assumes approximately $5 million – $7 million contract revenue. Based on current discussions and continuations of existing contractual arrangements, Elroy Air’s management anticipates between $9.6 million – $11.9 million of development revenue in 2027.

•        Software & Other Revenue.    Elroy Air does not anticipate any sales of aircraft to customers in 2026 and, accordingly, does not include software revenue in its 2026 projections. For 2027, projected software & other revenue reflects Elroy Air’s assumption that software licensing fees and early servicing revenue will begin concurrently with aircraft sales and will equal approximately 10% of the per-unit aircraft sale price of $3.5 million per unit. Based on anticipated sales of 4 to 6 aircraft in 2027, projected software & other revenue is approximately $1.4 million to $2.1 million, which is included in the development, software, & other revenue line. Other revenue is not expected to be an ongoing source of revenue.

•        Unit Sales Revenue.    Based on the anticipated sale of 4 to 6 units (although there exist no binding contracts to deliver the aircraft at the time of the Projections) at an average selling price of $3.5 million per unit, projected unit sales revenue for 2027 is approximately $14.0 million to $21.0 million. Including development, software, & other revenue of $11.0 million to $14.0 million, total projected 2027 revenue is approximately $25.0 million to $35.0 million.

•         Unit Sales.    Elroy Air’s management considers the sale of a Chaparral craft to be a unit sale. In 2026, Elroy Air does not anticipate the sale of any units. In 2027, based on the current demand profile and development schedule, Elroy Air’s management is planning to sell between four and six units in 2027 (although there exist no binding contracts to deliver the aircraft at the time of the Projections) at an average selling price of $3.5 million per unit, projected unit sales revenue for 2027 is approximately $14.0 million to $21.0 million. Including development, software, & other revenue of $11.0 million to $14.0 million, total projected 2027 revenue is approximately $25.0 million to $35.0 million. This estimate is based on best available current information and is subject to the successful testing and appropriate certifications of the Chaparral as well as the maintenance of demand interest from current parties who have indicated purchase intent. The best available indications of this purchase intent are currently the demand pipeline as described in this proxy statement/prospectus.

•  Research & Development Expenses.    Research and development expenses include, but are not limited to, the development of technologies and software related to Elroy Air’s solution offerings. In addition, this represents the cost of experimental craft which are used to test and refine the Chaparral. In 2026, these expenses are anticipated to include the development and test of several experimental craft as well as the accrual of key technologies and parts for future development. The current budget for research and development is anticipated to be between

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$22 million and $27 million in 2026 and between $37 million and $45 million in 2027. These ranges are based on management’s best estimate and will vary based on personnel availability, technology development, testing requirements, regulatory processes, corporate liquidity, and customer needs among other factors.

•        Operating Cash Burn.    Operating cash use is the sum of the revenue sources less the cost of goods and services, research and development, general and administrative, and other direct operating costs that are recognized in a given period. This does not reflect capital expenditures. Reflects cash used to fund core operations, including operating losses, before capital expenditures and changes in net working capital.

•        Total Cash Burn.    Reflects total cash usage, including operating cash burn, capital expenditures, and net working capital investment.

Expected Accounting Treatment of the Business Combination

The Domestication

There will be no accounting effect or change in the carrying amount of the assets and liabilities of Inflection Point as a result of the Domestication. The business, capitalization, assets and liabilities and financial statements of Inflection Point immediately following the Domestication will be the same as those immediately prior to the Domestication.

The Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP and not as a business combination. Under this method of accounting, Inflection Point will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Elroy Air issuing stock for the net assets of Inflection Point, accompanied by a recapitalization. Upon the completion of the Business Combination, substantially all of the assets and business of the combined company will be held and operated by New Elroy Air.

Regulatory Matters

Neither Inflection Point nor Elroy Air is aware of any material regulatory approvals or actions that are required for completion of the Business Combination, other than the filing required by and the waiting period under the HSR Act and the other regulatory notices and approvals discussed in “The Business Combination Proposal — Business Combination Agreement — Closing Conditions — Conditions to the Obligations of Each Party”. The filing required by the HSR Act was made on September 22, 2026. The waiting period under the HSR Act will expire on October 22, 2026. It is presently contemplated that if any such additional regulatory approvals or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Business Combination Proposal at the extraordinary general meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal. Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

The Business Combination Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the other Condition Precedent Proposals is not approved, the Business Combination Proposal will have no effect, even if approved by holders of Inflection Point Ordinary Shares.

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Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that Inflection Point’s entry into the Business Combination Agreement, dated as of June 26, 2026, by and among Inflection Point, Merger Sub and Elroy Air, pursuant to which and among other things, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will complete the Business Combination described in the accompanying proxy statement/prospectus, be approved, ratified and confirmed in all respects.”

Recommendation of the Inflection Point Board

THE INFLECTION POINT BOARD UNANIMOUSLY RECOMMENDS THAT INFLECTION POINT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

The Inflection Point Board believes that the Business Combination Proposal to be presented at the extraordinary general meeting is in the best interests of Inflection Point’s shareholders and unanimously recommends that its shareholders vote “FOR” the approval of the Business Combination Proposal.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor, Inflection Point Fund and Inflection Point’s officers also have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

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PROPOSAL NO. 2 — THE DOMESTICATION PROPOSAL

Overview

As discussed in this proxy statement/prospectus, subject to the approval of the other Condition Precedent Proposals, Inflection Point is asking its shareholders to approve the Domestication Proposal. Under the Business Combination Agreement, the approval of the Domestication Proposal, and completion of the Domestication, is a condition to the consummation of the Business Combination. If, however, the Domestication Proposal is approved, but the Business Combination Proposal or any of the other Condition Precedent Proposals is not approved, then neither the Domestication nor the Business Combination will be consummated.

As a condition to Closing, the Inflection Point Board has unanimously approved a change of Inflection Point’s jurisdiction of incorporation by deregistering as an exempted company from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware. In accordance with Inflection Point’s plan of domestication, included as an exhibit to the registration statement of which this proxy statement/prospectus is a part, to effect the Domestication, Inflection Point will (a) file all applicable notices, declarations, affidavits, statements of assets and liabilities, shareholder approvals, undertakings and other documents required to be filed, pay all applicable fees required to be paid, and cause the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Companies Act and in accordance therewith, and (b) file the Proposed Charter and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Inflection Point will be domesticated and continue as a Delaware corporation.

Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents and the Sponsor Support Agreement, (a) the Sponsor will elect to convert each of the then issued and outstanding Inflection Point Class B Shares, on a one-for-one basis, into Inflection Point Class A Shares; (b) in connection with the Domestication, (i) each of the then issued and outstanding Inflection Point Class A Shares will convert automatically, on a one-for-one basis, into a share of New Elroy Air Common Stock; (ii) each of the then issued and outstanding Inflection Point Warrants will convert automatically, on a one-for-one basis, into New Elroy Air Warrants; and (iii) each Inflection Point Unit issued and outstanding as of immediately prior to the Domestication will be cancelled and converted into one share of New Elroy Air Common Stock and one-third of one New Elroy Air Warrant, with any fractional New Elroy Air Warrants to be issued in connection with such separation rounded down to the nearest whole warrant.

The Domestication Proposal, if approved, will authorize a change of Inflection Point’s jurisdiction of incorporation from the Cayman Islands to the State of Delaware. Accordingly, while Inflection Point is currently governed by the Companies Act, upon the Domestication, New Elroy Air will be governed by the DGCL. Inflection Point encourages shareholders to carefully consult the information set out below under “— Comparison of Shareholder Rights under Applicable Corporate Law Before and After Domestication”.

Reasons for the Domestication

The Inflection Point Board believes that it would be in the best interests of Inflection Point, simultaneously with the completion of the Business Combination, to effect the Domestication. Further, the Inflection Point Board believes that any direct benefit that the DGCL provides to a corporation also indirectly benefits its stockholders, who are the owners of the corporation. In addition, because New Elroy Air will operate within the United States following the Business Combination, it was the view of the Inflection Point Board that New Elroy Air should be structured as a corporation organized in the United States.

The Inflection Point Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of Inflection Point and its shareholders. These additional reasons can be summarized as follows:

•        Prominence, Predictability and Flexibility of Delaware Law.    For many years, Delaware has followed a policy of encouraging incorporation in its state and, in furtherance of that policy, has been a leader in adopting, construing, and implementing comprehensive, flexible corporate laws responsive to the legal and business needs of corporations organized under its laws. Many corporations have chosen Delaware initially as a state of incorporation or have subsequently changed corporate domicile to Delaware. Because of Delaware’s prominence as the state of incorporation for many major corporations, both the legislature

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and courts in Delaware have demonstrated the ability and a willingness to act quickly and effectively to meet changing business needs. The DGCL is frequently revised and updated to accommodate changing legal and business needs and is more comprehensive, widely used and interpreted than other state corporate laws. This favorable corporate and regulatory environment is attractive to businesses such as Elroy Air’s.

•        Well-Established Principles of Corporate Governance.    There is substantial judicial precedent in the Delaware courts as to the legal principles applicable to measures that may be taken by a corporation and to the conduct of a company’s board of directors, such as under the business judgment rule and other standards. Because the judicial system is based largely on legal precedents, the abundance of Delaware case law provides clarity and predictability to many areas of corporate law. Inflection Point believes such clarity would be advantageous to New Elroy Air, the New Elroy Air Board and management to make corporate decisions and take corporate actions with greater assurance as to the validity and consequences of those decisions and actions. Further, investors and securities professionals are generally more familiar with Delaware corporations, and the laws governing such corporations, increasing their level of comfort with Delaware corporations relative to other jurisdictions. The Delaware courts have developed considerable expertise in dealing with corporate issues, and a substantial body of case law has developed construing Delaware law and establishing public policies with respect to corporate legal affairs. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for New Elroy Air’s stockholders from possible abuses by directors and officers.

•        Increased Ability to Attract and Retain Qualified Directors.    Reincorporation from the Cayman Islands to Delaware is attractive to directors, officers, and stockholders alike. New Elroy Air’s incorporation in Delaware may make New Elroy Air more attractive to future candidates for the New Elroy Air Board, because many such candidates are already familiar with Delaware corporate law from their past business experiences. To date, Inflection Point has not experienced difficulty in retaining directors or officers, but directors of public companies are exposed to significant potential liability. Thus, candidates’ familiarity and comfort with Delaware laws — especially those relating to director indemnification (as discussed below) — draw such qualified candidates to Delaware corporations. The Inflection Point Board therefore believes that providing the benefits afforded directors by Delaware law will enable New Elroy Air to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers. Moreover, Delaware’s vast body of law on the fiduciary duties of directors provides appropriate protection for our stockholders from possible abuses by directors and officers.

The frequency of claims and litigation pursued against directors and officers has greatly expanded the risks facing directors and officers of corporations in carrying out their respective duties. The amount of time and money required to respond to such claims and to defend such litigation can be substantial. While both Cayman Islands and Delaware law permit a corporation to include a provision in its governing documents to reduce or eliminate the monetary liability of directors for breaches of fiduciary duty in certain circumstances, Inflection Point believes that, in general, Delaware law is more developed and provides more guidance than Cayman Islands law on matters regarding a company’s ability to limit director liability. As a result, Inflection Point believes that the corporate environment afforded by Delaware will enable New Elroy Air to compete more effectively with other public companies in attracting and retaining new directors.

Regulatory Approvals; Third-Party Consents

Inflection Point is not required to make any filings or to obtain any approvals or clearances from any antitrust regulatory authorities in the United States or other countries in order to complete the Domestication. However, because the Domestication must occur simultaneously with the Business Combination, it will not occur unless the Business Combination can be completed, which will require the approvals as described under the section of this proxy statement/prospectus entitled “Proposal No. 1 — The Business Combination Proposal”. Inflection Point must comply with applicable United States federal and state securities laws in connection with the Domestication.

The Domestication will not breach any covenants or agreements binding upon Inflection Point and will not be subject to any additional federal or state regulatory requirements, except compliance with the laws of the Cayman Islands and Delaware necessary to effect the Domestication.

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Proposed Charter and Proposed Bylaws

Commencing with the effective time of the Domestication, the Proposed Charter and the Proposed Bylaws will govern the rights of stockholders in New Elroy Air.

A chart comparing your rights as a holder of Inflection Point Ordinary Shares as a Cayman Islands exempted company with your rights as a holder of New Elroy Air Common Stock can be found in the section of this proxy statement/prospectus entitled “— Comparison of Shareholder Rights under Applicable Corporate Law Before and After Domestication”.

Comparison of Shareholder Rights under Applicable Corporate Law Before and After Domestication

When the Domestication is completed, the rights of stockholders of New Elroy Air will be governed by Delaware law, including the DGCL, rather than by the laws of the Cayman Islands. Certain differences exist between the DGCL and the Companies Act that will alter certain of the rights of shareholders of Inflection Point and affect the powers of the New Elroy Air Board and management following the Domestication.

Shareholders should consider the following summary comparison of the laws of the Cayman Islands, on the one hand, and the DGCL, on the other. This comparison is not intended to be complete and is qualified in its entirety by reference to the DGCL and the Companies Act.

The owners of a Delaware corporation’s shares are referred to as “stockholders”. For purposes of language consistency, in certain sections of this proxy statement/prospectus, we may continue to refer to the share owners of New Elroy Air as “shareholders”.

		Delaware		Cayman Islands
Applicable Legislation		General Corporation Law of the State of Delaware.		The Companies Act (As Revised) of the Cayman Islands.
Stockholder/Shareholder Approval of Business Combinations		Mergers that require a vote of stockholders require approval by a majority of all outstanding shares entitled to vote on the matter. Mergers in which the corporation’s certificate of incorporation is not amended, the corporation’s stock remains outstanding as an identical share of the surviving corporation, and any new securities issued in the merger do not exceed 20% of shares outstanding before the merger do not require approval of stockholders. Mergers that contemplate a qualifying holding company reorganization do not require approval of stockholders of the corporation that is the parent prior to the merger. Mergers in which the target is widely traded, the acquirer consummates a qualifying tender offer, and a sufficient number of target stockholders tender do not require approval of target stockholders. Mergers in which one corporation owns 90% or more of a second corporation may be completed without the vote of the second corporation’s board of directors or stockholders.		Under the Cayman Companies Act, certain fundamental changes such as a merger or consolidation are required to be approved by a special resolution, and any other authorization as may be specified in the relevant memorandum and articles of association. In respect of a merger, parties holding certain security interests in the constituent companies must also consent. All mergers (other than parent/subsidiary mergers) require shareholder approval — there is no exception for smaller mergers. Where a bidder has acquired 90% or more of the shares in a Cayman Islands company, it can compel the acquisition of the shares of the remaining shareholders and thereby become the sole shareholder. A Cayman Islands company may also be acquired through a “scheme of arrangement” sanctioned by a Cayman Islands court and approved by 50%+1 in number and 75% in value of shareholders in attendance and voting at a shareholders’ meeting.

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		Delaware		Cayman Islands
Stockholder/Shareholder Vote Required for Combinations		Generally, a corporation may not engage in a business combination with an interested stockholder for a period of three years after the time of the transaction in which the person became an interested stockholder, unless the corporation opts out of the statutory provision.		No similar provision
Stockholder/Shareholder Votes for Routine Matters		Approval of routine corporate matters other than director elections that are put to a stockholder vote require the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. Director elections require a plurality vote.		Under Cayman Islands law and the Cayman Constitutional Documents, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of the votes cast by or on behalf of the shareholders present in person or represented by proxy at the applicable general meeting and being entitled to vote on such matter).
Requirement for Quorum		Quorum is a majority of shares entitled to vote at the meeting unless otherwise set in the constitutional documents, but cannot be less than one-third of shares entitled to vote at the meeting.		Quorum is set in the company’s memorandum and articles of association.
Stockholder/Shareholder Consent to Action Without Meeting		Unless otherwise provided in the certificate of incorporation, stockholders may act by written consent.		Shareholder action by written resolutions (whether unanimous or otherwise) may be permitted by the articles of association. The articles of association may provide that shareholders may not act by written resolutions.
Appraisal Rights and Dissenters’ Rights		A stockholder of a publicly traded corporation has appraisal rights in connection with a merger unless the merger consideration is all stock in another publicly traded corporation or another exception applies.		Under certain circumstances, shareholders may dissent to a merger of a Cayman Islands company by following the procedure set out in the Cayman Companies Act. Shareholders that dissent from a Cayman Islands statutory merger are entitled to be paid the fair market value of their shares, which, if necessary, may ultimately be determined by the court.
Inspection of Books and Records		Any stockholder, upon written demand stating the purpose thereof, inspect the corporation’s stock ledger and other books and records for a proper purpose during the usual hours for business.		Shareholders generally do not have any rights to inspect or obtain copies of the register of members or other corporate records of a company. The directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of Inflection Point or any of them will be open to the inspection of shareholders not being directors, and no shareholder (not being a director) will have any right of inspecting any account or book or document of Inflection Point except as conferred by law or authorized by the directors or by ordinary resolution of Inflection Point.

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		Delaware		Cayman Islands
Stockholder/Shareholder Lawsuits		A stockholder may bring a derivative suit by or in the right of the corporation subject to statutory pleading requirements.		Inflection Point’s Cayman Islands counsel is not aware of any reported class action having been brought in a Cayman Islands court. Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, the company will be the proper plaintiff in any claim based on a breach of duty owed to it, and a claim against (for example) Inflection Point management usually may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which: •   a company is acting, or proposing to act, illegally or beyond the scope of its authority; •   the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or •   those who control the company are perpetrating a “fraud on the minority”. A shareholder may have a direct right of action against Inflection Point where the individual rights of that shareholder have been infringed or are about to be infringed.
Fiduciary Duties of Directors		Directors owe fiduciary duties of care and loyalty to the company and its stockholders.		Under Cayman Islands law, directors and officers owe the following fiduciary duties: •   duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole; •   duty to not improperly fetter the exercise of future discretion; •   duty to exercise authority for the purpose for which it is conferred; •   duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and •   duty to exercise independent judgment.

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		Delaware		Cayman Islands
				In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed direct to creditors or shareholders in certain limited circumstances.
Removal of Directors		Any director or the entire board may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors, except as follows: (1) unless the certificate of incorporation otherwise provides, in the case of a corporation with a classified board, stockholders may effect such removal only for cause; or (2) in the case of a corporation having cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board.		A company’s memorandum and articles of association may provide that a director may be removed for any or no reason and that, in addition to shareholders, boards may be granted the power to remove a director.
Number of Directors		The number of directors is fixed by the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number of directors shall be made only by amendment of the certificate of incorporation. The bylaws may provide that the board may increase the size of the board and fill any vacancies.		Subject to the memorandum and articles of association, the board may increase the size of the board and fill any vacancies.
Classified Boards		Classified boards are permitted.		Classified boards are permitted.
Indemnification of Directors and Officers		A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation.		A Cayman Islands company generally may indemnify its directors or officers except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against fraud, willful neglect or willful default or the consequences of committing a crime.
				Under Inflection Point’s Articles, every director and officer of Inflection Point, together with every former director and former officer (each an “Indemnified Person”) shall be indemnified out of the assets of Inflection Point against any liability, action, proceeding, claim, demand, costs, damages or expenses, including legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, willful neglect or willful default. No Indemnified Person shall be liable to

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		Delaware		Cayman Islands
				Inflection Point for any loss or damage incurred by Inflection Point as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud, willful neglect or willful default of such Indemnified Person. No person shall be found to have committed actual fraud, willful neglect or willful default under the articles unless or until a court of competent jurisdiction shall have made a finding to that effect.
Limited Liability of Directors		Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends or improper personal benefit.		No directors will be liable to Inflection Point for any loss or damage incurred by Inflection Point as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud, willful default or willful neglect of such director, as determined by a court of competent jurisdiction.

Vote Required for Approval

The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of the holders of at least two-thirds of the Inflection Point Class B Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote in favor of the Domestication Proposal at the extraordinary general meeting. The holders of Inflection Point Class A Shares will have no right to vote on the Domestication Proposal, in accordance with Article 48.2 of the Cayman Constitutional Documents. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal. Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

The Domestication Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the other Condition Precedent Proposals is not approved, the Domestication Proposal will have no effect, even if approved by holders of Inflection Point Ordinary Shares.

Resolution to be Voted Upon

“RESOLVED, as a special resolution of the holders of the Inflection Point Class B Shares, that, Inflection Point be deregistered as an exempted company in the Cayman Islands and be registered by way of continuation as a corporation in the State of Delaware, the amended and restated memorandum and articles of association of Inflection Point, as currently in effect, be replaced in their entirety by the Proposed Charter in the form attached to the proxy statement/prospectus.”

Recommendation of the Inflection Point Board

THE INFLECTION POINT BOARD UNANIMOUSLY RECOMMENDS THAT INFLECTION POINT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE DOMESTICATION PROPOSAL.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor, Inflection Point Fund and Inflection Point’s officers also have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

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PROPOSAL NO. 3 — THE STOCK ISSUANCE PROPOSAL

Overview

Assuming the Business Combination Proposal and the other Condition Precedent Proposals are approved, Inflection Point’s shareholders are also being asked to approve, by ordinary resolution, the Stock Issuance Proposal.

Why Inflection Point Needs Shareholder Approval

We are seeking shareholder approval in order to comply with Nasdaq Listing Rules, including 5635(a), (b) and (d). Under Nasdaq Listing Rule 5635(a), shareholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering for cash and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock); or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. Collectively, New Elroy Air may issue securities representing 20% or more of our outstanding common stock or 20% or more of the voting power, in each case outstanding before the issuance, pursuant to the issuance of common stock and securities convertible into or exercisable for common stock in connection with the Business Combination.

Under Nasdaq Listing Rule 5635(b), shareholder approval is required when any issuance or potential issuance will result in a “change of control” of the issuer. Although Nasdaq has not adopted any rule on what constitutes a “change of control” for purposes of Rule 5635(b), Nasdaq has previously indicated that the acquisition of, or right to acquire, by a single investor or affiliated investor group, as little as 20% of the common stock (or securities convertible into or exercisable for common stock) or voting power of an issuer could constitute a change of control.

Under Nasdaq Listing Rule 5635(d), shareholder approval is required prior to the issuance of securities in certain circumstances, including if the number of securities to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance.

Upon the consummation of the Business Combination, New Elroy Air expects to issue (A) up to (i) 7,774,166 shares of Series A Preferred Stock as consideration for the Pre-Funded Convertible Notes (taking into account accrued interest through December 31, 2026; such number of shares of Series A Preferred Stock may increase prior to Closing due to additional accrued interest after such date) and (ii) 9,803,922 shares of Series A Preferred Stock pursuant to the Series A SPA; (B) shares of New Elroy Air Common Stock issuable upon conversion of shares of Series A Preferred Stock; (C) (i) New Elroy Air Series A Warrants to purchase up to 7,352,940 shares of New Elroy Air Common Stock, subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment, as consideration for the Pre-Funded Warrants, and (ii) New Elroy Air Series A Warrants to purchase up to 9,803,922 shares of New Elroy Air Common Stock, subject to adjustment, at an initial exercise price of $12.00 per share, subject to adjustment, pursuant to the Series A SPA; (D) up to 97,130,318 shares of New Elroy Air Common Stock to the Elroy Air Equity Holders (other than the holders of the Pre-Funded Convertible Notes and the Pre-Funded Warrants in respect of those securities) and (E) 750,000 shares of New Elroy Air Common Stock to the Closing PIPE Investor pursuant to the Series A SPA.

Accordingly, the aggregate number of shares of New Elroy Air Common Stock that New Elroy Air will issue in connection with the Business Combination and that will be issuable upon conversion of the Series A Preferred Stock and New Elroy Air Series A Warrants that New Elroy Air will issue in connection with the Pre-Funded Note Investment and Series A Preferred Stock Investment will exceed 20% of both the voting power and the shares of New Elroy Air Common Stock outstanding before such issuance and may result in a change of control of the registrant, and for these reasons, Inflection Point is seeking the approval of Inflection Point shareholders for the issuance of (i) the shares of Series A Preferred Stock issued as consideration for the Pre-Funded Convertible Notes and pursuant to the Series A SPA, (ii) the shares of Common Stock issuable upon conversion of such shares of Series A Preferred Stock pursuant to the Certificate of Designation, (iii) the New Elroy Air Series A Warrants issued as consideration for the Pre-Funded Warrants and pursuant to the Series A SPA, (iv) the shares of New Elroy Air Common Stock issuable upon exercise of the New Elroy Air Series A Warrants, and (v) the shares of New Elroy Air Common Stock (including the shares of New Elroy Air Common Stock that will underlie New Elroy Air Options) to be issued as consideration to the Elroy Air Equity Holders (other than the holders of the Pre-Funded Convertible Notes and the Pre-Funded Warrants in respect of those securities) as consideration in the Merger.

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Vote Required for Approval

The approval of the Stock Issuance Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal. Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established.

The Stock Issuance Proposal is conditioned on the approval of each of the other Condition Precedent Proposals. Therefore, if each of the other Condition Precedent Proposals is not approved, the Stock Issuance Proposal will have no effect, even if approved by holders of Inflection Point Ordinary Shares.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that, for the purposes of complying with the applicable Nasdaq Listing Rules, the issuance of (i) the shares of Series A Preferred Stock issued as consideration for the Pre-Funded Convertible Notes and pursuant to the Series A SPA, (ii) the shares of Common Stock issuable upon conversion of such shares of Series A Preferred Stock pursuant to the Certificate of Designation, (iii) the New Elroy Air Series A Warrants issued as consideration for the Pre-Funded Warrants and pursuant to the Series A SPA, (iv) the shares of New Elroy Air Common Stock issuable upon exercise of the New Elroy Air Series A Warrants, and (v) the shares of New Elroy Air Common Stock (including the shares of New Elroy Air Common Stock that will underlie New Elroy Air Options) to be issued as consideration to the Elroy Air Equity Holders (other than the holders of the Pre-Funded Convertible Notes and the Pre-Funded Warrants in respect of those securities) as consideration in the Merger.”

Recommendation of the Inflection Point Board

THE INFLECTION POINT BOARD UNANIMOUSLY RECOMMENDS THAT INFLECTION POINT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE STOCK ISSUANCE PROPOSAL.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor, Inflection Point Fund and Inflection Point’s officers also have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

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PROPOSAL NO. 4 — THE ORGANIZATIONAL DOCUMENTS PROPOSAL

Overview

If the Domestication Proposal is approved and the Domestication becomes effective, Inflection Point will replace the Cayman Constitutional Documents, in each case, with the Proposed Organizational Documents of New Elroy Air, pursuant to the DGCL.

Inflection Point’s shareholders are asked to consider and vote upon and to adopt the Organizational Documents Proposal in connection with the replacement of the Cayman Constitutional Documents. The Organizational Documents Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal and the Domestication Proposal are not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of Inflection Point Ordinary Shares.

Reasons for the Amendments

The Inflection Point Board’s reasons for proposing the Proposed Organizational Documents are set forth below. The following is a summary of the key changes effected by the Proposed Organizational Documents, but this summary is qualified in its entirety by reference to the full text of the Proposed Charter, a copy of which is included as Annex B, and by reference to the full text of the Proposed Bylaws, a copy of which is included as Annex C:

•        To change the corporate name from “Inflection Point Acquisition Corp. VII” to “Elroy Air, Inc.”;

•        To increase the total number of shares of the capital stock from (a) 500,000,000 Class A Shares, 50,000,000 Inflection Point Class B Shares and 5,000,000 preference shares, par value $0.0001 per share, of Inflection Point to (b) [•] shares of New Elroy Air capital stock which consists of (A) [•] shares of New Elroy Air Common Stock, and (B) [•] shares of New Elroy Air Preferred Stock.

•        To authorize all other changes in connection with the replacement of Cayman Constitutional Documents with the Proposed Charter and Proposed Bylaws in connection with the consummation of the Business Combination (copies of which are attached to this proxy statement/prospectus as Annex B and Annex C, respectively);

•        To provide that special meetings of the stockholders of New Elroy Air may be called only by or at the direction of the New Elroy Air Board, the Chairperson of the New Elroy Air Board, the Chief Executive Officer or President, and may not be called by the stockholders or any other person.

•        To provide that all directors will be elected at each annual meeting of stockholders for terms expiring at the next annual meeting of stockholders.

•        To establish advance notice procedures for stockholders seeking to bring business before any meeting of stockholders or to nominate candidates for election as directors at any stockholder meeting.

•        To eliminate the personal liability of directors and officers of New Elroy Air for monetary damages for breach of fiduciary duty, except to the extent such exemption is not permitted under the DGCL.

•        To provide for indemnification and advancement of expenses to directors and officers of New Elroy Air to the fullest extent permitted by the DGCL.

•        To specifically deny cumulative voting in the election of directors.

•        To provide that the total number of directors constituting the New Elroy Air Board shall initially be seven (7), which number may thereafter be fixed exclusively by resolution of the New Elroy Air Board, and that vacancies on the New Elroy Air Board shall be filled exclusively by the affirmative vote of a majority of the directors then in office, and not by the stockholders.

•        To authorize the New Elroy Air Board to issue shares of preferred stock in one or more series, including “blank check” preferred stock, and to fix the powers, designations, preferences and rights thereof, without stockholder approval.

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•        To provide that at any meeting of stockholders, the holders of a majority of the voting power of the issued and outstanding shares entitled to vote, present in person or represented by proxy, shall constitute a quorum.

Resolution to be Voted Upon

The full text of the resolutions to be passed is as follows:

“RESOLVED, as a special resolution, that the Cayman Constitutional Documents currently in effect be amended and restated by the deletion in their entirety and the substitution in their place of the Proposed Charter and Proposed Bylaws (copies of which are attached to the proxy statement/prospectus as Annex B and Annex C, respectively), with such principal changes as described in the Advisory Organizational Documents Proposals 5A through 5F with effect from the registration of Inflection Point in the State of Delaware as a corporation under the laws of the State of Delaware.”

Vote Required for Approval

The approval of the Organizational Documents Proposal requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Inflection Point Ordinary Shares, who being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal.

The Organizational Documents Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Proposals is not approved, the Organizational Documents Proposal will have no effect, even if approved by holders of Inflection Point Ordinary Shares.

Recommendation of the Inflection Point Board

THE INFLECTION POINT BOARD UNANIMOUSLY RECOMMENDS THAT INFLECTION POINT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ORGANIZATIONAL DOCUMENTS PROPOSAL.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor, Inflection Point Fund and Inflection Point’s officers also have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

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PROPOSAL NO. 5 — THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS

Overview

If the Domestication Proposal is approved and the closing conditions of the Business Combination are met, Inflection Point will replace the Cayman Constitutional Documents with the Proposed Organizational Documents of New Elroy Air, under the DGCL.

Inflection Point’s shareholders are asked to consider and vote upon and to approve on a non-binding advisory basis by special resolution six separate proposals (collectively, the “Advisory Organizational Documents Proposals”) in connection with the replacement of the Cayman Constitutional Documents with the Proposed Organizational Documents. These six proposals are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions and will be voted upon on a non-binding advisory basis. This separate vote is not otherwise required by Cayman or Delaware law, but pursuant to SEC guidance, Inflection Point is required to submit these provisions to its shareholders separately for approval. The shareholder votes regarding these proposals are advisory in nature, and are not binding on Inflection Point, the Inflection Point Board, Elroy Air or the New Elroy Air Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Organizational Documents Proposals (separate and apart from the approval of the Organizational Documents Proposal). Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, Inflection Point intends that the Proposed Organizational Documents will take effect from the registration of Inflection Point in the State of Delaware as a corporation under the laws of the State of Delaware, assuming approval of the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal.

The Proposed Organizational Documents differ materially from the Cayman Constitutional Documents. The following table sets forth a summary of the principal changes proposed between the Cayman Constitutional Documents and the Proposed Organizational Documents. This summary is qualified by reference to the complete text of the Cayman Constitutional Documents of Inflection Point, the complete text of the Proposed Charter, a copy of which is attached to this proxy statement/prospectus as Annex B and the complete text of the Proposed Bylaws, a copy of which is attached to this proxy statement/prospectus as Annex C. All shareholders are encouraged to read the Proposed Organizational Documents in their entirety for a more complete description of their terms. Additionally, as the Cayman Constitutional Documents are governed by the Companies Act and the Proposed Organizational Documents will be governed by the DGCL, Inflection Point encourages shareholders to carefully consult the information set out under the section entitled “The Domestication Proposal” — Comparison of Shareholder Rights Under Applicable Corporate Law Before and After Domestication”.

		Cayman Constitutional Documents		Proposed Organizational Documents
Authorized Shares (Advisory Organizational Documents Proposal 5A)		The authorized share capital set out in the Cayman Constitutional Documents is US$55,500 divided into 500,000,000 Inflection Point Class A Shares, 50,000,000 Inflection Point Class B Shares and 5,000,000 preference shares of a par value of US$0.0001 each.		The Proposed Organizational Documents authorize [•] shares, consisting of [•] shares of New Elroy Air Common Stock and [•] shares of New Elroy Air Preferred Stock.
		See paragraph 5 of the current Inflection Point amended and restated memorandum of association.		See Article IV of the Proposed Charter.
Exclusive Forum Provision (Advisory Organizational Documents Proposal 5B)		The Cayman Constitutional Documents provide that unless Inflection Point consents in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the		The Proposed Organizational Documents adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

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		Cayman Constitutional Documents		Proposed Organizational Documents
		Cayman Constitutional Documents or otherwise related in any way to each shareholder’s shareholding in Inflection Point, including but not limited to: (i) any derivative action or proceeding brought on Inflection Point’s behalf; (ii) any action asserting a claim of breach of any fiduciary or other duty owed by any of Inflection Point’s current or former director, officer or other employee to Inflection Point or its shareholders; (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or the Cayman Constitutional Documents; or (iv) any action asserting a claim against Inflection Point governed by the internal affairs doctrine (as such concept is recognized under the laws of the United States) and that each shareholder irrevocably submits to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. The forum selection provision in the Cayman Constitutional Documents does not apply to actions or suits brought to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts of the United States are, as a matter of the laws of the United States, the sole and exclusive forum for determination of such a claim. See Article 53 of the Cayman Constitutional Documents.		These provisions will not address or apply to claims that arise under the Exchange Act; however, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. See Article XI of the Proposed Charter
Adoption of Supermajority Vote Requirement to Amend the Proposed Organizational Documents (Advisory Organizational Documents Proposal 5C)		The Cayman Constitutional Documents provide that amendments may generally be made by a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the Inflection Point Ordinary Shares represented in person or by proxy and entitled to vote at an extraordinary general meeting and who vote at the extraordinary general meeting; provided that amendments to Articles 30.1 and 48.2 of the Cayman Constitutional Documents require the affirmative vote of at least ninety per cent (90%) of the votes cast (except where such amendment is proposed in respect of the consummation of a Business Combination, in which case two-thirds suffices). See Article 18.3 of the Cayman Constitutional Documents.		The Proposed Charter requires the affirmative vote of at least two-thirds of the voting power of the outstanding shares to amend, alter, repeal or rescind Article IV, Article V, Article VI, Article VII, Article VIII, Article IX, Article X, Article XI, Article XII, Article XIII, Article XIV, and Article XV of the Proposed Charter. For amendments to other provisions of the Proposed Charter, the DGCL requires the affirmative vote of a majority of the outstanding shares entitled to vote thereon. See Article VIII of the Proposed Charter. The Proposed Charter permits the New Elroy Air Board to amend, alter, repeal or rescind the Proposed Bylaws In addition, the stockholders of the Company may amend, alter, repeal or rescind the Proposed Bylaws by the affirmative vote

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		Cayman Constitutional Documents		Proposed Organizational Documents
				of at least two-thirds of the voting power of all of the then outstanding shares of voting stock entitled to vote generally in an election of directors. See Article V of the Proposed Charter.
Removal of Directors (Advisory Organizational Documents Proposal 5D)		The Cayman Constitutional Documents provide that prior to the closing of an initial business combination, only holders of Founder Shares are entitled to vote on the removal of any director, and that after the closing of an initial business combination, shareholders may by an ordinary resolution remove any director. See Article 30 of the Cayman Constitutional Documents.		The Proposed Organizational Documents permit the removal of any director or the entire board, with or without cause, and only by the affirmative vote of the holders of at least two-thirds of the total voting power of all then-outstanding shares of capital stock of New Elroy Air entitled to vote generally in the election of directors, at a meeting duly called for that purpose. See Article VI, Section 6.5 of the Proposed Charter.
Action by Written Consent of Stockholders (Advisory Organizational Documents Proposal 5E)		The Cayman Constitutional Documents permit shareholders to approve matters by unanimous written resolution of all of the shareholders entitled to receive notice of and to attend and vote at general meetings. See Article 23.3 of the Cayman Constitutional Documents.		The Proposed Organizational Documents require stockholders to take action at an annual or special meeting and prohibit stockholder action by written consent in lieu of a meeting; provided that any action required or permitted to be taken by the holders of New Elroy Air Preferred Stock, voting separately as a class or separately as a class with one or more other such series, may be taken without a meeting if signed by the holders having not less than the minimum number of votes necessary to authorize such action at a meeting at which all shares entitled to vote thereon were present and voted in compliance with the DGCL. See Article VII, Section 7.1 of the Proposed Charter.
Other Changes In Connection With Adoption of the Proposed Organizational Documents (Advisory Organizational Documents Proposal 5F)		The Cayman Constitutional Documents include provisions related to Inflection Point’s status as a blank check company prior to the consummation of an initial business combination. See Article 48 of the Cayman Constitutional Documents.		The Proposed Organizational Documents (1) change the corporate name from “Inflection Point Acquisition Corp. VII” to “Elroy Air, Inc.”, (2) make New Elroy Air’s corporate existence perpetual and (3) do not include such provisions related to Inflection Point’s status as a blank check company, which will no longer apply upon consummation of the Business Combination, as Inflection Point will cease to be a blank check company at such time.

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Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as six separate special resolutions on a non-binding and advisory basis only, that the following governance provisions contained in the Proposed Organizational Documents be and are hereby approved:

•        Proposal 5A — Under the Proposed Organizational Documents, New Elroy Air would be authorized to issue (A) [•] shares of New Elroy Air Common Stock and (B) [•] shares of preferred stock, par value $0.0001 per share.

•        Proposal 5B — The Proposed Organizational Documents would adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

•        Proposal 5C — The Proposed Charter would require the affirmative vote of at least two-thirds of the total voting power of all then-outstanding shares of New Elroy Air to amend, alter, repeal or rescind certain provisions of the Proposed Charter.

•        Proposal 5D — The Proposed Charter would require the affirmative vote of at least two-thirds of the total voting power of all the outstanding shares of capital stock of New Elroy Air entitled to vote generally in the election of directors, to remove a director, with or without cause.

•        Proposal 5E — The Proposed Charter would prohibit stockholder action by written consent in lieu of a meeting and require stockholders to take action at an annual or special meeting.

•        Proposal 5F — The Proposed Charter would (1) change the corporate name from “Inflection Point Acquisition Corp. VII” to “Elroy Air, Inc.”, (2) make New Elroy Air’s corporate existence perpetual and (3) remove certain provisions related to Inflection Point’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

Recommendation of the Inflection Point Board

THE INFLECTION POINT BOARD UNANIMOUSLY RECOMMENDS THAT INFLECTION POINT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADVISORY ORGANIZATIONAL DOCUMENTS PROPOSALS.

The existence of financial and personal interests of one or more of Inflection Point’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor, Inflection Point Fund and Inflection Point’s officers also have interests in the Business Combination that may conflict with your interests as a shareholder. See the section of this proxy statement/prospectus entitled “The Business Combination Proposal — Interests of Certain Inflection Point Persons in the Business Combination” for a further discussion of these considerations.

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PROPOSAL NO. 6 — THE DIRECTOR ELECTION PROPOSAL

Election of Directors

Pursuant to the Business Combination Agreement, Inflection Point has agreed to take all necessary action, including causing the members of the Inflection Point Board to resign, so that effective at the Closing, the entire New Elroy Air Board will consist of seven individuals, a majority of whom will be independent directors in accordance with the requirements of the Nasdaq. The directors will consist of seven (7) members, with each director having a term that expires at our annual meeting of stockholders and when his or her respective successor is duly elected and qualified or upon his or her earlier resignation, death, disqualification or removal.

Inflection Point is proposing the approval by ordinary resolution of the election of the following seven individuals, who will take office immediately following the Closing and who will constitute all the members of the New Elroy Air Board: Andrew Clare, David Merrill, Dean Donovan, [•], [•], [•], and [•].

If elected, each director of the Company will hold office until the expiration of the term for which he or she is elected and until his or her successor has been duly elected and qualified or until his or her earlier resignation, death, disqualification or removal. In addition, it is anticipated that [•] will be designated as Chairman of the New Elroy Air Board. Each of [•], [•], [•], [•], and [•] are expected to qualify as an independent director under Nasdaq listing standards.

There are no family relationships among any of the Company’s directors and executive officers.

Subject to other provisions in the Proposed Charter, the number of directors that constitutes the entire New Elroy Air Board will be fixed solely by resolution of the New Elroy Air Board. Each director of the Company will hold office until the expiration of the term for which he or she is elected and until his or her successor has been duly elected and qualified or until his or her earlier resignation, death, disqualification or removal.

Under the Proposed Charter, and subject to the rights of holders of New Elroy Air Preferred Stock with respect to the election of directors, the directors of the Company will not be classified. The directors of the Company will serve until the first annual meeting of stockholders of Company to be held following the date of Closing and until any such director’s successor is elected and qualified, subject to such director’s earlier death, disqualification, resignation or removal.

No decrease in the number of directors constituting the New Elroy Air Board will shorten the term of any incumbent director.

Subject to the rights of holders of any series of New Elroy Air Preferred Stock with respect to the election of directors, any director or the entire board may be removed from office by the stockholders of the Company, with or without cause, by the affirmative vote of at least two-thirds of the total voting power of all the outstanding shares of capital stock of New Elroy Air entitled to vote generally in the election of directors, at a meeting duly called for that purpose. Vacancies occurring on the New Elroy Air Board for any reason and newly created directorships resulting from an increase in the authorized number of directors may be filled only by vote of a majority of the remaining members of the New Elroy Air Board, although less than a quorum, or by a sole remaining director, and not by stockholders of the Company. A person so elected by the New Elroy Air Board to fill a vacancy or newly created directorship will hold office until such director’s successor is elected and qualified, subject to such director’s earlier death, disqualification, resignation, or removal.

The Director Election Proposal is conditioned on the approval of each of the Condition Precedent Proposals. Therefore, if each of the Condition Precedent Proposals is not approved, the Director Election Proposal will have no effect, even if approved by the holders of the Inflection Point Class B Shares.

The Inflection Point Board knows of no reason why any of the nominees will be unavailable or decline to serve as a director. The information presented below is as of the record date and is based in part on information furnished by the nominees and in part from the Company’s and Elroy Air’s records.

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Information about Officers, Directors and Nominees

At the effective time of the Business Combination, in accordance with the terms of the Business Combination Agreement and assuming the election of the nominees set forth in this section, the members of the New Elroy Air Board and officers of the Company will be as follows:

Name		Age		Position
Andrew Clare		[•]		Chief Executive Officer, Director Nominee
David Merrill		[•]		Director Nominee
Dean Donovan		[•]		Director Nominee
[•]		[•]		Director Nominee
[•]		[•]		Director Nominee
[•]		[•]		Director Nominee
[•]		[•]		Director Nominee

There is no arrangement or understanding between the persons described above and any other person pursuant to which the person was selected to his or her office or position.

For more information about the anticipated members of the New Elroy Air Board and officers of New Elroy Air following the Closing, see the sections entitled “Management of the Company Following the Business Combination — Officers, Directors and Key Employees” and “Information About Inflection Point — Directors and Executive Officers” and “— Executive and Director Compensation”.

Vote Required for Approval

The approval of the Director Election Proposal requires an ordinary resolution of the holders of Inflection Point Class B Shares, being the affirmative vote of holders of at least a simple majority of the Inflection Point Class B Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. The holders of Inflection Point Class A Shares will have no right to vote on the Director Election Proposal, in accordance with Article 30.1 of the Cayman Constitutional Documents.

In the event that one or more nominees is not elected under the Director Election Proposal, the Inflection Point Board is permitted under Article 31 of the Cayman Constitutional Documents to appoint any person to be a director.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the persons named below be elected to serve on the New Elroy Air Board upon the Closing of the Business Combination:

Andrew Clare

David Merrill

Dean Donovan

[•]

[•]

[•]

[•]

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Recommendation of the Inflection Point Board

THE INFLECTION POINT BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” ELECTION OF EACH OF THE DIRECTOR NOMINEES TO THE NEW ELROY AIR BOARD.

The existence of financial and personal interests of Inflection Point’s directors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor, Inflection Point Fund and Inflection Point’s officers also have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “Proposal No. 1 — The Business Combination Proposal — Certain Interests of Inflection Point’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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PROPOSAL NO. 7 — THE NEW ELROY AIR INCENTIVE PLAN PROPOSAL

Overview

Inflection Point is asking its shareholders to approve the New Elroy Air 2026 Equity Incentive Plan (the “New Equity Incentive Plan”). The New Equity Incentive Plan is being adopted in connection with the Business Combination Agreement and will become effective upon the Closing. The 2016 Plan will expire as of the effective date of the proposed Business Combination (the “Effective Date”) and no awards will be granted under the 2016 Plan following its termination. The New Equity Incentive Plan, if approved by shareholders, will allow New Elroy Air to provide equity awards to eligible service providers of New Elroy Air as part of New Elroy Air’s compensation program, an important tool for motivating, attracting and retaining talented employees and for providing incentives that promote the Company’s business and increased shareholder value. Non-approval of the New Equity Incentive Plan will compel New Elroy Air to significantly increase the cash component of employee compensation following the Closing to continue to attract and retain highly talented personnel because New Elroy Air would need to replace components of compensation the Company previously delivered in equity awards, which would therefore reduce New Elroy Air’s operating cash flow.

Both of the boards of directors of Inflection Point and Elroy Air believe that long-term incentive compensation programs help align more closely the interests of management, employees and shareholders to create long-term shareholder value. Equity plans such as the New Equity Incentive Plan will increase New Elroy Air’s ability to achieve this objective and, by allowing for several different forms of long-term incentive awards, will help New Elroy Air to recruit, reward, motivate, and retain talented personnel. Both boards of directors of Inflection Point and Elroy Air believe that the approval of the New Equity Incentive Plan is essential to New Elroy Air’s continued success, and in particular, New Elroy Air’s ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor markets in which New Elroy Air will compete. Such awards also are crucial to New Elroy Air’s ability to motivate employees to achieve its goals.

Summary of the New Equity Incentive Plan

The following paragraphs provide a summary of the principal features of the New Equity Incentive Plan and its operation. However, this summary is not a complete description of all of the provisions of the New Equity Incentive Plan and is qualified in its entirety by the specific language of the New Equity Incentive Plan. A copy of the New Equity Incentive Plan is attached to this proxy statement/prospectus as Annex G.

Types of Awards

The grant of a benefit or award under the New Equity Incentive Plan is referred to as an “award.” Awards may be granted in the form of Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards.

Purposes of the New Equity Incentive Plan

The purpose of the New Equity Incentive Plan will be to advance the interests of New Elroy Air and its shareholders by providing an incentive to attract, retain and reward persons performing services for New Elroy Air and by motivating such persons to contribute to the growth and profitability of New Elroy Air.

Eligibility

The New Equity Incentive Plan permits the grant of incentive stock options, within the meaning of Section 422 of the Code, to New Elroy Air’s employees and any of its parent and subsidiary corporations’ employees, and the grant of nonstatutory stock options, restricted stock, RSUs, stock appreciation rights and performance awards to employees, directors and consultants of New Elroy Air and employees and consultants of any of its parents or subsidiaries.

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Following the Closing, we expect New Elroy Air to have [•] non-employee directors, and approximately [•] employees (including employee directors) and approximately [•] consultants who will be eligible to receive awards under the New Equity Incentive Plan.

Authorized Shares

Subject to the adjustment provisions contained in the New Equity Incentive Plan and the evergreen provision described below, a total of [12]% of the number of fully-diluted shares of New Elroy Air Common Stock outstanding as of immediately after the Closing (assuming all shares of Common Stock reserved under the Plan have been issued, rounded up to the nearest whole share), will be initially reserved for issuance pursuant to the New Equity Incentive Plan, subject to a maximum of [•] shares.

For purposes of the New Equity Incentive Plan, the calculation of our fully-diluted shares will include (i) outstanding shares of preferred stock and common stock, (ii) shares subject to outstanding compensatory equity awards (with performance-based awards calculated at the “target” level of achievement) and (iii) shares subject to other outstanding equity securities and the conversion of all convertible securities into shares of New Elroy Air Common Stock. Assuming there are no redemptions in connection with the Business Combination, the estimated number of fully-diluted shares (calculated including preferred stock on an as-converted basis and assuming all shares of New Elroy Air Common Stock reserved under the New Equity Incentive Plan have been issued) as of the closing of the Business Combination will be [•] shares; therefore, the maximum potential initial share limit for the New Equity Incentive Plan as of the Closing of the Business Combination will be [•] shares.

The maximum number of shares that may be delivered pursuant to the exercise of incentive stock options granted under the New Equity Incentive Plan is [•] shares (but in no event will be a number of shares greater than the applicable aggregate share reserve limit).

[The number of shares available for issuance under the New Equity Incentive Plan also will include an annual increase, or the evergreen feature, on the first day of each calendar year beginning January 1, 2027 and ending on and including January 1, 2036, equal to (i) 5% of the aggregate number of shares of New Elroy Air Common Stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares, if any, as the New Elroy Air Board may determine.]

Shares issuable under the New Equity Incentive Plan may be authorized, but unissued, or reacquired shares of New Elroy Air Common Stock.

Shares subject to awards granted under New Equity Incentive Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under our New Equity Incentive Plan. Additionally, with respect to awards previously granted under our 2016 Plan and which are granted under our New Equity Incentive Plan, any shares subject to such awards that we repurchase or that are forfeited, as well as shares used to pay the exercise price of an award or to satisfy the tax withholding obligations to an award, and any shares subject to such awards which are not issued because the award is settled in cash, or because the award expires or otherwise terminates without all the shares having been issued, will become available for future grant under the New Equity Incentive Plan.

If any dividend or other distribution (whether in cash, shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, reclassification, repurchase, or exchange of shares or other securities of New Elroy Air, or other change in the corporate structure of New Elroy Air affecting the shares (other than any ordinary dividends or other ordinary distributions), the committee may, to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the New Equity Incentive Plan, adjust the number and class of shares that may be delivered under the New Equity Incentive Plan; the number, class, and price of shares covered by each outstanding award; and the numerical share limits contained in the New Equity Incentive Plan.

Plan Administration

The New Elroy Air Board or one or more committees appointed by the New Elroy Air Board will have authority to administer the New Equity Incentive Plan. The compensation committee of the New Elroy Air Board initially will administer the New Equity Incentive Plan. In addition, to the extent it is desirable to qualify transactions under the

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New Equity Incentive Plan as exempt under Rule 16b-3 of the Exchange Act, such transactions will be structured to satisfy the requirements for exemption under Rule 16b-3. Subject to the provisions of the New Equity Incentive Plan, the committee has the power to administer the New Equity Incentive Plan and make all determinations deemed necessary or advisable for administering the New Equity Incentive Plan, including the power to determine the fair market value of the Combined Company Common Stock, select the service providers to whom awards may be granted, determine the number of shares or dollar amounts covered by each award, approve forms of award agreements for use under the New Equity Incentive Plan, determine the terms and conditions of awards (including the exercise price, the time or times at which awards may be exercised, any vesting acceleration or waiver or forfeiture restrictions and any restriction or limitation regarding any award or the shares relating thereto), construe and interpret the terms of the New Equity Incentive Plan and awards granted under it, prescribe, amend and rescind rules and regulations relating to the New Equity Incentive Plan, including creating sub-plans, modify or amend each award, and allow a participant to defer the receipt of payment of cash or the delivery of shares that otherwise would be due to such participant under an award.

Stock Option and SAR Repricing

The New Equity Incentive Plan expressly provides that the committee has the authority to provide for any of the following with respect to underwater stock options or stock appreciation rights, as determined in its sole discretion:

(1) either the cancellation of such outstanding options or stock appreciation rights in exchange for the grant of new options or stock appreciation rights at a lower exercise price or the amendment of outstanding options or stock appreciation rights to reduce the exercise price, (2) the issuance of new full value awards in exchange for the cancellation of such outstanding options or stock appreciation rights, or (3) the cancellation of such outstanding options or stock appreciation rights in exchange for payments in cash.

Stock Options

New Elroy Air Options may be granted under the New Equity Incentive Plan. The per share exercise price of options granted under the New Equity Incentive Plan generally must be equal to at least 100% of the fair market value of a share of New Elroy Air Common Stock on the date of grant. As of [___], 2026 the closing price of Inflection Point’s Common Stock was $____ per share.

The term of an option may not exceed ten years. With respect to any participant who owns more than 10% of the voting power of all classes of Combined Company’s (or any of its parent’s or subsidiary’s) outstanding stock, the term of an incentive stock option granted to such participant must not exceed five years and the per share exercise price must equal at least 110% of the fair market value of a share of New Elroy Air Common Stock on the grant date. The committee will determine the methods of payment of the exercise price of an option, which may include cash, certain shares of New Elroy Air Common Stock, cashless exercise, net exercise, as well as other types of consideration permitted by applicable law.

After the cessation of service of an employee, director or consultant, he or she may exercise his or her option, to the extent then vested, for the period of time stated in his or her option agreement. In the absence of a specified time in an award agreement, if such cessation is due to disability, the option will remain exercisable, to the extent then vested for twelve months, and if the cessation is due to death, the option will remain exercisable, to the extent then vested for eighteen months. If such cessation is due to any reason other than cause, in the absence of a specified time in an award agreement, the option will remain exercisable, to the extent then vested, for three months following the cessation of service. If such cessation is for cause, the entirety of the option is automatically forfeited upon termination. An option, however, may not be exercised later than the expiration of its term. Subject to the provisions of the New Equity Incentive Plan, the committee determines the terms of options. Until shares are issued under an option, the participant will not have any right to vote or receive dividends or have any other rights as a shareholder with respect to such shares, and no adjustment will be made for a dividend or other right for which the record date is before the date such shares are issued, except as provided in the New Equity Incentive Plan, as summarized further above.

Stock Appreciation Rights

Stock appreciation rights may be granted under the New Equity Incentive Plan. Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of New Elroy Air Common Stock between the exercise date and the date of grant. Stock appreciation rights may be granted in tandem with all or any portion of a related option (a “Tandem SAR”) or may be granted independently of any option (a “Freestanding SAR”). A Tandem SAR may only be granted concurrently with the grant of the related option. A Tandem SAR shall terminate and cease to

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be exercisable no later than the date on which the related Option expires or is terminated or canceled, and upon the exercise of an Option related to a Tandem SAR as to some or all of the shares subject to such option, the related Tandem SAR shall be canceled automatically as to the number of shares with respect to which the related option was exercised. Unless otherwise specified by the committee in the grant of a Freestanding SAR, each Freestanding SAR shall terminate ten (10) years after the effective date of grant of the SAR. After the cessation of service of an employee, director or consultant, he or she may exercise his or her stock appreciation right for the period of time stated in his or her stock appreciation rights agreement. In the absence of a specified time in an award agreement, if such cessation is due to disability, the stock appreciation right will remain exercisable, to the extent then vested for twelve months, and if the cessation is due to death, the stock appreciation right will remain exercisable, to the extent then vested for eighteen months. In all other cases, in the absence of a specified time in an award agreement, the stock appreciation rights will remain exercisable for three months following the cessation of service. However, in no event may a stock appreciation right be exercised later than the expiration of its term. Subject to the provisions of the New Equity Incentive Plan, the committee determines the terms of stock appreciation rights, including when such rights become exercisable and whether to pay any increased appreciation in cash or with shares of New Elroy Air Common Stock, or a combination of both, except that the per-share exercise price for the shares to be issued pursuant to the exercise of a stock appreciation right generally will be no less than 100% of the fair market value per share on the date of grant. Until shares are issued under a stock appreciation right, the participant will not have any right to vote or receive dividends or have any other rights as a shareholder with respect to such shares, and no adjustment will be made for a dividend or other right for which the record date is before the date such shares are issued, except as provided in the New Equity Incentive Plan, as summarized further above.

Restricted Stock

Restricted stock may be granted under the New Equity Incentive Plan. Restricted stock awards are grants of shares of New Elroy Air Common Stock that may have vesting requirements under any such terms and conditions established by the committee. The committee will determine the number of shares of restricted stock granted to any employee, director or consultant and, subject to the provisions of the New Equity Incentive Plan, will determine the terms and conditions of such awards. The committee may impose whatever restrictions on transferability, forfeiture provisions or other restrictions or vesting conditions (if any) it determines to be appropriate (for example, the committee may set restrictions based on the achievement of specific performance goals or continued service to us). The committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed. The committee may determine that an award of restricted stock will not be subject to any period of restriction and consideration for such award is paid for by past services rendered as a service provider. Recipients of restricted stock awards generally will have voting rights and rights to dividends and other distributions with respect to such shares upon grant, unless the committee provides otherwise. If such dividends or distributions are paid in shares, the shares will be subject to the same restrictions on transferability and forfeitability as the share of restricted stock with respect to which they were paid. Shares of restricted stock that do not vest are subject to the right of repurchase or forfeiture.

Restricted Stock Units (RSUs)

RSUs may be granted under the New Equity Incentive Plan. Each RSU is a bookkeeping entry representing an amount equal to the fair market value of one share of New Elroy Air Common Stock. Subject to the provisions of the New Equity Incentive Plan, the committee determines the terms and conditions of RSUs, including any vesting criteria and the form and timing of payment. The committee may set vesting criteria based upon the achievement of company-wide, divisional, business unit, or individual goals (including continued employment or service), applicable federal or state securities laws or any other basis determined by the committee in its discretion. The committee, in its sole discretion, may pay earned RSUs in the form of cash, shares, or a combination of both. Notwithstanding the foregoing, the committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed.

Performance Awards

Performance awards may be granted under the New Equity Incentive Plan. Performance awards are awards that may be earned in whole or in part on the attainment of performance goals or other vesting criteria that the committee may determine, and that may be denominated in cash or stock. Each performance award will have an initial value that is determined by the committee. Subject to the terms and conditions of the New Equity Incentive Plan, the committee determines the terms and conditions of performance awards, including any vesting criteria and form and timing of payment. The committee may set vesting criteria based upon the achievement

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of company-wide, divisional, business unit, or individual goals (including continued employment or service), applicable federal or state securities laws or any other basis determined by the committee in its discretion. The committee, in its sole discretion, may pay earned performance awards in the form of cash, shares, or a combination of both. Notwithstanding the foregoing, the committee, in its sole discretion, may accelerate the time at which any restrictions will lapse or be removed.

Non-Employee Director Compensation Limits

All non-employee directors will be eligible to receive all types of awards (except for incentive stock options) under the New Equity Incentive Plan. The New Equity Incentive Plan provides that in any one year period measured commencing on the date of our annual meeting of shareholders for a particular year that is held following the Closing of the Business Combination and ending on the day immediately prior to the date of our annual meeting of shareholders for the next subsequent year, the maximum number of shares of common stock subject to stock awards granted under the New Equity Incentive Plan or otherwise during any period to any non-employee director, taken together with any cash fees paid by us to such non-employee director during such period for service on the board of directors (but excluding any expense reimbursements or distributions from any deferred compensation program applicable to the non-employee director), will not exceed $750,000 in total value, or $1,000,000 in total value for the year in which the non-employee director is first appointed or elected to the board (calculating the value of any such stock awards based on the grant date fair value of such stock awards for financial reporting purposes). Any awards or other compensation provided to an individual for his or her services as an employee or a consultant (other than an outside director), or before the Closing, will not count toward this limit. This maximum limit provision does not reflect the intended size of any potential grants or a commitment to make grants to the non-employee directors under the New Equity Incentive Plan in the future.

Non-Transferability of Awards

Unless the committee provides otherwise, the New Equity Incentive Plan generally will not allow for the transfer of awards other than by will or the laws of descent and distribution or pursuant to a domestic relations order, and only the recipient of an award may exercise an award during his or her lifetime. If the committee makes an award transferable, such award will contain such additional terms and conditions as the committee deems appropriate.

Merger or Change in Control

The New Equity Incentive Plan provides that in the event of New Elroy Air’s change in control, as defined in the New Equity Incentive Plan, each outstanding award will be treated as the committee determines in accordance with the definitive agreement entered into in connection with such change in control, without a participant’s consent. The administrator may provide that awards granted under the New Equity Incentive Plan will be assumed or substituted by substantially equivalent awards, be terminated immediately before the change in control in exchange for no consideration or for such consideration as determined by the committee, become vested and exercisable or payable and be terminated in connection with the change in control, be terminated in exchange for cash or other property or any combination of the above. The committee is not required to treat all awards, all awards held by a participant, all portions of awards, or all awards of the same type, similarly.

The committee may provide for the acceleration of vesting or settlement of any or all outstanding awards upon such terms and to such extent as it determines. In addition, in the event of a change in control, awards granted to a non-employee director will fully vest.

Forfeiture and Clawback

Awards will be subject to any clawback policy we may adopt pursuant to the listing standards of any national securities exchange or association on which New Elroy Air securities are listed or as is otherwise required by applicable laws. The committee also may specify in an award agreement that the participant’s rights, payments and benefits with respect to an award will be subject to reduction, cancellation, forfeiture, recoupment, reimbursement, or reacquisition upon the occurrence of certain specified events. The committee may require a participant to forfeit or return to New Elroy Air or reimburse New Elroy Air for all or a portion of the award and any amounts paid under the award in order to comply with any clawback policy of New Elroy Air as described in the first sentence of this paragraph or with applicable laws.

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Amendment or Termination

The New Equity Incentive Plan will become effective upon the Closing and will continue in effect until terminated by the committee. However, no incentive stock options may be granted after the ten-year anniversary of the earlier of the date the committee most recently approved the applicable number of shares issuable pursuant to exercises of incentive stock options, or the date stockholders most recently approved the maximum applicable number of shares issuable pursuant to exercise of incentive stock options. In addition, the committee will have the authority to amend, suspend, or terminate the New Equity Incentive Plan or any part of the New Equity Incentive Plan, at any time and for any reason, but such action generally may not materially impair the rights of any participant without his or her written consent.

Summary of U.S. Federal Income Tax Consequences

The following summary is intended only as a general guide to the U.S. federal income tax consequences of participation in the New Equity Incentive Plan. The summary is based on existing U.S. laws and regulations as of the date of this proxy statement/prospectus, and there can be no assurance that those laws and regulations will not change in the future. The summary does not purport to be complete and does not discuss the tax consequences upon a participant’s death, or the provisions of the income tax laws of any municipality, state or non-U.S. jurisdiction in which the participant may reside. As a result, tax consequences for any particular participant may vary based on individual circumstances.

Incentive Stock Options

A participant generally recognizes no taxable income for ordinary income tax purposes as a result of the grant or exercise of an option that qualifies as an incentive stock option under Section 422 of the Code. If a participant exercises the option and then later sells or otherwise disposes of the shares acquired through the exercise of the option after both the two-year anniversary of the date the option was granted and the one-year anniversary of the date of exercise of the option, the participant will recognize a capital gain or loss equal to the difference between the sale price of the shares and the exercise price.

However, if the participant disposes of such shares either on or before the two-year anniversary of the date of grant or on or before the one-year anniversary of the date of exercise of the option (a “disqualifying disposition”), any gain up to the excess of the fair market value of the shares on the date of exercise over the exercise price generally will be taxed as ordinary income, unless the shares are disposed of in a transaction in which the participant would not recognize a gain (such as a gift). Any gain in excess of that amount will be a capital gain. If a loss is recognized with respect to the share disposition, there will be no ordinary income, and such loss will be a capital loss.

For purposes of the alternative minimum tax, the difference between the option exercise price and the fair market value of the shares on the date of exercise of the option is treated as an adjustment item in computing the participant’s alternative minimum taxable income in the year of exercise (unless the shares are disposed of in the same year as the option exercise). In addition, special alternative minimum tax rules may apply to certain subsequent disqualifying dispositions of the shares or provide certain basis adjustments or tax credits.

Nonstatutory Stock Options

A participant generally recognizes no taxable income for ordinary income tax purposes as a result of the grant of such an option. However, upon exercising the option, the participant generally recognizes ordinary income equal to the amount that the fair market value of the shares on such date exceeds the exercise price. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. Upon the sale or other disposition of the shares acquired by the exercise of a nonstatutory stock option, any gain or loss (based on the difference between the sale price and the fair market value on the exercise date) will be taxed as capital gain or loss.

Stock Appreciation Rights

In general, no taxable income for ordinary income tax purposes is reportable when a stock appreciation right is granted to a participant. Upon exercise, the participant generally will recognize ordinary income in an amount equal to the fair market value of any shares received. Any additional gain or loss recognized upon any later disposition of the shares would be capital gain or loss.

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Restricted Stock Awards

A participant acquiring shares of restricted stock generally will recognize ordinary income equal to the fair market value of the shares on the vesting date. If the participant is an employee, such ordinary income generally is subject to withholding of income and employment taxes. The participant, pursuant to Section 83(b) of the Code, may elect to accelerate the ordinary income tax event to the date of acquisition of the shares by filing an election with the IRS generally no later than thirty days after the date the shares are acquired. Upon the sale of shares acquired pursuant to a restricted stock award, any gain or loss, based on the difference between the sale price and the fair market value on the date the ordinary income tax event occurs, will be taxed as capital gain or loss.

Restricted Stock Units and Performance Awards

There generally are no immediate tax consequences of receiving an award of RSUs or a performance award. A participant who is granted RSUs or performance awards generally will be required to recognize ordinary income in an amount equal to the fair market value of shares issued to such participant at the time of settlement of the award upon vesting. If the participant is an employee, generally such ordinary income is subject to income tax withholding and certain employment tax withholdings also would apply to the shares that vest. Any additional gain or loss recognized upon any later disposition of any shares received would be capital gain or loss.

Section 409A

Section 409A of the Code provides certain requirements for non-qualified deferred compensation arrangements with respect to an individual’s deferral and distribution elections and permissible distribution events. Awards with a deferral feature granted under the New Equity Incentive Plan to a participant subject to U.S. income tax will be subject to the requirements of Section 409A. If an award is subject to and fails to satisfy the requirements of Section 409A, the recipient of that award may recognize ordinary income on the amounts deferred under the award, to the extent vested, which may be prior to when the compensation is actually or constructively received. Also, if an award that is subject to Section 409A fails to comply with Section 409A’s provisions, Section 409A imposes an additional 20% federal income tax on compensation recognized as ordinary income, as well as interest on such deferred compensation.

Medicare Surtax

In addition, a participant’s annual “net investment income,” as defined in Section 1411 of the Code, may be subject to a 3.8% U.S. federal surtax. Net investment income may include capital gain and/or loss arising from the disposition of shares of New Elroy Air Common Stock issued pursuant to awards under the New Equity Incentive Plan. Whether a participant’s net investment income will be subject to this surtax will depend on the participant’s level of annual income and other factors.

Tax Effects for New Elroy Air

New Elroy Air generally will be entitled to a tax deduction in connection with an award under the New Equity Incentive Plan in an amount equal to the ordinary income realized by a participant and at the time the participant recognizes such income (for example, the exercise of a nonstatutory stock option) except to the extent such deduction is limited by applicable provisions of the Code. Special rules limit the deductibility of compensation paid to New Elroy Air’s chief executive officer and certain “covered employees” as determined under Section 162(m) of the Code and applicable guidance. Under Section 162(m) of the Code, the annual compensation paid to any of these specified individuals will be deductible only to the extent that it does not exceed $1,000,000.

THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF U.S. FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMBINED COMPANY WITH RESPECT TO AWARDS UNDER THE NEW EQUITY INCENTIVE PLAN. IT DOES NOT PURPORT TO BE COMPLETE AND DOES NOT DISCUSS THE IMPACT OF EMPLOYMENT OR OTHER TAX REQUIREMENTS, THE TAX CONSEQUENCES OF A PARTICIPANT’S DEATH, OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR NON-U.S. JURISDICTION IN WHICH THE PARTICIPANT MAY RESIDE.

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Number of Awards Granted to Employees, Consultants and Directors

The number of awards that an employee, director, or consultant may receive under the New Equity Incentive Plan is in the discretion of the committee and therefore cannot be determined in advance. Inflection Point previously has not sponsored an equity incentive plan, and, therefore, the aggregate number of shares of the New Elroy Air Common Stock which would have been received by or allocated to New Elroy Air’s named executive officers; executive officers, as a group, directors who are not executive officers, as a group, and all other current employees who are not executive officers, as a group is not determinable. No Awards have been previously granted under the New Equity Incentive Plan which are contingent upon approval of the Incentive Plan Proposal.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the New Equity Incentive Plan, in the form attached to the proxy statement/prospectus as Annex G, be adopted and approved.”

Vote Required for Approval

The approval of the Incentive Plan Proposal requires an ordinary resolution under the Companies Act, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal. Broker non-votes are not considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting, and otherwise will have no effect on a particular proposal under Cayman Islands law, assuming a valid quorum is established. The Incentive Plan Proposal is conditioned on the approval of the Condition Precedent Proposals. If the Condition Precedent Proposals are not approved, the Incentive Plan Proposal will not be presented at the extraordinary general meeting. The Incentive Plan Proposal will only become effective if the Business Combination is completed.

Recommendation of the Inflection Point Board

THE INFLECTION POINT BOARD UNANIMOUSLY RECOMMENDS THAT INFLECTION POINT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE PLAN PROPOSAL.

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PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal allows the chairman of the Inflection Point Board to submit a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary, or convenient, (i) to permit further solicitation and vote of proxies in the event that, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary general meeting to approve the Condition Precedent Proposals, (ii) if Inflection Point determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Merger or any other Transaction. The purpose of the Adjournment Proposal is to permit further solicitation of proxies and votes and to provide additional time for the Sponsor, Inflection Point and their members and shareholders, respectively, to make purchases of Inflection Point Ordinary Shares or other arrangements that would increase the likelihood of obtaining a favorable vote on the proposals to be put to the extraordinary general meeting. See “Proposal No. 1 — The Business Combination Proposal — Certain Interests of Inflection Point’s Directors and Officers and Others in the Business Combination”.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is presented to the extraordinary general meeting and is not approved by the shareholders, the chairman of the Inflection Point Board may not be able to adjourn the extraordinary general meeting to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary general meeting to approve the Condition Precedent Proposals. In such events, the Business Combination would not be completed.

Vote Required for Approval

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the Inflection Point Ordinary Shares who, being present in person or by proxy and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on a particular proposal.

The Adjournment Proposal is not conditioned upon any other proposal.

Resolution to be Voted Upon

The full text of the resolution to be passed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates, if necessary, or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the extraordinary general meeting, (ii) if Inflection Point determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Merger or any other transaction contemplated by the Business Combination Agreement or the related agreements, be approved.”

Recommendation of the Inflection Point Board

THE INFLECTION POINT BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

The existence of financial and personal interests of Inflection Point’s directors may result in a conflict of interest on the part of one or more of the directors between what he, she or they may believe is in the best interests of Inflection Point and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, the Sponsor, Inflection Point Fund and Inflection Point’s officers also have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Certain Interests of Inflection Point’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a summary of certain material U.S. federal income tax considerations (a) for U.S. Holders and Non-U.S. Holders (each as defined below, and together, “Holders”) of Inflection Point Class A Shares and Inflection Point Warrants (each, an “Inflection Point Security”) of the Domestication, (b) for Holders of Inflection Point Class A Shares that exercise their redemption rights in connection with the Business Combination, (c) for Holders of New Elroy Air Common Stock and New Elroy Air Warrants (each, a “New Elroy Air Security”) of the Merger, (d) for Holders of Elroy Air Common Stock of the Merger, and (e) for Holders of New Elroy Air Common Stock of the ownership and disposition of New Elroy Air Common Stock. With respect to the ownership and disposition of New Elroy Air Common Stock, this discussion is limited to New Elroy Air Common Stock received in connection with the Domestication or the Merger. This section applies only to Holders that hold their Inflection Point Securities, New Elroy Air Securities and Elroy Air Common Stock as “capital assets” for U.S. federal income tax purposes (generally, property held for investment).

This discussion does not address the U.S. federal income tax consequences (i) to the Sponsor or its affiliates or any other sponsor, officers or directors of Inflection Point, (ii) to any person holding Founder Shares, Private Placement Units, Series A Preferred Stock, New Elroy Air Series A Investor Warrants, Pre-Funded Convertible Notes, Pre-Funded Convertible Note Investor Warrants or any securities issued pursuant to the Closing PIPE Investment, (iii) to any Holder of Elroy Air Common Stock that exercises appraisal rights in connection with the Merger, or (iv) of the receipt of any earnout shares in connection with, and subsequent to, the transactions described herein. This discussion is limited to U.S. federal income tax considerations and does not address any estate, gift or other U.S. federal non-income tax considerations or considerations arising under the tax laws of any U.S. state, or local or non-U.S. jurisdiction. This discussion does not describe all of the U.S. federal income tax consequences that may be relevant to any particular investor in light of their particular circumstances, including the alternative minimum tax, the Medicare tax on certain investment income and the different consequences that may apply to investors subject to special rules under U.S. federal income tax law, such as:

•        banks, financial institutions or financial services entities;

•        broker-dealers;

•        taxpayers that are subject to the mark-to-market accounting rules with respect to the Inflection Point Securities or New Elroy Air Securities;

•        tax-exempt entities;

•        governments or agencies or instrumentalities thereof;

•        insurance companies;

•        regulated investment companies or real estate investment trusts;

•        partnerships (including entities or arrangements treated as partnerships for U.S. federal income tax purposes) or pass-through entities (including S Corporations), or persons that hold or will hold the Inflection Point Securities or New Elroy Air Securities through such partnerships or pass-through entities;

•        U.S. expatriates or former long-term residents of the United States;

•        except as specifically provided below, persons that actually or constructively own five percent or more (by vote or value) of Inflection Point Ordinary Shares, Elroy Air’s stock or New Elroy Air’s stock;

•        persons that acquired their Inflection Point Securities, Elroy Air Common Stock or New Elroy Air Securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation;

•        persons that hold or will hold their Inflection Point Securities, Elroy Air Common Stock or New Elroy Air Securities as part of a straddle, constructive sale, hedge, wash sale, conversion or other integrated or similar transaction;

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•        U.S. Holders whose functional currency is not the U.S. dollar; or

•        “specified foreign corporations” (including “controlled foreign corporations”), “passive foreign investment companies” or corporations that accumulate earnings to avoid U.S. federal income tax.

If a partnership (or any entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Inflection Point Securities, New Elroy Air Securities or Elroy Air Common Stock, the tax treatment of such partnership and a person treated as a partner of such partnership will generally depend on the status of the partner, the activities of the partnership and certain determinations made at the partner level. Partnerships holding any Inflection Point Securities, New Elroy Air Securities or Elroy Air Common Stock and persons that are treated as partners of such partnerships should consult their tax advisors as to the particular U.S. federal income tax consequences to them of the Domestication, the Merger, the exercise of redemption rights with respect to Inflection Point Class A Shares and the ownership and disposition of New Elroy Air Securities.

This discussion is based on the Code, Treasury Regulations promulgated thereunder, and judicial and administrative interpretations thereof, all as of the date hereof. All of the foregoing is subject to change, which change could apply retroactively and could affect the tax considerations described herein. Inflection Point has not sought, and does not intend to seek, any rulings from the IRS as to any U.S. federal income tax considerations described herein. Accordingly, there can be no assurance that the IRS will not take positions inconsistent with the considerations discussed below or that any such positions would not be sustained by a court.

THIS DISCUSSION IS ONLY A SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE DOMESTICATION, THE EXERCISE OF REDEMPTION RIGHTS WITH RESPECT TO INFLECTION POINT CLASS A ORDINARY SHARES, THE MERGER AND THE OWNERSHIP AND DISPOSITION OF NEW ELROY AIR SECURITIES. EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES TO SUCH HOLDER OF THE DOMESTICATION, THE EXERCISE OF REDEMPTION RIGHTS WITH RESPECT TO INFLECTION POINT CLASS A SHARES, THE MERGER AND THE OWNERSHIP AND DISPOSITION OF NEW ELROY AIR SECURITIES, AS APPLICABLE, INCLUDING THE APPLICABILITY AND EFFECTS OF U.S. FEDERAL, STATE AND LOCAL AND NON-U.S. TAX LAWS.

For purposes of this discussion, because the components of an Inflection Point Unit are generally separable at the option of the holder, the holder of an Inflection Point Unit generally should be treated, for U.S. federal income tax purposes, as the owner of the underlying Inflection Point Class A Share and Inflection Point Warrant components of the Inflection Point Unit, and the discussion below with respect to actual holders of Inflection Point Class A Shares and Inflection Point Warrants also should apply to holders of Inflection Point Units (as the deemed owners of the underlying Inflection Point Class A Shares and Inflection Point Warrants that constitute the Inflection Point Units). Accordingly, the separation of an Inflection Point Unit into one Inflection Point Class A Share and the one-third of one Inflection Point Warrant underlying the Inflection Point Unit generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position. Holders of Inflection Point securities are urged to consult their tax advisors concerning the U.S. federal, state, local and any non-U.S. tax consequences of the transactions contemplated by the Domestication and the Business Combination (including the exercise of any redemption rights) with respect to any Inflection Point Class A Shares and Inflection Point Warrants held through Inflection Point Units (including alternative characterizations of Inflection Point Units).

I.       TAX TREATMENT OF THE DOMESTICATION

The U.S. federal income tax consequences to the Holders of the Domestication will depend primarily upon whether the Domestication qualifies as a “reorganization” within the meaning of Section 368 of the Code.

Under Section 368(a)(1)(F) of the Code, a reorganization is a “mere change in identity, form, or place of organization of one corporation, however effected” (an “F Reorganization”). Pursuant to the Domestication, Inflection Point will change its jurisdiction of incorporation from the Cayman Islands to Delaware, and, in connection with the Closing, will be renamed “Elroy Air, Inc.”.

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Whether the Domestication will qualify as an F Reorganization is not free from doubt due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to an entity that holds only investment-type assets. White & Case will deliver an opinion that, based on customary assumptions, representations and covenants, the Domestication should qualify as an F Reorganization, which such opinion will be filed as Exhibit 8.1 to the registration statement of which this proxy statement/prospectus forms a part. The obligations of Inflection Point to undertake the Domestication and the Business Combination are not conditioned on the receipt of an opinion regarding the Domestication’s qualification as an F Reorganization. If any of the assumptions, representations or covenants on which the opinion is based is or becomes incorrect, incomplete, inaccurate or is otherwise not complied with, the validity of the opinion described above may be adversely affected and the tax consequences of the Domestication could differ from those described herein. An opinion of counsel represents counsel’s legal judgment and is not binding on the IRS or any court. Inflection Point has not requested, and does not intend to request, a ruling from the IRS as to the U.S. federal income tax consequences of the Domestication. Consequently, no assurance can be given that the IRS will not assert, or that a court would not sustain, a position contrary to any of those set forth below.

Assuming the Domestication qualifies as an F Reorganization, the Domestication should be treated for U.S. federal income tax purposes as if Inflection Point (a) transferred all of its assets and liabilities to New Elroy Air in exchange for all of the outstanding stock and rights of New Elroy Air; and (b) then distributed such shares of stock and rights of New Elroy Air to the holders of securities of Inflection Point in liquidation of Inflection Point. The taxable year of Inflection Point will be deemed to end on the date of the Domestication.

If the Domestication fails to qualify as an F Reorganization, a Holder of Inflection Point Securities generally would be treated for U.S. federal income tax purposes as having exchanged its Inflection Point Securities for New Elroy Air Securities in a taxable transaction. In such case, a Holder generally would recognize gain or loss in an amount equal to the difference between the fair market value of the New Elroy Air Securities received and such Holder’s adjusted tax basis in the Inflection Point Securities deemed surrendered in exchange therefor, and any such gain or loss generally would be capital gain or loss (subject to the PFIC rules discussed below). The particular tax consequences to each Holder would depend on such Holder’s specific facts and circumstances, including its holding period and tax basis in the relevant Inflection Point Securities.

Accordingly, each Holder of Inflection Point Securities is urged to consult its tax advisor with respect to the particular tax consequence of the Domestication to such Holder.

II.     U.S. HOLDERS

As used herein, a “U.S. Holder” is a beneficial owner of an Inflection Point Security, Elroy Air Common Stock or a New Elroy Air Security, as applicable, who or that is for U.S. federal income tax purposes a “U.S. person.” A U.S. person is for U.S. federal income tax purposes:

•        an individual who is a citizen or resident of the United States;

•        a corporation that is created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

•        an estate whose income is subject to U.S. federal income tax regardless of its source; or

•        a trust if (1) a U.S. court can exercise primary supervision over the administration of such trust and one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be treated as a United States person.

A.     Tax Effects of the Domestication to U.S. Holders of Inflection Point Securities

1.      Generally

Assuming the Domestication qualifies as an F Reorganization, U.S. Holders of Inflection Point Securities generally are not expected to recognize gain or loss for U.S. federal income tax purposes in connection with the Domestication, except as provided below under the sections entitled “— 3. Effects of Section 367 to U.S. Holders of Inflection Point Class A Shares” and “— 5. PFIC Considerations”.

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Subject to the discussion below under the section entitled “— 5. PFIC Considerations”, if the Domestication fails to qualify as an F Reorganization, a U.S. Holder of Inflection Point securities generally would recognize gain or loss with respect to its Inflection Point Securities in an amount equal to the difference, if any, between the fair market value of the corresponding New Elroy Air Securities received in the Domestication and the U.S. Holder’s adjusted tax basis in its Inflection Point Securities surrendered.

Although the redemptions of U.S. Holders that exercise redemption rights with respect to Inflection Point Class A Shares will occur prior to the Domestication, it is possible that the IRS could assert that for U.S. federal income tax purposes such redemptions should be treated as occurring after the Domestication. If such redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication, U.S. Holders exercising redemption rights would be subject to the potential tax consequences of the Domestication. All U.S. Holders considering exercising redemption rights with respect to Inflection Point Class A Shares are urged to consult with their tax advisors with respect to the potential tax consequences to them of the Domestication and exercise of redemption rights, including the possibility that the redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication despite the redemptions occurring in form prior to the Domestication.

2.      Basis and Holding Period Considerations

Assuming the Domestication qualifies as an F Reorganization, subject to the discussion below under the section entitled “— 5. PFIC Considerations”: (a) the tax basis of a share of New Elroy Air Common Stock or a New Elroy Air Warrant received by a U.S. Holder in the Domestication will equal the U.S. Holder’s tax basis in the Inflection Point Class A Share or Inflection Point Warrant surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder as a result of Section 367 of the Code (as discussed below) and (b) the holding period for a share of New Elroy Air Common Stock or a New Elroy Air Warrant received by a U.S. Holder will include such U.S. Holder’s holding period for the Inflection Point Class A Share or Inflection Point Warrant surrendered in exchange therefor.

If the Domestication fails to qualify as an F Reorganization, the U.S. Holder’s basis in the New Elroy Air Common Stock and New Elroy Air Warrants would be equal to the fair market value of such New Elroy Air Common Stock and New Elroy Air Warrants on the date of the Domestication, and such U.S. Holder’s holding period for such New Elroy Air Common Stock and New Elroy Air Warrants would begin on the day following the date of the Domestication. Holders who hold different blocks of Inflection Point Securities (generally, Inflection Point Securities purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them, and the discussion above does not specifically address all of the consequences to U.S. Holders who hold different blocks of Inflection Point Securities.

3.      Effects of Section 367 to U.S. Holders of Inflection Point Class A Shares

Section 367 of the Code applies to certain transactions involving foreign corporations, including a domestication of a foreign corporation in a transaction that qualifies as an F Reorganization. Subject to the discussion below under the section entitled “— 5. PFIC Considerations”, Section 367 of the Code imposes U.S. federal income tax on certain U.S. persons in connection with transactions that would otherwise be tax-deferred. Section 367(b) of the Code will generally apply to U.S. Holders on the date of the Domestication.

As noted above, although the redemptions of U.S. Holders that exercise redemption rights with respect to Inflection Point Class A Shares will occur prior to the Domestication, it is possible that the IRS could assert that for U.S. federal income tax purposes such redemptions should be treated as occurring after the Domestication. If such redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication, U.S. Holders exercising redemption rights would be subject to the potential tax consequences of the Domestication, and the determination of whether a U.S. Holder is a 10% U.S. Shareholder (as defined below) or is otherwise subject to Section 367 of the Code would be determined as if the redemptions had not yet occurred at the time of the Domestication. U.S. Holders should consult their tax advisors regarding the possibility that the redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication despite the redemptions occurring in form prior to the Domestication.

a.      U.S. Holders Who Own 10 Percent or More (By Vote or Value) of Inflection Point Ordinary Shares

Subject to the discussion below under the section entitled “— 5. PFIC Considerations”, a U.S. Holder who beneficially owns (directly, indirectly or constructively) ten percent (10%) or more of the total combined voting power of all classes of Inflection Point shares entitled to vote or ten percent (10%) or more of the total value of all classes of

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Inflection Point shares (a “10% U.S. Shareholder”) on the date of the Domestication must include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits amount” attributable to the Inflection Point Class A Ordinary Shares it directly owns within the meaning of Treasury Regulations under Section 367 of the Code. A U.S. Holder’s ownership of Inflection Point Warrants will be taken into account in determining whether such U.S. Holder is a 10% U.S. Shareholder. Complex attribution rules apply in determining whether a U.S. Holder is a 10% U.S. Shareholder and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

A 10% U.S. Shareholder’s “all earnings and profits amount” with respect to its Inflection Point Class A Shares is the net positive earnings and profits of Inflection Point (as determined under Treasury Regulations under Section 367 of the Code) attributable to such Inflection Point Class A Shares (as determined under Treasury Regulations under Section 367 of the Code) but without regard to any gain that would be realized on a sale or exchange of such Inflection Point Class A Shares. Treasury Regulations under Section 367 of the Code provide that the “all earnings and profits amount” attributable to a shareholder’s stock generally is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock (as defined in Treasury Regulations under Section 1248 of the Code) in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

[Inflection Point does not expect to have significant cumulative net earnings and profits on the date of the Domestication.] If Inflection Point’s cumulative net earnings and profits through the date of the Domestication is less than or equal to zero, then a 10% U.S. Shareholder should not be required to include in gross income an “all earnings and profits amount” with respect to its Inflection Point Class A Shares. However, the determination of earnings and profits is complex and may be impacted by numerous factors. Inflection Point’s cumulative net earnings and profits could be positive through the date of the Domestication, in which case a 10% U.S. Shareholder would be required to include its “all earnings and profits amount” in income as a deemed dividend deemed paid by Inflection Point under Treasury Regulations under Section 367 of the Code as a result of the Domestication.

b.      U.S. Holders Who Own Less Than 10% (By Vote or Value) of Inflection Point Ordinary Shares

Subject to the discussion below under the section entitled “— 5. PFIC Considerations”, a U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose Inflection Point Class A Ordinary Shares have a fair market value of $50,000 or more on the date of the Domestication will recognize gain (but not loss) with respect to its Inflection Point Class A Ordinary Shares in the Domestication or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder’s Inflection Point Class A Shares as described below.

Subject to the discussion below under the section entitled “— 5. PFIC Considerations”, unless a U.S. Holder makes the “all earnings and profits election” as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to New Elroy Air Common Stock received in the Domestication in an amount equal to the excess of the fair market value of such New Elroy Air Common Stock over the U.S. Holder’s adjusted tax basis in the Inflection Point Class A Shares deemed surrendered in exchange therefor. U.S. Holders who hold different blocks of Inflection Point Class A Shares (generally, Inflection Point Class A Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income as a deemed dividend deemed paid by Inflection Point the “all earnings and profits amount” attributable to its Inflection Point Class A Ordinary Shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:

(i)     a statement that the Domestication is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations);

(ii)    a complete description of the Domestication;

(iii)   a description of any stock, securities or other consideration transferred or received in the Domestication;

(iv)   a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;

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(v)    a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from Inflection Point (or New Elroy Air) establishing and substantiating the U.S. Holder’s “all earnings and profits amount” with respect to the U.S. Holder’s Inflection Point Class A Shares and (B) a representation that the U.S. Holder has notified Inflection Point (or New Elroy Air) that the U.S. Holder is making the election; and

(vi)   certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations.

In addition, the election must be attached by an electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return for the year of the Domestication, and the U.S. Holder must send notice of making the election to Inflection Point or New Elroy Air no later than the date such tax return is filed. In connection with this election, New Elroy Air will reasonably cooperate with U.S. Holders of Inflection Point Class A Shares, upon request, to make available to such requesting U.S. Holders information regarding Inflection Point’s earnings and profits.

Inflection Point does not expect to have significant cumulative earnings and profits through the date of the Domestication and if that proves to be the case, U.S. Holders who make this election are not expected to have a significant income inclusion under Section 367(b) of the Code, provided that the U.S. Holder properly executes the election and complies with the applicable notice requirements. However, as noted above, if it were determined that Inflection Point had positive earnings and profits through the date of the Domestication, a U.S. Holder that makes the election described herein could have an “all earnings and profits amount” with respect to its Inflection Point Class A Shares, and thus could be required to include that amount in income as a deemed dividend deemed paid by Inflection Point under applicable Treasury Regulations as a result of the Domestication.

EACH U.S. HOLDER IS URGED TO CONSULT ITS TAX ADVISOR REGARDING THE CONSEQUENCES TO IT OF MAKING AN ELECTION TO INCLUDE IN INCOME THE “ALL EARNINGS AND PROFITS AMOUNT” ATTRIBUTABLE TO ITS INFLECTION POINT CLASS A SHARES UNDER SECTION 367(b) OF THE CODE AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH AN ELECTION.

A U.S. Holder who, on the date of the Domestication, is not a 10% U.S. Shareholder and whose Inflection Point Class A Shares have a fair market value of less than $50,000 on the date of the Domestication generally should not be required to recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Code in connection with the Domestication. However, such U.S. Holder may be subject to taxation under the PFIC rules as discussed below under the section entitled “— 5. PFIC Considerations”.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE EFFECT OF SECTION 367 OF THE CODE TO THEIR PARTICULAR CIRCUMSTANCES.

4.      Tax Consequences for U.S. Holders of Inflection Point Warrants

Assuming the Domestication qualifies as an F Reorganization, subject to the considerations described above under the section entitled “— 3. Effects of Section 367 to U.S. Holders of Inflection Point Class A Ordinary Shares — a. U.S. Holders Who Own 10 Percent or More (By Vote or Value) of Inflection Point Shares” relating to a U.S. Holder’s ownership of Inflection Point Warrants being taken into account in determining whether such U.S. Holder is a 10% U.S. Shareholder for purposes of Section 367(b) of the Code and the considerations described below under the section entitled “— 5. PFIC Considerations” relating to the PFIC rules, a U.S. Holder of Inflection Point Warrants should not be subject to U.S. federal income tax with respect to the exchange of Inflection Point Warrants for New Elroy Air Warrants in the Domestication.

5.      PFIC Considerations

Regardless of whether the Domestication qualifies as an F Reorganization (and, if the Domestication qualifies as an F Reorganization, in addition to the discussion above under the section entitled “— 3. Effects of Section 367 to U.S. Holders of Inflection Point Class A Ordinary Shares”), the Domestication could be a taxable event to U.S. Holders under the PFIC provisions of the Code if Inflection Point is considered a passive foreign investment company (i.e., a PFIC).

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a.      Definition of a PFIC

A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (a) at least seventy five percent (75%) of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least twenty five percent (25%) of the shares by value, is passive income or (b) at least fifty percent (50%) of its assets in a taxable year (generally determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least twenty five percent (25%) of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business received from unrelated persons) and gains from the disposition of passive assets. The determination of whether a foreign corporation is a PFIC is made annually; further, once a foreign corporation is classified as a PFIC with respect to a U.S. Holder during any given year, it retains such classification for that U.S. Holder’s entire holding period.

b.      PFIC Status of Inflection Point

Because Inflection Point is a blank check company with no current active business prior to the Business Combination, and based upon the composition of its income and assets, and upon a review of its financial statements, Inflection Point believes that it likely has been a PFIC since its first taxable year and will likely be considered a PFIC for the taxable year which ends as a result of the Domestication. However, Inflection Point’s actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to Inflection Point’s status as a PFIC for the taxable year which ends as a result of the Domestication. In addition, Inflection Point’s U.S. counsel expresses no opinion with respect to Inflection Point’s PFIC status for any taxable year.

c.      Effects of PFIC Rules on the Domestication

Even if the Domestication qualifies as an F Reorganization, Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person who disposes of stock of a PFIC (including for this purpose, under a proposed Treasury Regulation that generally treats an “option” (which would include an Inflection Point Warrant) to acquire the stock of a PFIC as stock of the PFIC, exchanging warrants of a PFIC for newly issued warrants in connection with a domestication transaction) recognizes gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code. However, proposed Treasury Regulations under Section 1291(f) of the Code have been promulgated with a retroactive effective date. If finalized in their current form, those proposed Treasury Regulations would require gain recognition to U.S. Holders of Inflection Point Class A Shares and Inflection Point Warrants as a result of the Domestication if:

(i)     Inflection Point were classified as a PFIC at any time during such U.S. Holder’s holding period in such Inflection Point Class A Shares or Inflection Point Warrants; and

(ii)    the U.S. Holder had not timely made (a) a QEF Election (as defined below) for the first taxable year in which the U.S. Holder owned such Inflection Point Class A Ordinary Shares or in which Inflection Point was a PFIC, whichever is later (or a QEF Election along with a purging election), or (b) an MTM Election (as defined below) with respect to such Inflection Point Class A Ordinary Shares. Under current law, neither a QEF Election nor an MTM Election can be made with respect to warrants.

The tax on any such recognized gain would be imposed based on a complex set of computational rules designed to offset the tax deferral with respect to the undistributed earnings of Inflection Point. Under these rules (the “excess distributions regime”):

•        the U.S. Holder’s gain will be allocated ratably over the U.S. Holder’s holding period for such U.S. Holder’s Inflection Point Class A Shares or Inflection Point Warrants;

•        the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which Inflection Point was a PFIC, will be taxed as ordinary income;

•        the amount of gain allocated to each other taxable year (or portion thereof) of the U.S. Holder and included in such U.S. Holder’s holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

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•        an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year or portion thereof (described in the third bullet above) of such U.S. Holder.

In addition, the proposed Treasury Regulations provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations applied to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of the Code requires the U.S. Holder to recognize gain or include an amount in income as a deemed dividend deemed paid by Inflection Point, the gain realized on the transfer is taxable as an excess distribution under the excess distribution regime, and the excess, if any, of the amount to be included in income under Section 367(b) of the Code over the gain realized under these rules is taxable as provided under Section 367(b) of the Code. See the discussion above under the section entitled “— 3. Effects of Section 367 to U.S. Holders of Inflection Point Class A Shares”.

It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such final Treasury Regulations would apply. Therefore, U.S. Holders of Inflection Point Class A Shares that have not made a timely and effective QEF Election (or a QEF Election along with a purging election) or an MTM Election (each as defined below) may, pursuant to the proposed Treasury Regulations, be subject to taxation under the PFIC rules on the Domestication with respect to their Inflection Point Class A Shares and Inflection Point Warrants under the excess distribution regime in the manner set forth above. A U.S. Holder that made a timely and effective QEF Election (or a QEF Election along with a purging election) or an MTM Election with respect to its Inflection Point Class A Shares is referred to herein as an “Electing Shareholder” and a U.S. Holder that is not an Electing Shareholder is referred to herein as a “Non-Electing Shareholder”.

As discussed above, proposed Treasury Regulations issued under the PFIC rules generally treat an “option” (which would include an Inflection Point Warrant) to acquire the stock of a PFIC as stock of the PFIC, while final Treasury Regulations issued under the PFIC rules provide that neither a QEF Election nor an MTM Election (as defined below) may be made with respect to options. Therefore, it is possible that the proposed Treasury Regulations issued under the PFIC rules, if finalized in their current form, would apply to cause gain recognition on the exchange of Inflection Point Warrants for New Elroy Air Warrants pursuant to the Domestication.

Any gain recognized by a Non-Electing Shareholder of Inflection Point Class A Ordinary Shares or a U.S. Holder of Inflection Point Warrants as a result of the Domestication pursuant to PFIC rules would be taxable income to such U.S. Holder and taxed under the excess distribution regime in the manner set forth above, with no corresponding receipt of cash.

As noted above, if Inflection Point is considered a PFIC, the Domestication could be a taxable event under the PFIC rules regardless of whether the Domestication qualifies as an F Reorganization, and, absent a QEF Election (or a QEF Election along with a purging election) or an MTM Election, a U.S. Holder would be taxed under the excess distribution regime in the manner set forth above.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE EFFECTS OF THE PFIC RULES ON THE DOMESTICATION, INCLUDING THE IMPACT OF ANY PROPOSED OR FINAL TREASURY REGULATIONS.

d.      QEF Election and Mark-to-Market Election

The impact of the PFIC rules on a U.S. Holder of Inflection Point Class A Shares will depend on whether the U.S. Holder has made a timely and effective election to treat Inflection Point as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of Inflection Point Class A Shares during which Inflection Point qualified as a PFIC (a “QEF Election”) or, if in a later taxable year, the U.S. Holder made a QEF Election along with a purging election. One type of purging election creates a deemed sale of the U.S. Holder’s Inflection Point Class A Shares at their then fair market value and requires the U.S. Holder to recognize gain pursuant to such purging election subject to the excess distribution regime described above. As a result of any such purging election, the U.S. Holder would increase the adjusted tax basis in its Inflection Point Class A Shares by the amount of the gain recognized and, solely for purposes of the PFIC rules, would have a new holding period in its Inflection Point Class A Shares. U.S. Holders are urged to consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances.

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A U.S. Holder’s ability to make a timely and effective QEF Election (or a QEF Election along with a purging election) with respect to its Inflection Point Class A Shares is contingent upon, among other things, the provision by Inflection Point of a “PFIC Annual Information Statement” to such U.S. Holder. New Elroy Air will reasonably cooperate with any requesting U.S. Holder to provide PFIC Annual Information Statements to such requesting U.S. Holder of Inflection Point Class A Shares with respect to each taxable year for which Inflection Point is determined to be a PFIC. As discussed above, a U.S. Holder is not able to make a QEF Election with respect to Inflection Point Warrants under current law. An Electing Shareholder generally would not be subject to the excess distribution regime discussed above with respect to their Inflection Point Class A Ordinary Shares. As a result, an Electing Shareholder generally is not expected to recognize gain or loss as a result of the Domestication except to the extent described under “— 3. Effects of Section 367 to U.S. Holders of Inflection Point Class A Ordinary Shares”, and subject to the discussion above under “— A. Tax Effects of the Domestication to U.S. Holders”, but rather would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of Inflection Point, whether or not such amounts are actually distributed.

The impact of the PFIC rules on a U.S. Holder of Inflection Point Class A Shares may also depend on whether the U.S. Holder has made a mark-to-market election under Section 1296 of the Code (an “MTM Election”). U.S. Holders who hold (actually or constructively) stock of a foreign corporation that is classified as a PFIC may elect to mark such stock to its market value each taxable year if such stock is “marketable stock”, generally, stock that is regularly traded on a national securities exchange that is registered with the SEC, including Nasdaq. No assurance can be given that Inflection Point Class A Shares are considered to be marketable stock for purposes of the MTM Election for any taxable year or whether the other requirements of this election are satisfied. If such an election is available and has been made, such Electing Shareholder generally would not be subject to the excess distributions regime discussed above with respect to their Inflection Point Class A Shares in connection with the Domestication. Instead, in general, such Electing Shareholder will include as ordinary income each year the excess, if any, of the fair market value of its Inflection Point Class A Shares at the end of its taxable year over its adjusted tax basis in its Inflection Point Class A Shares. The Electing Shareholder also will recognize an ordinary loss in respect of the excess, if any, of its adjusted tax basis in its Inflection Point Class A Shares over the fair market value of its Inflection Point Class A Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the MTM Election). The Electing Shareholder’s tax basis in its Inflection Point Class A Shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Inflection Point Class A Shares will be treated as ordinary income. However, if the MTM Election is not made by a U.S. Holder with respect to the first taxable year of its holding period for the Inflection Point Class A Shares in which Inflection Point is a PFIC, then the excess distribution regime discussed above will apply to certain dispositions of, distributions on and other amounts taxable with respect to, Inflection Point Class A Shares, including in connection with the Domestication. Under current law, an MTM Election is not available with respect to warrants, including Inflection Point Warrants.

THE RULES DEALING WITH PFICS ARE VERY COMPLEX AND ARE IMPACTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE, INCLUDING THE APPLICATION OF THE RULES ADDRESSING OVERLAPS IN THE PFIC RULES AND THE SECTION 367(b) RULES AND THE RULES RELATING TO CONTROLLED FOREIGN CORPORATIONS. ALL U.S. HOLDERS OF INFLECTION POINT SECURITIES ARE URGED TO CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION (OR A QEF ELECTION ALONG WITH A PURGING ELECTION), AN MTM ELECTION OR ANY OTHER ELECTION IS AVAILABLE AND WHETHER AND HOW ANY OVERLAP RULES APPLY, AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION OR OVERLAP RULE AND THE IMPACT OF ANY PROPOSED OR FINAL PFIC TREASURY REGULATIONS.

B.     Tax Effects to U.S. Holders of Inflection Point Class A Shares of Exercising Redemption Rights

1.      Generally

The U.S. federal income tax consequences to a U.S. Holder of Inflection Point Class A Shares that exercises its redemption rights with respect to its Inflection Point Class A Shares will depend on whether the redemption qualifies as a sale of shares under Section 302 of the Code. If the redemption qualifies as a sale of shares by a U.S. Holder, the tax consequences to such U.S. Holder are as described below under the section entitled “— 3. Taxation of Redemption

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Treated as a Sale”. If the redemption does not qualify as a sale of shares, a U.S. Holder will be treated as receiving a corporate distribution with the tax consequences to such U.S. Holder as described below under the section entitled “— 2. Taxation of Redemption Treated as a Distribution”.

Whether a redemption of shares qualifies for sale treatment will depend largely on the total number of shares of Inflection Point stock treated as held by the redeemed U.S. Holder before and after the redemption (including any shares treated as constructively owned by the U.S. Holder as a result of owning Inflection Point Warrants and any shares that a U.S. Holder would directly or indirectly acquire pursuant to the Business Combination) relative to all of the stock of Inflection Point outstanding both before and after the redemption. The redemption generally will be treated as a sale of shares (rather than as a corporate distribution) if the redemption (1) is “substantially disproportionate” with respect to the U.S. Holder, (2) results in a “complete termination” of the U.S. Holder’s interest in Inflection Point or (3) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are explained more fully below.

In determining whether any of the foregoing tests result in a redemption qualifying for sale treatment, a U.S. Holder takes into account not only shares actually owned by the U.S. Holder, but also shares that are constructively owned by it under certain attribution rules set forth in the Code. A U.S. Holder may constructively own, in addition to shares owned directly, shares owned by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder, as well as any shares that the holder has a right to acquire by exercise of an option, which would generally include shares which could be acquired pursuant to the exercise of Inflection Point Warrants. Moreover, any shares that a U.S. Holder directly or constructively acquires pursuant to the Business Combination generally should be included in determining the U.S. federal income tax treatment of the redemption.

In order to meet the substantially disproportionate test, the percentage of Inflection Point’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of shares must, among other requirements, be less than eighty percent (80%) of the percentage of Inflection Point’s outstanding voting stock actually and constructively owned by the U.S. Holder immediately before the redemption (taking into account redemptions by other holders and possibly the New Elroy Air stock to be issued pursuant to the Business Combination). There will be a complete termination of a U.S. Holder’s interest in Inflection Point if either (1) all of the shares actually and constructively owned by the U.S. Holder are redeemed or (2) all of the shares actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively own any other shares (including any stock constructively owned by the U.S. Holder as a result of owning Inflection Point Warrants). The redemption will not be essentially equivalent to a dividend if the redemption results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in Inflection Point. Whether the redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in Inflection Point will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation where such stockholder exercises no control over corporate affairs may constitute such a “meaningful reduction”.

If none of the foregoing tests is satisfied, then the redemption of shares will be treated as a corporate distribution to the redeemed U.S. Holder and the tax effects to such a U.S. Holder will be as described below under the section entitled “— 2. Taxation of Redemption Treated as a Distribution”. After the application of those rules, any remaining tax basis of the U.S. Holder in the redeemed shares will be added to the U.S. Holder’s adjusted tax basis in its remaining Inflection Point stock or, if it has none, to the U.S. Holder’s adjusted tax basis in its Inflection Point Warrants or possibly in other Inflection Point stock constructively owned by it.

Redeeming U.S. Holders generally will be subject to the PFIC rules relating to the excess distribution regime, QEF Election and MTM Election described above under the section entitled “— A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations” with respect to any gain or loss recognized by the U.S. Holder on its deemed sale of its Inflection Point Class A Shares (if the redemption were treated as a sale of shares) or any corporate distributions deemed received on its Inflection Point Class A Shares (if the redemption were treated as a corporate distribution) without regard to any potential limitations or other interactions of such PFIC rules in connection with an F Reorganization or Section 367 of the Code as discussed therein.

U.S. Holders who actually or constructively own at least five percent (5%) by vote or value (or, if Inflection Point Class A Shares are not then publicly traded, at least one percent (1%) by vote or value) or more of the total outstanding Inflection Point stock may be subject to special reporting requirements with respect to a redemption of shares, and such holders should consult with their tax advisors with respect to their reporting requirements.

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U.S. Holders should consult their tax advisors regarding the possibility that the redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication despite the redemptions occurring in form prior to the Domestication and the consequences thereof to them based on their particular circumstances.

2.      Taxation of Redemption Treated as a Distribution

If the redemption of a U.S. Holder’s shares is treated as a corporate distribution, as discussed above under the section entitled “— 1. Generally”, the amount of cash received in the redemption generally will constitute a dividend for U.S. federal income tax purposes to the extent paid from Inflection Point’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

Distributions in excess of Inflection Point’s current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its shares. Any remaining excess will be treated as gain realized on the sale of shares and will be treated as described below under the section entitled “— 3. Taxation of Redemption Treated as a Sale”.

As discussed above, a redeeming U.S. Holder generally will be subject to the PFIC rules relating to the excess distribution regime, QEF Election and MTM Election described above under the section entitled “— A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations” with respect to any corporate distributions deemed received on its Inflection Point Class A Ordinary Shares (if the redemption were treated as a corporate distribution) without regard to any potential limitations or other interactions of such PFIC rules in connection with an F Reorganization or Section 367 of the Code as discussed therein.

3.      Taxation of Redemption Treated as a Sale

If the redemption of a U.S. Holder’s shares is treated as a sale, as discussed above under the section entitled “— 1. Generally”, a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount of cash received in the redemption and the U.S. Holder’s adjusted tax basis in the shares redeemed. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the shares so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders generally will be eligible to be taxed at reduced rates. It is unclear, however, whether certain redemption rights with respect to the Public Shares may suspend the running of the applicable holding period of the Public Shares for this purpose. If the running of the holding period for the Public Shares is suspended, then non-corporate U.S. Holders may not be able to satisfy the one-year holding period requirement for long-term capital gain treatment, in which case any gain on a redemption that is treated as a sale of the Public Shares would be subject to short-term capital gain treatment and would be taxed at regular ordinary income tax rates. The deductibility of capital losses is subject to limitations.

As discussed above, a redeeming U.S. Holder generally will be subject to the PFIC rules relating to the excess distribution regime, QEF Election and MTM Election described above under the section entitled “— A. Tax Effects of the Domestication to U.S. Holders — 5. PFIC Considerations” with respect to any gain or loss recognized by the U.S. Holder on its deemed sale of its Inflection Point Class A Shares (if the redemption were treated as a sale of shares) without regard to any potential limitations or other interactions of such PFIC rules in connection with an F Reorganization or Section 367 of the Code as discussed therein.

U.S. Holders who hold different blocks of shares (including as a result of holding different blocks of Inflection Point Class A Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF AN EXERCISE OF REDEMPTION RIGHTS.

C.     Tax Consequences of the Merger to New Elroy Air and U.S. Holders of New Elroy Air Securities

Neither Inflection Point nor any U.S. Holder of Inflection Point Class A Shares that received New Elroy Air Common Stock in connection with the Domestication will be subject to any material U.S. federal income tax consequences solely in connection with the Merger.

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D.     Tax Consequences of the Merger to U.S. Holders of Elroy Air Common Stock

Inflection Point and Elroy Air intend the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In connection with the filing of the registration statement of which this proxy statement/prospectus is a part, DLA Piper LLP (US) intends to deliver an opinion on the basis of facts, representations and assumptions and subject to the limitations and qualifications set forth or referred to in such opinion regarding the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code. Such opinion of counsel will be based on customary assumptions and certain representations, warranties, and covenants. If any of these assumptions, representations, warranties, or covenants is or becomes incorrect, incomplete, or inaccurate, or is violated, or if there is a change in U.S. federal income tax law after the date of such opinion of counsel, the validity of such opinion of counsel may be adversely affected and the U.S. federal income tax consequences of the Merger could differ materially from those described below. In addition, such opinion of counsel is not free from doubt because there is no authority directly addressing the treatment of all of the particular facts of the Merger for U.S. federal income tax purposes. An opinion of counsel represents counsel’s legal judgment but is not binding on the IRS or any court. Moreover, the obligations of neither Inflection Point nor Elroy Air to complete the Merger are conditioned on the receipt of any such opinion, and neither Inflection Point nor Elroy Air intends to request a ruling from the IRS with respect to the tax treatment of the Merger, and as a result, no assurance can be given that the IRS will not challenge the treatment of the Merger described below or that a court would not sustain such a challenge. If the IRS were to successfully challenge the “reorganization” status of the Merger, Holders of Elroy Air Common Stock could be required to recognize gain on their exchange of their Elroy Air Common Stock as a result of the Merger, as described below.

Provided the Merger qualifies as a reorganization, a U.S. Holder that receives New Elroy Air Common Stock in exchange for shares of Elroy Air Common Stock in the Merger should not recognize gain or loss for U.S. federal income tax purposes as a result of the Merger. A U.S. Holder’s aggregate tax basis in the New Elroy Air Common Stock received in exchange for the Elroy Air Common Stock surrendered in connection with the Merger should equal the U.S. Holder’s aggregate adjusted tax basis in the shares of Elroy Air Common Stock exchanged therefor. A U.S. Holder’s holding period in the New Elroy Air Common Stock received should include the holding period for the U.S. Holder’s shares of Elroy Air Common Stock surrendered in exchange therefor.

If a U.S. Holder has acquired different blocks of Elroy Air Common Stock at different times or at different prices, then such U.S. Holder’s tax basis and holding period in shares of New Elroy Air Common Stock received in the Merger generally will be determined with reference to each block of Elroy Air Common Stock. Any such U.S. Holder of Elroy Air Common Stock should consult its tax advisors with respect to identifying the bases or holding periods of the shares of New Elroy Air Common Stock received in the Merger.

Additionally, U.S. Holders who owned immediately before the Merger either (i) at least one percent (1%) (by vote or value) of the total outstanding stock of Elroy Air or (ii) securities of Elroy Air that had an adjusted tax basis of $1,000,000 or more, in each case, are required to attach a statement to their U.S. federal income tax returns for the year in which the Merger is consummated that contains the information listed in Treasury Regulation Section 1.368-3(b). Such statement must include the holder’s tax basis in its Elroy Air Common Stock surrendered in the Merger, the fair market value of such stock, the date of the Merger and the name and employer identification number of each of Elroy Air and New Elroy Air. Holders should consult their tax advisors regarding the application of these rules.

E.     Tax Consequences of Ownership and Disposition of New Elroy Air Common Stock to U.S. Holders

1.      Taxation of Distributions

In general, distributions of cash or other property to U.S. Holders of New Elroy Air Common Stock (other than certain distributions of New Elroy Air stock or rights to acquire New Elroy Air stock) generally will constitute dividends for U.S. federal income tax purposes to the extent paid from New Elroy Air’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in its New Elroy Air Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the New Elroy Air Common Stock and will be treated as described below under the section entitled “— 2. Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New Elroy Air Common Stock”.

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Dividends paid to a U.S. Holder that is treated as a taxable corporation for U.S. federal income tax purposes generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends paid to a non-corporate U.S. Holder may constitute “qualified dividend income” that will be subject to tax at reduced rates accorded to long-term capital gains.

2.      Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of New Elroy Air Common Stock

Upon a sale or other taxable disposition of New Elroy Air Common Stock (which, in general, would include a redemption of New Elroy Air Common Stock that is treated as a sale of such common stock), a U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S. Holder’s adjusted tax basis in the New Elroy Air Common Stock. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the New Elroy Air Common Stock so disposed of exceeds one year. Long-term capital gains recognized by non-corporate U.S. Holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Generally, the amount of gain or loss recognized by a U.S. Holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its New Elroy Air Common Stock so disposed of. See the section entitled “— A. Tax Effects of the Domestication to U.S. Holders of Inflection Point Securities” above for a discussion of a U.S. Holder’s adjusted tax basis in its New Elroy Air Common Stock following the Domestication. See the section entitled “— D. Tax Consequences of the Merger to U.S. Holders of Elroy Air Common Stock” above for a discussion of a U.S. Holder’s adjusted tax basis in its New Elroy Air Common Stock following the Merger.

F.      Information Reporting and Backup Withholding

Payments of distributions on and the proceeds from a sale or other disposition of New Elroy Air Securities will be subject to information reporting to the IRS and U.S. backup withholding on such payments may be possible. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number (generally, on an IRS Form W-9) and makes other required certifications, or who is otherwise exempt from backup withholding and establishes such exempt status.

Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a U.S. Holder’s U.S. federal income tax liability, and the U.S. Holder generally may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing the appropriate claim for refund with the IRS and furnishing any required information.

III.   NON-U.S. HOLDERS

As used herein, a “Non-U.S. Holder” is a beneficial owner of an Inflection Point Security, Elroy Air Common Stock or New Elroy Air Security, as applicable, who or that is for U.S. federal income tax purposes:

•        a non-resident alien individual, other than certain former citizens and residents of the United States subject to U.S. tax as expatriates;

•        a foreign corporation; or

•        an estate or trust that is not a U.S. Holder.

A.     Tax Effects of the Domestication to Non-U.S. Holders of Inflection Point Securities

The Domestication is not expected to result in any U.S. federal income tax consequences to a Non-U.S. Holder of Inflection Point Securities unless the Domestication fails to qualify as an F Reorganization and such Non-U.S. Holder holds its Inflection Point Securities in connection with a conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States). Non-U.S. Holders will own stock and warrants of a U.S. corporation (i.e., New Elroy Air), rather than a non-U.S. corporation (i.e., Inflection Point), after the Domestication.

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Although the redemptions of Non-U.S. Holders that exercise redemption rights with respect to Inflection Point Class A Ordinary Shares will occur prior to the Domestication, it is possible that the IRS could assert that for U.S. federal income tax purposes such redemptions should be treated as occurring after the Domestication. If such redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication, Non-U.S. Holders exercising redemption rights would be subject to the potential tax consequences of the Domestication. Non-U.S. Holders should consult their tax advisors regarding the possibility that the redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication despite the redemptions occurring in form prior to the Domestication, including the U.S. federal income tax considerations to them of such treatment.

B.     Tax Effects to Non-U.S. Holders of Inflection Point Class A Shares of Exercising Redemption Rights

The U.S. federal income tax consequences to a Non-U.S. Holder of Inflection Point Class A Ordinary Shares that exercises its redemption rights will depend on whether the redemption qualifies as a sale of shares redeemed, as described above under “II. U.S. Holders — B. Tax Effects to U.S. Holders of Exercising Redemption Rights — 1. Generally”. Regardless of whether it is treated as a sale of Inflection Point Class A Shares or as a corporate distribution on the Inflection Point Class A Shares for U.S. federal income tax purposes, the redemption is not expected to result in any U.S. federal income tax consequences to the Non-U.S. Holder unless such Non-U.S. Holder holds such Inflection Point Class A Shares in connection with a conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States).

Non-U.S. Holders should consult their tax advisors regarding the possibility that the redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication despite the redemptions occurring in form prior to the Domestication, including the U.S. federal income tax considerations to them of such treatment.

C.     Tax Consequences of the Merger to New Elroy Air and Non-U.S. Holders of New Elroy Air Securities

Neither Inflection Point nor any Non-U.S. Holder of Inflection Point Securities that received New Elroy Air Securities in connection with the Domestication will be subject to any material U.S. federal income tax consequences solely in connection with the Merger.

D.     Tax Consequences of the Merger to Non-U.S. Holders of Elroy Air Common Stock

Provided the Merger qualifies as a reorganization as discussed under “— D. Tax Consequences of the Merger to U.S. Holders of Elroy Air Common Stock” above, the U.S. federal income tax consequences of the Merger for Non-U.S. Holders of Elroy Air Common Stock should generally be similar to those described above for U.S. Holders. Non-U.S. Holders, however, may be subject to U.S. federal income tax on any gain realized if Elroy Air is or has been a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code (a “USRPHC”) for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the Merger or the period during which the Non-U.S. Holder held New Elroy Air Common Stock, in which case any gain recognized by such Non-U.S. Holder would be subject to tax at generally applicable U.S. federal income tax rates. Elroy Air believes that it is not, and has not been during the five-year period ending on the date of the Merger, a USRPHC.

E.     Tax Consequences of Ownership and Disposition of New Elroy Air Securities

1.      Taxation of Distributions

In general, any distributions (including constructive distributions, but not including certain distributions of New Elroy Air stock or rights to acquire New Elroy Air stock) made to a Non-U.S. Holder of shares of New Elroy Air Common Stock, to the extent paid out of New Elroy Air’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States, New Elroy Air will be required to withhold tax from the gross amount of the dividend at a rate of thirty percent (30%), unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of New Elroy Air Common Stock and, to the extent such distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the New Elroy

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Air Common Stock, which will be treated as described below under the section entitled “— 2. Sale, Taxable Exchange or Other Taxable Disposition of New Elroy Air Common Stock”. In addition, if New Elroy Air determines that it is likely to be classified as a USRPHC (see the section entitled “— 2. Sale, Taxable Exchange or Other Taxable Disposition of New Elroy Air Common Stock” below), the applicable withholding agent may withhold fifteen percent (15%) of any distribution that exceeds New Elroy Air’s current and accumulated earnings and profits.

The withholding tax generally does not apply to dividends paid to a Non-U.S. Holder who provides an IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable income tax treaty providing otherwise.

A Non-U.S. Holder that is treated as a foreign corporation for U.S. federal income tax purposes receiving effectively connected dividends may also be subject to an additional “branch profits tax” imposed at a rate of thirty percent (30%) (or a lower applicable treaty rate).

2.      Sale, Taxable Exchange or Other Taxable Disposition of New Elroy Air Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of its New Elroy Air Common Stock, unless:

•        the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such Non-U.S. Holder maintains in the United States);

•        such Non-U.S. Holder is an individual who was present in the United States for 183 days or more in the taxable year of such disposition (as such days are calculated pursuant to Section 7701(b)(3) of the Code) and certain other requirements are met; or

•        New Elroy Air is or has been a USRPHC for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for the applicable New Elroy Air Common Stock being disposed of, except, in the case where shares of New Elroy Air Common Stock are “regularly traded” on an “established securities market” (as such terms are defined under applicable Treasury Regulations), the Non-U.S. Holder is disposing of New Elroy Air Common Stock and has owned, whether actually or based on the application of constructive ownership rules, five percent (5%) or less of New Elroy Air Common Stock at all times within the shorter of the five-year period preceding such disposition of New Elroy Air Common Stock or such Non-U.S. Holder’s holding period for such New Elroy Air Common Stock. There can be no assurance that New Elroy Air Common Stock will be treated as regularly traded on an established securities market for this purpose. Non-U.S. Holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances.

Unless an applicable treaty provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. Holder that is treated as a foreign corporation for U.S. federal income tax purposes may also be subject to an additional “branch profits tax” imposed at a thirty percent (30%) rate (or a lower applicable income tax treaty rate).

If the second bullet point applies to a Non-U.S. Holder, such Non-U.S. Holder generally will be subject to U.S. tax on such Non-U.S. Holder’s net capital gain for such year (including any gain realized in connection with the redemption) at a tax rate of thirty percent (30%) (or a lower applicable tax treaty rate).

If the third bullet point above applies to a Non-U.S. Holder, gain recognized by such holder will be subject to tax at generally applicable U.S. federal income tax rates. In addition, New Elroy Air may be required to withhold U.S. federal income tax at a rate of fifteen percent (15%) of the amount realized upon such disposition or redemption. New Elroy Air is not expected to be a USRPHC immediately after the Domestication or immediately after the Business Combination is completed. However, such determination is factual in nature and subject to change. Accordingly, no assurance can be provided as to whether New Elroy Air would be treated as a USRPHC in any taxable year.

Non-U.S. Holders should consult their tax advisors regarding the U.S. federal income tax consequences to them in respect of any loss recognized on a sale, taxable exchange or other taxable disposition of its New Elroy Air Securities.

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F.      Information Reporting and Backup Withholding

Information returns will be filed with the IRS in connection with payments of distributions and the proceeds from a sale or other disposition of New Elroy Air Securities. A Non-U.S. Holder may have to comply with certification procedures to establish that it is not a U.S. person (generally, by providing an appropriate version of IRS Form W-8 (together with applicable attachments)) in order to avoid U.S. information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a tax treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well.

Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a Non-U.S. Holder generally will be allowed as a credit against such Non-U.S. Holder’s U.S. federal income tax liability and may entitle such Non-U.S. Holder to a refund, provided that the required information is timely furnished to the IRS.

G.     Foreign Account Tax Compliance Act

Provisions commonly referred to as “FATCA” impose withholding of thirty percent (30%) on payments of dividends (including constructive dividends) on New Elroy Air Securities to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied by, or an exemption applies to, the payee (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under certain circumstances, a Non-U.S. Holder might be eligible for refunds or credits of such withholding taxes, and a Non-U.S. Holder might be required to file a U.S. federal income tax return to claim such refunds or credits. Thirty percent (30%) withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S.-source interest or dividends beginning on January 1, 2019, but on December 13, 2018, the IRS released proposed Treasury Regulations that, if finalized in their proposed form, would eliminate the obligation to withhold on gross proceeds. Such proposed Treasury Regulations also delayed withholding on certain other payments received from other foreign financial institutions that are allocable, as provided for under final Treasury Regulations, to payments of U.S.-source dividends, and other fixed or determinable annual or periodic income. Although these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final Treasury Regulations are issued. However, there can be no assurance that final Treasury Regulations will provide the same exceptions from FATCA withholding as the proposed Treasury Regulations.

Non-U.S. Holders should consult their tax advisors regarding the effects of FATCA on their ownership and disposition of New Elroy Air Securities.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
(in thousands, except share and per share amounts)

The following unaudited pro forma condensed combined balance sheet as of June 30, 2026 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 present the combined financial information of Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II) (“Inflection Point”) and Elroy Air, Inc. (“Elroy Air”) after giving effect to the Business Combination and related adjustments described in the accompanying notes.

Introduction

Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II), was incorporated on April 3, 2025 in the Cayman Islands and is a publicly traded special purpose acquisition company listed on Nasdaq under the symbols “IPXG,” “IPXGU,” and “IPXGW.” The Sponsor is Columbus Circle 2 Sponsor Corporation LLC (the “Sponsor”). Inflection Point was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. Prior to the closing of the Business Combination, Inflection Point will domesticate as a Delaware corporation and, following the closing of the Business Combination, is expected to be renamed “Elroy Air, Inc.” (“New Elroy Air”), pursuant to the terms of the Business Combination Agreement.

Elroy Air was incorporated on November 4, 2016 as a Delaware corporation and is headquartered in Byron, California. Elroy Air develops autonomous cargo aircraft systems and associated software platforms for defense, logistics and commercial applications. Elroy Air’s Chaparral aircraft is a hybrid-electric vertical takeoff and landing (“VTOL”) autonomous cargo aircraft that combines a turboshaft-hybrid-electric powertrain with a proprietary autonomous flight software stack which operates without an onboard pilot and without reliance on runways or charging infrastructure, subject to applicable regulatory approvals, operating limitations, site conditions, and customer mission requirements.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the Business Combination and related transactions as if they had been consummated on June 30, 2026. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 and year ended December 31, 2025 give effect to the Business Combination and related transactions as if they had been consummated on January 1, 2025, the beginning of the earliest period presented. Inflection Point and Elroy Air have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information is based on and should be read in conjunction with:

•        the audited historical financial statements of Columbus Circle Capital Corp II as of and for the year ended December 31, 2025;

•        the audited historical financial statements of Elroy Air as of and for the year ended December 31, 2025;

•        the unaudited historical financial statements of Columbus Circle Capital Corp II (n/k/a Inflection Point Acquisition Corp. VII) as of and for the six months ended June 30, 2026;

•        the unaudited historical financial statements of Elroy Air as of and for the six months ended June 30, 2026;

•        the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Inflection Point” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Elroy Air”; and

•        other information relating to Inflection Point, Elroy Air and the Business Combination included elsewhere in this proxy statement/prospectus.

Description of the Business Combination

On June 26, 2026, Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II), a Cayman Islands exempted company, Elroy Air, Inc., and IPGX Merger Sub, Inc. (“Merger Sub”) entered into the Business Combination Agreement. Under the terms of the Business Combination Agreement, (i) at least one business day prior to the closing of the Business Combination, Inflection Point will deregister as a Cayman Islands exempted company

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and continue and domesticate as a Delaware corporation (the “Domestication”), and (ii) on the Closing Date, Merger Sub will merge with and into Elroy Air, with Elroy Air surviving the merger as a wholly owned subsidiary of Inflection Point (the “Merger”). Following the closing of the Business Combination, Inflection Point will change its name to “Elroy Air, Inc.” (“New Elroy Air”). After giving effect to the Merger, New Elroy Air will own, directly or indirectly, all of the issued and outstanding equity interests of Elroy Air.

Immediately prior to the Domestication, all outstanding Class B ordinary shares of Inflection Point will convert on a one-for-one basis into Class A ordinary shares of Inflection Point. Upon the Domestication, all outstanding Class A ordinary shares of Inflection Point will convert on a one-for-one basis into shares of New Elroy Air Common Stock. In addition, each outstanding warrant of Inflection Point will automatically convert into a warrant exercisable for one share of New Elroy Air Common Stock, and each outstanding unit of Inflection Point will be cancelled and converted into one share of New Elroy Air Common Stock and one-third of one New Elroy Air Warrant in accordance with its terms.

Immediately prior to the Merger, outstanding warrants exercisable for Elroy Air preferred stock or common stock (other than certain warrants issued in connection with the Pre-Funded Note Investment) will be exercised on a cashless basis. As a result, immediately prior to the Merger, Elroy Air’s capital structure will consist primarily of common stock, preferred stock, and outstanding employee equity awards.

In connection with the transactions contemplated by the Business Combination Agreement, Elroy Air entered into securities purchase agreements with certain investors pursuant to which Elroy Air issued and sold in an initial closing, convertible promissory notes (the “Pre-Funded Convertible Notes”) with an aggregate face value of $78,324 and warrants to purchase 6,526,961 shares of Elroy Air Common Stock at an exercise price of $12.00 per share (the “Pre-Funded Warrants”) for aggregate gross proceeds of $66,575 (the Pre-Funded Convertible Notes and Pre-Funded Warrants collectively, the “Signing Pre-Funded Note Investment”). As of June 30, 2026, Pre-Funded Convertible Notes of $46,263 and Pre-Funded Warrant liabilities of $20,312 are recognized on Elroy Air’s historical unaudited condensed balance sheet. Between July 31, 2026 and September 15, 2026, Elroy Air issued and sold additional Pre-Funded Convertible Notes with an aggregate face value of $9,912 and 825,979 Pre-Funded Warrants for gross proceeds of $8,425 (the “Post-Signing Pre-Funded Note Investment”). As a result, aggregate gross proceeds from the Signing Pre-Funded Note Investment and the Post-Signing Pre-Funded Note Investment (collectively, the “Pre-Funded Note Investment”) increased to $75,000.

Upon the closing of the Business Combination, the outstanding principal amount and accrued and unpaid interest associated with the Pre-Funded Convertible Notes will automatically convert into shares of New Elroy Air Series A Preferred Stock. In addition, the warrants issued in connection with the Pre-Funded Note Investment will be exchanged for warrants exercisable for shares of New Elroy Air Common Stock in accordance with the terms of the Business Combination Agreement.

Also in connection with the transactions contemplated by the Business Combination Agreement, Inflection Point, Elroy Air, and the accredited investor entered into a securities purchase agreement in which the accredited investor agreed to purchase, at Closing, 9,803,922 shares of New Elroy Air Series A Preferred Stock and a New Elroy Air Series A Warrant to purchase an aggregate of 9,803,922 shares of New Elroy Air Common Stock for an aggregate purchase price of $100,000 (the “Closing PIPE Investment”). Additionally, in consideration for the Closing PIPE Investment, New Elroy Air will issue 750,000 shares of New Elroy Air Common Stock to the accredited investor of the Closing PIPE Investment, and Inflection Point will cause the applicable holders to transfer to the accredited investor 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the founder shares, an aggregate of 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and CCM in respect of the private placement units, and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the private placement units.

Subject to the terms and conditions of the Business Combination Agreement, the aggregate base consideration payable to holders of Elroy Air equity securities is determined based on a purchase price of $800,000. At the Effective Time, outstanding shares of Elroy Air common stock and preferred stock will be converted into the right to receive shares of New Elroy Air Common Stock in accordance with the exchange mechanics specified in the Business Combination Agreement.

At the Effective Time, outstanding Elroy Air stock options will be assumed by New Elroy Air and converted into options exercisable for shares of New Elroy Air Common Stock based on the applicable exchange ratio and subject to substantially the same terms and conditions as were applicable immediately prior to the Effective Time. The Common Stock Exchange Ratio is the aggregate base consideration divided by the adjusted fully diluted capital of Elroy Air. The expected Common Stock Exchange Ratio is 0.3431 (assuming a Redemption Price of $10.13 per share expected on the Closing Date).

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In addition to the aggregate base consideration, eligible Elroy Air equity holders and holders of the Pre-Funded Note Investment will be eligible to receive up to 11,000,000 additional shares of New Elroy Air Common Stock (the “Earnout Shares”) upon achievement of certain stock price and operational milestones specified in the Business Combination Agreement.

Expected Accounting Treatment for the Business Combination

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) because Inflection Point is a special purpose acquisition company and does not meet the definition of a business under Accounting Standards Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”).

For financial reporting purposes, Elroy Air is expected to be identified as the accounting acquirer and Inflection Point as the accounting acquiree. This expected determination is based on an evaluation of the facts and circumstances of the transaction, including the following:

•        Elroy Air equity holders are expected to retain a majority of the voting power of New Elroy Air immediately following the Closing;

•        Elroy Air will have the ability to designate a majority of the members of the board of directors of New Elroy Air;

•        Elroy Air’s senior management team will comprise the senior management of New Elroy Air following the Closing;

•        Elroy Air’s operations will comprise the only substantive ongoing operations of New Elroy Air; and

•        Inflection Point does not meet the definition of a business under ASC 805.

Accordingly, the assets, liabilities and results of operations of Elroy Air will become the historical financial statements of New Elroy Air, and Inflection Point’s assets, liabilities and results of operations will be consolidated with Elroy Air beginning on the Closing Date.

For accounting purposes, the financial statements of New Elroy Air will represent a continuation of the financial statements of Elroy Air, with the Business Combination being treated as the equivalent of Elroy Air issuing stock for the net assets of Inflection Point, accompanied by a recapitalization. The net assets of Inflection Point will be stated at historical carrying values, which are expected to approximate fair value, and no goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be presented as those of Elroy Air in future filings of New Elroy Air.

Accounting for the Financing Transactions

In connection with the Business Combination, Elroy Air entered into the financing transactions described above under “Description of the Business Combination.” The expected accounting treatment for these financing transactions is summarized below and, like the determination of the accounting acquirer, is preliminary and subject to change.

The New Elroy Air Series A Preferred Stock, including the shares issued upon conversion of the Pre-Funded Convertible Notes and the shares issued in the Closing PIPE Investment, is expected to be evaluated for classification in accordance with ASC 480. We have performed a preliminary assessment of the accounting for the New Elroy Series A Preferred Stock and have reflected it as temporary equity within the unaudited pro forma condensed combined balance sheet as the New Elroy Air Series A Preferred Stock is redeemable at the option of the holder or upon an event that is not solely within the control of New Elroy Air.

The New Elroy Air Series A Warrants, including warrants issued in exchange for Pre-Funded Warrants and warrants issued pursuant to the Closing PIPE Investment, are expected to be evaluated for classification in accordance with ASC 480 and ASC 815. We have performed a preliminary assessment of the accounting for the New Elroy Air Series A Warrants and have reflected it as a liability within the unaudited pro forma condensed combined balance sheet as the warrants are not expected to meet the requirements for equity classification because certain Change of Control settlement provisions cause the warrants to not be indexed solely to New Elroy Air’s own stock.

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The up to 11,000,000 earnout shares that may be issued to eligible Elroy Air equity holders and holders of the Pre-Funded Convertible Notes upon achievement of certain stock price and operational milestones are expected to be evaluated for classification in accordance with ASC 815. We have performed a preliminary assessment of the accounting for the Earnout Shares and have reflected it as a liability within the unaudited pro forma condensed combined balance sheet as the earnout shares are not expected to meet the requirements for equity classification because certain of the milestones are based on the achievement of operational milestones, including revenue targets, causing the earnout arrangement to not be indexed solely to New Elroy Air’s own stock.

The determination of the accounting acquirer and the resulting accounting treatment are preliminary and subject to change as additional information becomes available and further analyses are performed. Accordingly, the final accounting treatment of the Business Combination, including post-acquisition accounting consideration related to these instruments, may differ from the assumptions reflected in the unaudited pro forma condensed combined financial information, and such differences could be material.

Ownership of New Elroy Air

The following summarizes the pro forma shares outstanding of New Elroy Air Common Stock and Series A Preferred Stock (on an as-converted to common stock basis as of the Closing Date) under the three redemption scenarios, on an as-converted basis, excluding the potential dilutive effect of warrants to purchase shares of New Elroy Air Common Stock, the New Elroy Air Options and the Earnout Shares:

		No Redemption Scenario(1)					50% Redemption Scenario(2)					Maximum Redemption Scenario(3)
		Shares		% Ownership			Shares		% Ownership			Shares		% Ownership
Public Shareholders		23,000,000		17.9	%		11,500,000		9.8	%		—		—
Sponsor(4)		7,165,018		5.6	%		7,165,018		6.1	%		7,165,018		6.8	%
Representatives(5)		216,649		0.2	%		216,649		0.2	%		216,649		0.2	%
Series A Holders(6)		19,142,262		14.9	%		19,142,262		16.4	%		19,142,262		18.2	%
Elroy Air Equity Holders(7)		78,936,813		61.4	%		78,936,813		67.5	%		78,936,813		74.8	%
Total*		128,460,742		100.0	%		116,960,742		100.0	%		105,460,742		100.0	%
Potential sources of dilution*
New Elroy Air Warrants(8)		7,888,334		6.1	%		7,888,334		6.7	%		7,888,334		7.5	%
New Elroy Air Series A Warrants(9)		17,156,862		13.4	%		17,156,862		14.7	%		17,156,862		16.3	%
Unvested Private Company Options(10)		7,193,515		5.6	%		7,193,515		6.2	%		7,193,515		6.8	%
New Elroy Air Incentive Plan(11)		19,326,338		15.0	%		17,758,156		15.2	%		16,189,974		15.4	%
Earnout Shares		11,000,000		8.6	%		11,000,000		9.4	%		11,000,000		10.4	%

____________

(*)      Percentages may not sum up to 100.0% due to rounding. The percentages shown for the potential sources of dilution reflect the total percentage of total shares for the applicable scenario without including the issuance of such additional shares in each respective case.

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, which is a redemption scenario that could occur.

(2)      Assumes that holders of 50% of the Public Shares, 11,500,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $116.5 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(3)      Assumes that holders of 100% of the Public Shares, 23,000,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $233.1 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(4)      Consists of shares of New Elroy Air Common Stock issued upon conversion of Founder Shares, after giving effect to the transfer to the Closing PIPE Investor of 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares and 265,000 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Private Placement Units.

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(5)      Consists of shares of New Elroy Air Common Stock issued upon conversion of Private Placement Units, after giving effect to the transfer to the Closing PIPE Investor by Cohen & Company Capital Markets (“CCM”) of an aggregate of 183,351 shares of New Elroy Air Common Stock issued or issuable to CCM in respect of the Private Placement Units. Includes an aggregate of 40,000 shares of New Elroy Air Common Stock underlying 40,000 Private Placement Units that were initially issued to Clear Street, which subsequently transferred 30,000 Private Placement Units to Michael Blitzer and 10,000 Private Placement Units to Kevin Shannon.

(6)      Consists of (A) shares of New Elroy Air Common Stock issuable upon conversion on the assumed Closing Date of November 5, 2026 of (i) 7,638,340 shares of Series A Preferred Stock to be issued upon conversion of Pre-Funded Convertible Notes sold in the Pre-Funded Note Investment and (ii) 9,803,922 shares of Series A Preferred Stock to be issued pursuant to the Series A SPA (based on the initial conversion price), (B) 750,000 shares of New Elroy Air Common Stock to be issued to the Closing PIPE Investor by New Elroy Air and (C) 950,000 shares of New Elroy Air Common Stock transferred to the Closing PIPE Investor by the Sponsor and CCM.

(7)      Based on the Purchase Price, $800 million, divided by the estimated per-share Redemption Price of approximately $10.13 per share from the Trust Account based on funds in the Trust Account as of June 30, 2026. The Redemption Price is expected to continue to increase prior to Closing, which will result in the Aggregate Consideration being a reduced number of shares of New Elroy Air Common Stock. Excludes shares of New Elroy Air Common Stock that would be issuable upon exercise of the New Elroy Air Unvested Options that will be outstanding as a result of New Elroy Air’s assumption of the outstanding Elroy Air Unvested Options.

(8)      Consists of 7,888,334 New Elroy Air Warrants exercisable for an aggregate of 7,888,334 shares of New Elroy Air Common Stock consisting of 7,666,667 New Elroy Air Warrants issued upon conversion of Public Warrants and 221,667 New Elroy Air Warrants issued upon conversion of Inflection Point Warrants underlying the Private Placement Units.

(9)      Consists of (i) New Elroy Air Series A Warrants initially exercisable for an aggregate of 7,352,940 shares of New Elroy Air Common Stock issuable in exchange for Pre-Funded Warrants exercisable for 7,352,940 shares of Elroy Air Common Stock and (ii) New Elroy Air Series A Warrants initially exercisable for 9,803,922 shares of New Elroy Air Common Stock to be issued pursuant to the Series A SPA.

(10)    Consists of unvested options to purchase 7,193,515 shares of New Elroy Air Common Stock to be issued in exchange for unvested 24,620,003 options to purchase Elroy Air Common Stock, based on an expected Common Stock Exchange Ratio of 0.2922. Such New Elroy Air Options have a weighted-average exercise price of $[•], based on the weighted-average exercise price of such Elroy Air Options divided by an expected Common Stock Exchange Ratio of 0.2922. The vesting requirements of the New Elroy Air Options are identical to those of the exchanged Elroy Air Options (i.e., generally vest over a four-year period and expire not more than 10 years from grant). Exercisable as of June 26, 2026, with a weighted-average exercise price of $[•], based on the weighted-average exercise price of Elroy Air Options divided by an expected Common Stock Exchange Ratio of 0.2922.

(11)    Represents 19,326,338, 17,758,156 and 16,189,974 shares of New Elroy Air Common Stock reserved for issuance under the New Elroy Air Incentive Plan under the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, respectively.

The following summarizes the pro forma shares outstanding of New Elroy Air Common Stock on a fully diluted basis, assuming the exercise of all New Elroy Air Warrants, the exercise of all New Elroy Air Series A Warrants, the vesting and exercise of all New Elroy Air Options and the vesting of all Earnout Shares:

		No Redemption Scenario(1)					50% Redemption Scenario(2)					Maximum Redemption Scenario(3)
		Shares		% Ownership			Shares		% Ownership			Shares		% Ownership
Public Shareholders		23,000,000		12.0	%		11,500,000		6.5	%		—		—
Public Warrant Holders		7,666,667		4.0	%		7,666,667		4.3	%		7,666,667		4.6	%
Sponsor(4)		7,165,018		3.8	%		7,165,018		4.0	%		7,165,018		4.3	%
Representatives(5)		288,866		0.2	%		288,866		0.2	%		288,866		0.2	%
Series A Holders(6)		36,448,574		19.1	%		36,448,574		20.5	%		36,448,574		22.1	%
Elroy Air Equity Holders(7)		78,936,813		41.3	%		78,936,813		44.4	%		78,936,813		47.9	%
Unvested Private Company Options(8)		7,193,515		3.8	%		7,193,515		4.0	%		7,193,515		4.4	%
New Elroy Air Incentive Plan(9)		19,326,338		10.1	%		17,758,156		10.0	%		16,189,974		9.8	%
Earnout Shares		11,000,000		5.7	%		11,000,000		6.1	%		11,000,000		6.7	%
Total		191,025,791		100.0	%		177,957,609		100.0	%		164,889,427		100.0	%

____________

(1)      Assumes that no Public Shareholders exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, which is a redemption scenario that could occur.

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(2)      Assumes that holders of 50% of the Public Shares, 11,500,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $116.5 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(3)      Assumes that holders of 100% of the Public Shares, 23,000,000 Public Shares, will exercise their redemption rights for an aggregate payment of approximately $233.1 million (based on the estimated per-share redemption price of approximately $10.13 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(4)      Consists of 7,165,018 shares of New Elroy Air Common Stock issued upon conversion of Founder Shares, after giving effect to the transfer to the Closing PIPE Investor of 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, 265,000 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Private Placement Units and 88,333 New Elroy Air Warrants issued or issuable to the Sponsor in respect of the Private Placement Units.

(5)      Consists of (i) 216,649 shares of New Elroy Air Common Stock issued upon conversion of Private Placement Units and (ii) 72,217 shares of New Elroy Air Common Stock issuable upon exercise of 72,217 New Elroy Air Warrants issued or issuable to the Representatives upon conversion of Private Placement Units, after giving effect to the transfer to the Closing PIPE Investor by CCM of an aggregate of 183,351 shares of New Elroy Air Common Stock issued or issuable to CCM in respect of the Private Placement Units and an aggregate of 61,117 New Elroy Air Warrants issued or issuable to CCM in respect of the Private Placement Units.

(6)      Consists of (A) shares of New Elroy Air Common Stock issuable upon conversion on the assumed Closing Date of November 5, 2026 of (i) 7,638,340 shares of Series A Preferred Stock to be issued upon conversion of Pre-Funded Convertible Notes sold in the Pre-Funded Note Investment and (ii) 9,803,922 shares of Series A Preferred Stock to be issued pursuant to the Series A SPA (based on the initial conversion price), (B) 750,000 shares of New Elroy Air Common Stock to be issued to the Closing PIPE Investor by New Elroy Air, (C) 950,000 shares of New Elroy Air Common Stock transferred to the Closing PIPE Investor by the Sponsor and CCM, (D) shares of New Elroy Air Common Stock issuable upon exercise of (i) New Elroy Air Series A Warrants initially exercisable for an aggregate of 7,352,940 shares of New Elroy Air Common Stock issuable in exchange for Pre-Funded Warrants exercisable for 7,352,940 shares of Elroy Air Common Stock and (ii) New Elroy Air Series A Warrants initially exercisable for 9,803,922 shares of New Elroy Air Common Stock to be issued pursuant to the Series A SPA and (E) 149,450 shares of New Elroy Air Common Stock issuable upon exercise of 149,450 New Elroy Air Warrants transferred to the Closing PIPE Investor by the Sponsor and CCM.

(7)      Based on the Purchase Price, $800 million, divided by the estimated per-share Redemption Price of approximately $10.13 per share from the Trust Account based on funds in the Trust Account as of June 30, 2026. The Redemption Price is expected to continue to increase prior to Closing, which will result in the Aggregate Consideration being a reduced number of shares of New Elroy Air Common Stock. Excludes shares of New Elroy Air Common Stock that would be issuable upon exercise of the New Elroy Air Unvested Options that will be outstanding as a result of New Elroy Air’s assumption of the outstanding Elroy Air Unvested Options.

(8)      Consists of options to purchase 7,193,515 shares of New Elroy Air Common Stock to be issued in exchange for unvested 24,620,003 options to purchase Elroy Air Common Stock, based on an expected Common Stock Exchange Ratio of 0.2922. Such New Elroy Air Options have a weighted-average exercise price of $[•], based on the weighted-average exercise price of such Elroy Air Options divided by an expected Common Stock Exchange Ratio of 0.2922. The vesting requirements of the New Elroy Air Options are identical to those of the exchanged Elroy Air Options (i.e., generally vest over a four-year period and expire not more than 10 years from grant). Exercisable as of June 26, 2026, with a weighted-average exercise price of $[•], based on the weighted-average exercise price of Elroy Air Options divided by an expected Common Stock Exchange Ratio of 0.2922.

(9)      Represents 19,326,338, 17,758,156 and 16,189,974 shares of New Elroy Air Common Stock reserved for issuance under the New Elroy Air Incentive Plan under the No Redemption Scenario, 50% Redemption Scenario and Maximum Redemption Scenario, respectively.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2026
(in thousands of U.S. dollars)

		Inflection Point (As Adjusted –  See Note 2)			Elroy Air (Historical)			Assuming No Redemption										Assuming 50% Redemption										Assuming Maximum Redemption
								Transaction Accounting Adjustments							Pro Forma Combined			Transaction Accounting Adjustments							Pro Forma Combined			Transaction Accounting Adjustments							Pro Forma Combined
ASSETS
Current assets:
Cash		$	1,087		$	65,094		$	233,098			3a	(i)		$	366,115		$	233,098			3a	(i)		$	254,466		$	233,098			3a	(i)		$	142,817
									100,000			3a	(ii)						100,000			3a	(ii)						100,000			3a	(ii)
									(31,839	)		3a	(iii)						(31,839	)		3a	(iii)						(31,839	)		3a	(iii)
									8,475			3a	(v)						8,475			3a	(v)						8,475			3a	(v)
									(9,800	)		3a	(iv)						(4,900	)		3a	(iv)						(233,098	)		3a	(vi)
																			(116,549	)		3a	(vi)
Restricted cash			—			30			—							30			—							30			—							30
Accounts receivable, net			—			106			—							106			—							106			—							106
Capitalized transaction costs			—			2,096			(2,096	)		3b	(i)			—			(2,096	)		3b	(i)			—			(2,096	)		3b	(i)			—
Other current assets			174			1,052			(50	)		3a	(v)			1,176			(50	)		3a	(v)			1,176			(50	)		3a	(v)			1,176
Total current assets			1,261			68,378			297,788							367,427			186,139							255,778			74,490							144,129
Non-current assets:
Property and equipment, net			—			691			—							691			—							691			—							691
Operating lease right-of-use assets			—			276			—							276			—							276			—							276
Other non-current assets			80			13			—							93			—							93			—							93
Cash and investments held in Trust Account			233,098			—			(233,098	)		3a	(i)			—			(233,098	)		3a	(i)			—			(233,098	)		3a	(i)			—
Total non-current assets			233,178			980			(233,098	)						1,060			(233,098	)						1,060			(233,098	)						1,060
Total assets		$	234,439		$	69,358		$	64,690						$	368,487		$	(46,959	)					$	256,838		$	(158,608	)					$	145,189
LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable		$	1,530		$	7,234		$	(2,164	)		3b	(ii)		$	6,600		$	(2,164	)		3b	(ii)		$	6,600		$	(2,164	)		3b	(ii)		$	6,600
Short-term debt			—			2,308			—							2,308			—							2,308			—							2,308
Current portion of long-term debt			—			96			—							96			—							96			—							96
Current portion of operating lease liabilities			—			304			—							304			—							304			—							304
Pre-funded convertible notes			—			46,263			5,855			3d	(viii)			—			5,855			3d	(viii)			—			5,855			3d	(viii)			—
									(52,118	)		3d	(ix)						(52,118	)		3d	(ix)						(52,118	)		3d	(ix)
Other current liabilities			75			2,105			(1,378	)		3b	(ii)			802			(1,378	)		3b	(ii)			802			(1,378	)		3b	(ii)			802
Total current liabilities			1,605			58,310			(49,805	)						10,110			(49,805	)						10,110			(49,805	)						10,110

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2026 — (Continued)
(in thousands of U.S. dollars)

		Inflection Point (As Adjusted –  See Note 2)		Elroy Air (Historical)		Assuming No Redemption								Assuming 50% Redemption								Assuming Maximum Redemption
						Transaction Accounting Adjustments						Pro Forma Combined		Transaction Accounting Adjustments						Pro Forma Combined		Transaction Accounting Adjustments						Pro Forma Combined
Non-current liabilities:
Long-term debt		—		200		—						200		—						200		—						200
Operating lease liabilities		—		24		—						24		—						24		—						24
Warrant liabilities		—		31,533		(44	)		3d	(iv)		127,645		(44	)		3d	(iv)		127,645		(44	)		3d	(iv)		127,645
						(11,177	)		3d	(v)				(11,177	)		3d	(v)				(11,177	)		3d	(v)
						2,570			3d	(viii)				2,570			3d	(viii)				2,570			3d	(viii)
						31,823			3d	(x)				31,823			3d	(x)				31,823			3d	(x)
						72,940			3d	(xi)				72,940			3d	(xi)				72,940			3d	(xi)
Earnout liability		—		—		79,019			3c			79,019		79,019			3c			79,019		79,019			3c			79,019
Total non-current liabilities		—		31,757		175,131						206,888		175,131						206,888		175,131						206,888
Total liabilities		1,605		90,067		125,326						216,998		125,326						216,998		125,326						216,998
COMMITMENTS AND CONTINGENCIES
Class A Ordinary Shares (Inflection Point, redeemable)		233,098		—		(233,098	)		3d	(i)		—		(233,098	)		3d	(i)		—		(233,098	)		3d	(i)		—
Elroy Air Redeemable convertible preferred stock		—		254,437		(254,437	)		3d	(vi)		—		(254,437	)		3d	(vi)		—		(254,437	)		3d	(vi)		—
New Elroy Air Series A convertible preferred stock		—		—		52,118			3d	(ix)		76,849		52,118			3d	(ix)		76,849		52,118			3d	(ix)		76,849
						24,731			3d	(xi)				24,731			3d	(xi)				24,731			3d	(xi)
STOCKHOLDERS’ EQUITY (DEFICIT)
Class A ordinary shares (Inflection Point, non- redeemable)		—		—		1			3d	(ii)		—		1			3d	(ii)		—		1			3d	(ii)		—
						(1	)		3d	(iii)				(1	)		3d	(iii)				(1	)		3d	(iii)
Class B ordinary shares (Inflection Point)		1		—		(1	)		3d	(ii)		—		(1	)		3d	(ii)		—		(1	)		3d	(ii)		—
Elroy Air Common stock		—		4		(4	)		3d	(vii)		—		(4	)		3d	(vii)		—		(4	)		3d	(vii)		—
New Elroy Air Common stock		—		—		2			3d	(i)		10		2			3d	(i)		9		2			3d	(i)		8
						1			3d	(iii)				1			3d	(iii)				1			3d	(iii)
						7			3d	(vi)				7			3d	(vi)				7			3d	(vi)
														(1	)		3a	(vi)				(2	)		3a	(vi)

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
As of June 30, 2026 — (Continued)
(in thousands of U.S. dollars)

		Inflection Point (As Adjusted –  See Note 2)				Elroy Air (Historical)				Assuming No Redemption											Assuming 50% Redemption											Assuming Maximum Redemption
										Transaction Accounting Adjustments							Pro Forma Combined				Transaction Accounting Adjustments							Pro Forma Combined				Transaction Accounting Adjustments							Pro Forma Combined
Additional paid-in capital			—				7,410				(19,891	)		3a	(iii)			393,622				(19,891	)		3a	(iii)			281,974				(19,891	)		3a	(iii)			170,326
											(2,096	)		3b	(i)							(2,096	)		3b	(i)							(2,096	)		3b	(i)
											(79,019	)		3c								(79,019	)		3c								(79,019	)		3c
											233,096			3d	(i)							233,096			3d	(i)							233,096			3d	(i)
											44			3d	(iv)							44			3d	(iv)							44			3d	(iv)
											11,177			3d	(v)							11,177			3d	(v)							11,177			3d	(v)
											254,430			3d	(vi)							254,430			3d	(vi)							254,430			3d	(vi)
											4			3d	(vii)							4			3d	(vii)							4			3d	(vii)
											1,555			3d	(xi)							1,555			3d	(xi)							1,555			3d	(xi)
											(3,288	)		3d	(xii)							(3,288	)		3d	(xii)							(3,288	)		3d	(xii)
											(9,800	)		3a	(iv)							(4,900	)		3a	(iv)							(233,096	)		3a	(vi)
																						(116,548	)		3a	(vi)
Accumulated deficit			(265	)			(282,560	)			(7,632	)		3a	(iii)			(318,992	)			(7,632	)		3a	(iii)			(318,992	)			(7,632	)		3a	(iii)			(318,992	)
											(31,823	)		3d	(x)							(31,823	)		3d	(x)							(31,823	)		3d	(x)
											3,288			3d	(xii)							3,288			3d	(xii)							3,288			3d	(xii)
Total stockholders’ equity (deficit)			(264	)			(275,146	)			350,050							74,640				238,401							(37,009	)			126,752							(148,658	)
Total liabilities, redeemable convertible preferred stock, and stockholders’ equity (deficit)		$	234,439			$	69,358			$	64,690						$	368,487			$	(46,959	)					$	256,838			$	(158,608	)					$	145,189

See accompanying notes to unaudited pro forma condensed combined financial information.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the six months ended June 30, 2026
(in thousands of U.S. dollars, except share and per share data)

		Inflection Point (As Adjusted – See Note 2)				Elroy Air (Historical)				Assuming No Redemption										Assuming 50% Redemption										Assuming Maximum Redemption
										Transaction Accounting Adjustments						Pro Forma Combined				Transaction Accounting Adjustments						Pro Forma Combined				Transaction Accounting Adjustments						Pro Forma Combined
Revenue		$	—			$	4,542			$	—					$	4,542			$	—					$	4,542			$	—					$	4,542
Cost of revenue			—				964				—						964				—						964				—						964
Gross profit			—				3,578				—						3,578				—						3,578				—						3,578
Operating expenses:
Research and development			—				6,503				—						6,503				—						6,503				—						6,503
General and administrative			1,879				7,152				(50	)		4c			8,981				(50	)		4c			8,981				(50	)		4c			8,981
Sales and marketing			—				615				—						615				—						615				—						615
Total operating expenses			1,879				14,270				(50	)					16,099				(50	)					16,099				(50	)					16,099
Loss from operations			(1,879	)			(10,692	)			50						(12,521	)			50						(12,521	)			50						(12,521	)
Other income (expense):
Interest income			3,098				11				(3,098	)		4b			11				(3,098	)		4b			11				(3,098	)		4b			11
Other income/(expense)			—				(518	)			615			4i			97				615			4i			97				615			4i			97
Change in fair value of warrant liabilities			—				(513	)			513			4d			—				513			4d			—				513			4d			—
Change in fair value of derivative asset			—				148				(148	)		4h			—				(148	)		4h			—				(148	)		4h			—
Change in fair value of short-term debt			—				(140	)			140			4i			—				140			4i			—				140			4i			—
Total other income (expense), net			3,098				(1,012	)			(1,978	)					108				(1,978	)					108				(1,978	)					108
Income (loss) before income tax expense			1,219				(11,704	)			(1,928	)					(12,413	)			(1,928	)					(12,413	)			(1,928	)					(12,413	)
Income tax expense			—				—				—						—				—						—				—						—
Net income (loss)			1,219				(11,704	)			(1,928	)					(12,413	)			(1,928	)					(12,413	)			(1,928	)					(12,413	)
Cumulative dividends on Series A preferred stock			—				—				(14,111	)		5			(14,111	)			(14,111	)		5			(14,111	)			(14,111	)		5			(14,111	)
Net income (loss) attributable to common stockholders		$	1,219			$	(11,704	)		$	(16,039	)				$	(26,524	)		$	(16,039	)				$	(26,524	)		$	(16,039	)				$	(26,524	)
Weighted-average shares outstanding of New Elroy Air stock – basic and diluted																	111,018,480										99,518,480										88,018,480
Net loss per share attributable to New Elroy Air stock – basic and diluted																$	(0.24	)								$	(0.27	)								$	(0.30	)
Historical
Weighted-average shares outstanding of Class A redeemable Ordinary Shares			18,143,167
Net income per share attributable to Class A redeemable Ordinary Shares		$	0.05
Weighted-average shares outstanding of Class B ordinary shares – basic			7,433,334
Net income per share attributable to Class B ordinary shares – basic		$	0.05
Weighted-average shares outstanding of Class B ordinary shares – diluted			7,666,667
Net income per share attributable to Class B ordinary shares – diluted		$	0.05
Weighted-average shares outstanding, Elroy Air shares – basic and diluted							5,972,087
Net loss per share attributable to Elroy Air shares – basic and diluted						$	(1.96	)

See accompanying notes to unaudited pro forma condensed combined financial information.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the year ended December 31, 2025
(in thousands of U.S. dollars, except share and per share data)

		Inflection Point (As Adjusted –  See Note 2)				Elroy Air (Historical)				Assuming No Redemption										Assuming 50% Redemption										Assuming Maximum Redemption
										Transaction Accounting Adjustments						Pro Forma Combined				Transaction Accounting Adjustments						Pro Forma Combined				Transaction Accounting Adjustments						Pro Forma Combined
Revenue		$	—			$	2,435			$	—					$	2,435			$	—					$	2,435			$	—					$	2,435
Cost of revenue			—				2,003				—						2,003				—						2,003				—						2,003
Gross profit			—				432				—						432				—						432				—						432
Operating expenses:
Research and development			—				6,708				—						6,708				—						6,708				—						6,708
General and administrative			46				6,103				7,632			4a			13,781				7,632			4a			13,781				7,632			4a			13,781
Sales and marketing			—				1,257				—						1,257				—						1,257				—						1,257
Total operating expenses			46				14,068				7,632						21,746				7,632						21,746				7,632						21,746
Loss from operations			(46	)			(13,636	)			(7,632	)					(21,314	)			(7,632	)					(21,314	)			(7,632	)					(21,314	)
Other income (expense):
Interest income			—				81				—						81				—						81				—						81
Interest expense			—				(39	)			39			4f			—				39			4f			—				39			4f			—
Other income/(expense)			—				(426	)			—						(426	)			—						(426	)			—						(426	)
Change in fair value of warrant liabilities			—				(7,980	)			7,980			4d			(31,823	)			7,980			4d			(31,823	)			7,980			4d			(31,823	)
											(31,823	)		4g							(31,823	)		4g							(31,823	)		4g
Change in fair value of forward contract liability			—				(133,553	)			133,553			4e			—				133,553			4e			—				133,553			4e			—
Total other income (expense), net			—				(141,917	)			109,749						(32,168	)			109,749						(32,168	)			109,749						(32,168	)
Loss before income tax expense			(46	)			(155,553	)			102,117						(53,482	)			102,117						(53,482	)			102,117						(53,482	)
Income tax expense			—				(2	)			—						(2	)			—						(2	)			—						(2	)
Net loss			(46	)			(155,555	)			102,117						(53,484	)			102,117						(53,484	)			102,117						(53,484	)
Special mandatory conversion of preferred stock to common stock			—				527				—						—				—						—				—						—
Cumulative dividends on Series A preferred stock			—				—				(25,870	)		5			(25,870	)			(25,870	)		5			(25,870	)			(25,870	)		5			(25,870	)
Net loss attributable to common stockholders		$	(46	)		$	(155,028	)		$	76,247					$	(79,354	)		$	76,247					$	(79,354	)		$	76,247					$	(79,354	)
Weighted-average shares outstanding of New Elroy Air stock – basic and diluted																	111,018,480										99,518,480										88,018,480
Net loss per share attributable to New Elroy Air stock – basic and diluted																$	(0.71	)								$	(0.80	)								$	(0.90	)
Historical
Weighted-average shares outstanding of Class B ordinary shares – basic and diluted			6,666,667
Net loss per share attributable to Class B ordinary shares – basic and diluted		$	(0.01	)
Weighted-average shares outstanding, Elroy Air shares – basic and diluted							5,721,060
Net loss per share attributable to Elroy Air shares – basic and diluted						$	(27.10	)

See accompanying notes to unaudited pro forma condensed combined financial information.

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NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)

Note 1. Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, as amended by the final rule, Amendments to Financial Disclosures about Acquired and Disposed Businesses.

The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the Business Combination and related transactions as if they had occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 give effect to the Business Combination and related transactions as if they had occurred on January 1, 2025, the beginning of the earliest period presented.

The unaudited pro forma condensed combined financial information was prepared using, and should be read in conjunction with, the historical financial statements of Columbus Circle Capital Corp. II (n/k/a Inflection Point Acquisition Corp. VII) and Elroy Air and the related notes thereto included elsewhere in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information has been derived from, and should be read together with, the historical financial information and other information relating to Columbus Circle Capital Corp II (n/k/a Inflection Point Acquisition Corp. VII), Elroy Air and the Business Combination included elsewhere in this proxy statement/prospectus.

The unaudited pro forma condensed combined financial information has been prepared for illustrative purposes only and does not purport to represent what the financial position or results of operations of New Elroy Air would have been had the Business Combination and related transactions occurred on the dates assumed, nor does it purport to project the future financial position or operating results of New Elroy Air. The actual financial position and results of operations may differ materially from the pro forma amounts reflected herein due to a variety of factors.

The results set forth in the unaudited pro forma condensed combined financial information include Transaction Accounting Adjustments that give effect to events described below. The adjustments included in the unaudited pro forma condensed combined financial information are preliminary and are based on currently available information and assumptions that management believes are reasonable under the circumstances. Such assumptions and estimates are subject to change as additional information becomes available and additional analyses are performed.

The unaudited pro forma condensed combined financial information assumes that Inflection Point shareholders approve the Business Combination. Public shareholders may elect to redeem their public shares for cash even if they approve the Business Combination. Because the number of shares that may ultimately be redeemed cannot presently be determined, the unaudited pro forma condensed combined financial information has been presented under the following redemption scenarios:

•        No Redemption Scenario — This scenario assumes that none of the Public Shares are redeemed;

•        50% Redemption Scenario — This scenario assumes that 11,500,000 Public Shares (which represents 50% of the total Public Shares outstanding) are redeemed for an aggregate payment of approximately $116.5 million (based on the estimated per share redemption price of approximately $10.13 per share as of June 30, 2026) from the Trust Account; and

•        Maximum Redemption Scenario — This scenario assumes that 23,000,000 Public Shares (which represents the total number of Public Shares outstanding) are redeemed for an aggregate payment of approximately $233.1 million (based on the estimated per share redemption price of approximately $10.13 per share as of June 30, 2026) from the Trust Account.

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The actual level of redemptions may differ from the assumptions presented herein and could materially impact the ownership, capitalization and liquidity of New Elroy Air following the Closing.

The unaudited pro forma condensed combined financial information reflects the contemplated conversion of the Pre-Funded Convertible Notes into shares of New Elroy Air Series A Preferred Stock, the issuance of Series A Preferred Stock and related warrants in connection with the Closing PIPE Investment, the conversion or exercise of certain Elroy Air securities outstanding immediately prior to Closing, the issuance of merger consideration to Elroy Air equity holders and the assumption of outstanding Elroy Air employee equity awards, each in accordance with the terms of the Business Combination Agreement and related transaction agreements.

The unaudited pro forma condensed combined financial information does not reflect any management’s adjustments as defined in Article 11 of Regulation S-X. In addition, except where required by Article 11 of Regulation S-X, the unaudited pro forma condensed combined financial information does not reflect the impact of future events that may occur after the Closing, including the issuance of any earnout shares upon achievement of applicable market-based or operational milestones.

Note 2. Reclassifications

As part of the preparation of the unaudited pro forma condensed combined financial information, certain presentation reclassifications were made to align the historical presentation of Inflection Point and Elroy Air. Following the consummation of the Business Combination, management of New Elroy Air will perform a comprehensive review of the accounting policies and financial statement presentation of Inflection Point and Elroy Air.

As a result of that review, management may identify additional differences between the accounting policies and classifications of the two entities that, when conformed, could have a material impact on the financial statements of New Elroy Air. Based on its preliminary review, management does not expect any such differences to have a material impact on the unaudited pro forma condensed combined financial information. The reclassifications reflected herein had no effect on previously reported total assets, total liabilities, stockholders’ equity, net loss or cash flows.

Balance sheet

Amount (In thousands)			Presentation in Inflection Point Financial Statements		Presentation in Unaudited Pro Forma Condensed Combined Financial Information
$	46		Prepaid expenses		Other current assets
	128		Prepaid insurance		Other current assets
	80		Long-term portion of prepaid insurance		Other non-current assets
	1,530		Accounts payable and accrued expenses		Accounts payable
	75		Accrued offering costs		Other current liabilities

Statement of Operations for the Six Months Ended June 30, 2026

Amount (In thousands)			Presentation in Inflection Point Financial Statements		Presentation in Unaudited Pro Forma Condensed Combined Financial Information
$	3,098		Interest earned on cash and investments held in Trust Account		Interest income
	1,879		General and administrative fees		General and administrative expense

Statement of Operations for the Year Ended December 31, 2025

Amount (In thousands)			Presentation in Inflection Point Financial Statements		Presentation in Unaudited Pro Forma Condensed Combined Financial Information
$	46		General and administrative fees		General and administrative expense

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Note 3. Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet

The unaudited pro forma condensed combined financial information do not reflect management’s adjustments as defined in Article 11 of Regulation S-X. The pro forma transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2026 are as follows:

a.      Cash.    Reflects the impact of the Business Combination on the cash balances of Inflection Point and Elroy Air.

(in thousands)		Note		Amount
Inflection Point historical cash				$	1,087
Elroy Air historical cash					65,094
Total pre-adjustment cash					66,181
Proceeds from cash and investments held in Trust Account		i			233,098
Proceeds from Closing PIPE Investment		ii			100,000
Payment of transaction costs		iii			(31,839	)
Proceeds from additional Post-Signing Pre-Funded Note Investment		v			8,475
Cash balance prior to payment of marketing fee or payment to redeeming public shareholders					375,915
Payment of marketing fee, No Redemption Scenario		iv			(9,800	)
Ending cash balance, No Redemption Scenario				$	366,115
Payment to redeeming public shareholders – 50% Redemption Scenario		vi			(116,549	)
Payment of marketing fee, 50% Redemption Scenario		iv			(4,900	)
Ending cash balance, 50% Redemption Scenario				$	254,466
Payment to redeeming public shareholders – Maximum Redemption Scenario		vi			(233,098	)
Ending cash balance, Maximum Redemption Scenario				$	142,817

i.       Represents $233,098 of Inflection Point’s historical cash and investments held in the Trust Account that become available following consummation of the Business Combination.

ii.      Represents proceeds received from the issuance of New Elroy Air Series A Preferred Stock, New Elroy Air Series A Warrant, and New Elroy Air Common Stock pursuant to the Closing PIPE Investment of $100,000 in Note 3d(xi).

iii.     Represents the payment of $31,839 Business Combination transaction costs, including legal, advisory, accounting, placement agent, and other fees directly attributable to the Business Combination. This amount includes (i) transaction costs previously incurred by Inflection Point of $1,521 included within General and administrative expense in the June 30, 2026 historical financial statements of Inflection Point, (ii) $2,021 incurred by Elroy Air and included within Capitalized transaction costs in the June 30, 2026 historical financial statements of Elroy Air, and (iii) estimated transaction costs expected to be incurred and paid in connection with the Closing of $11,023 by Inflection Point and $17,274 by Elroy Air.

         Of the total $31,839 transaction costs paid, $21,912 are capitalized as a reduction to additional paid-in capital and $774 are capitalized as a reduction to New Elroy Air Series A Preferred Stock as they are direct and incremental to their issuance. The remaining $9,153 of transaction costs are expensed through accumulated deficit, including $1,521 previously recognized in Inflection Point’s historical financial statements. As a result, the pro forma adjustment reflects incremental expense of $7,632, comprised of $3,023 attributable to Inflection Point and $4,609 attributable to Elroy Air.

iv.      Represents the payment of $9,800 and $4,900 of Business Combination marketing fees payable under the No Redemption Scenario and 50% Redemption Scenario, respectively. The payment amount to the underwriters will be based on the amount of funds remaining in the Trust Account after redemptions of public shares and will be paid to the underwriters only upon the completion of the Business Combination.

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v.       Represents the proceeds from issuance of additional Post-Signing Pre-Funded Note Investment of $8,475 comprised of $8,425 of new issuances in Note 3d(viii) and $50 of Signing Pre-Funded Note Investment proceeds previously recognized within Other current assets that was collected subsequent to June 30, 2026.

vi.     Represents the payment of $116,549 and $233,098 to redeeming public shareholders for the redemption of 11,500,000 shares under the 50% Redemption Scenario and 23,000,000 shares under the Maximum Redemption Scenario, respectively.

b.      Transaction Costs.    The following adjustments represent the impact of transaction costs associated with the Business Combination.

i.       Represents the reclassification of $2,096 capitalized transaction costs incurred and capitalized by Elroy Air to equity issuance costs, resulting in a reduction to Additional paid-in capital. Of these capitalized transaction costs, $75 had been paid as of June 30, 2026.

ii.      Represents the payment of transaction costs accrued but unpaid by Inflection Point of $1,521 within Accounts payable, and the payment of transaction costs accrued but unpaid by Elroy Air of $643 within Accounts payable and $1,378 within Other current liabilities.

c.      Earnout liability    The following adjustment represents the estimated fair value of the earnout liability upon consummation of the Business Combination. The earnout shares are issuable starting on the first anniversary of the Closing Date and ending on the fourth anniversary of the Closing Date, however they are contingent upon various triggering events being met. The triggering events include Triggering Event I, Triggering Event II, and Triggering Event III:

–       Triggering Event I = the stock price of New Elroy Air is greater than or equal to $15.00 per share.

–       Triggering Event II = the stock price of New Elroy Air is greater than or equal to $20.00 per share.

–       Triggering Event III = the Organic Revenue of New Elroy Air during any trailing two quarter period ending not later than June 30, 2028 equals or exceeds $50,000. Organic Revenue is defined as revenue recognized in accordance with U.S. GAAP, excluding Non-Recurring Revenue; provided that revenue generated from the sales relating to aircraft or aircraft production shall be included regardless of whether such sales are one-time or non-recurring. Non-Recurring Revenue is defined as revenue recognized in accordance with U.S. GAAP generated from acquisitions and divestitures that occur following the Closing and research and development conducted for Governmental Authorities.

Notwithstanding anything to the contrary herein, in the event of a Change of Control of New Elroy Air during the Earnout Period, the following earnout shares will be issued if the eligible current Elroy Air holders have the right to receive consideration:

–       2,500,000 shares if the value per share of New Elroy Air Common Stock is greater than or equal to $15.00 per share but less than $20.00 per share

–       5,000,000 shares if the value per share of New Elroy Air Common Stock is greater than or equal to $20.00 per share

As the shares are cancellable, they will not be considered outstanding at Closing.

The valuation of the earnout liability was calculated using a Monte Carlo simulation. The stock price on the valuation date was $10.22, with an Earnout Period beginning on the Closing Date and ending on the fourth anniversary of the Closing Date. The risk-free rate of the remaining term is 4.13%, and the equity volatility is 90.0%. A 50.0% estimated probability was utilized for at least $50,000 in Organic Revenue for any trailing two quarter period prior to June 30, 2028. A 5.0% estimated probability was utilized for the event of a Change of Control of New Elroy Air during the Earnout Period. These inputs resulted in an estimated fair value of $79,019, or $7.18 on a per share basis. The valuation of this instrument is preliminary and has not been finalized. Changes in these assumptions could result in different fair value and therefore could have affected the amounts presented in the pro forma financial information.

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d.      Equity, Series A Preferred Stock, Convertible Notes and Recapitalization Adjustments.    The following adjustments represent the impact of the Business Combination on common stock, preferred stock, warrants, accumulated deficit and additional paid-in capital.

i.       Represents the reclassification of 23,000,000 Inflection Point Class A ordinary shares subject to possible redemption into permanent equity immediately prior to Closing.

ii.      Represents the conversion of 7,666,667 outstanding Inflection Point Class B ordinary shares into Class A ordinary shares on a one-for-one basis.

iii.     Represents the Domestication of Inflection Point and the conversion of all outstanding Class A ordinary shares into shares of New Elroy Air common stock.

iv.      Represents the cashless exercise immediately prior to the Effective Time of 98,968 outstanding Elroy Air Common Stock Warrants exercisable for shares of Elroy Air common stock (other than the Elroy Air Pre-Funded Convertible Note Investor Warrants) in accordance with their terms, based on the expected Exchange Ratio.

v.       Represents the cashless exercise immediately prior to the Effective Time of 3,503,705 outstanding Elroy Air Preferred Stock Warrants exercisable for shares of Elroy Air preferred stock in accordance with their terms, based on the expected Exchange Ratio.

vi.     Represents the exchange of 191,920,872 outstanding Elroy Air preferred stock for shares of New Elroy Air common stock in accordance with the Business Combination Agreement, based on the expected Exchange Ratio.

vii.    Represents the exchange of 6,620,514 outstanding Elroy Air common stock for shares of New Elroy Air common stock in accordance with the Business Combination Agreement, based on the expected Exchange Ratio.

viii.   Represents the issuance of the Post-Signing Pre-Funded Note Investment to issue additional Pre-Funded Convertible Notes and Pre-Funded Warrants to purchase 825,979 shares of Elroy Air common stock for $8,425. The additional Pre-Funded Convertible Notes and Pre-Funded Warrants were estimated with a preliminary fair value of $5,855 and $2,570, respectively. As of June 30, 2026, prior to the issuance of the additional above instruments, Pre-Funded Convertible Notes of $46,263 and Pre-Funded Warrant liabilities of $20,312 are recognized on the historical unaudited condensed balance sheet of Elroy Air.

ix.     Represents the conversion of all outstanding Pre-Funded Convertible Notes, including the additional Pre-Funded Convertible Notes in Note 3d(viii), into 7,638,340 shares of New Elroy Air 12.0% Series A Cumulative Convertible Preferred Stock. Upon conversion, the carrying value of the Pre-Funded Convertible Notes, which was measured at fair value immediately prior to conversion, of $52,118 was reclassified to temporary equity.

The shares of $0.0001 par value Series A Preferred Stock have the following rights and preferences:

Voting Rights — The Series A Preferred Stock will (i) vote together with the New Elroy Air Common Stock as a single class, except as required by law and (ii) as noted below under “Protective Provisions”. Each holder of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of New Elroy Air Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter.

Protective Provisions — For as long as at least 20% of the shares of New Elroy Air Series A Preferred Stock issued as of the Closing are outstanding, New Elroy Air will not, without the affirmative vote or action by written consent of holders of more than 50% of the issued and outstanding shares of New Elroy Air Series A Preferred Stock, which must include Inflection Point Asset Management LLC or its affiliates, to the extent such holders then hold New Elroy Air Series A Preferred Stock (the “Required Holders”), take any of the following actions: (i) liquidate, dissolve or wind up the affairs of New Elroy Air; (ii) amend, alter, or repeal any provision of the certificate of incorporation, bylaws, Certificate of Designation or any similar document of New Elroy Air in a manner that materially and adversely affects

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the rights given to the New Elroy Air Series A Preferred Stock; (iii) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security unless such security ranks junior to the New Elroy Air Series A Preferred Stock with respect to its rights, preferences and privileges, or increase the authorized number of shares of New Elroy Air Series A Preferred Stock; (iv) purchase or redeem or pay any cash dividend on any capital stock ranking junior to the New Elroy Air Series A Preferred Stock prior to payment of such cash dividend on the New Elroy Air Series A Preferred Stock or purchase or redeem any capital stock ranking junior to the New Elroy Air Series A Preferred Stock, other than 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 New Elroy Air; (v) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under New Elroy Air’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 New Elroy Air, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of New Elroy Air; or (vi) incur or guarantee any indebtedness, other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the New Elroy Air Series A Preferred Stock will not be considered indebtedness for purposes of this calculation.

Dividends — The Series A Preferred Stock will accrue dividends daily at the rate of 12% per annum of the Accrued Value (as defined in the Certificate of Designation) (if paid in kind), plus the amount of previously accrued dividends paid in kind, or 10% per annum of the Accrued Value (if paid in cash), plus the amount of previously accrued dividends paid in kind. Such dividends will compound semi-annually.

Liquidation Preference — Upon any liquidation or deemed liquidation event, the holders of New Elroy Series A Preferred Stock will be entitled to receive out of the available proceeds, before any distribution is made to holders of common stock or any other junior securities of New Elroy Air, an amount per share equal to 100% of the Accrued Value (as defined in the Series A Preferred Stock Certificate of Designation) on each share of New Elroy Air Series A Preferred Stock. Thereafter, the holders of New Elroy Air Series A Preferred Stock will be entitled to receive their pro-rata share of the remaining available proceeds available for distribution to stockholders, on an as-converted to common stock basis.

Conversion — Each share of New Elroy Air Series A Preferred Stock will be convertible into New Elroy Air Common Stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price. The conversion price will initially be $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and full-ratchet anti-dilution adjustments, including with respect to future issuances or sales of New Elroy Air Common Stock at prices less than the conversion price then in effect. In addition, if the 20-day volume-weighted average price of the New Elroy Air Common Stock on the twenty-first trading day following the date that is six months after the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $5.00.

Put Rights — Unless prohibited by applicable law governing distributions to stockholders, the Series A Preferred Stock shall be redeemable at the option of the Requisite Holders commencing any time after the fifth anniversary of the Closing at a price equal to the Accrued Value.             

Call Rights — Unless prohibited by applicable law governing distributions to stockholders, subject to the conditions set forth in the Certificate of Designation, the New Elroy Air Series A Preferred Stock will be redeemable at the option of New Elroy Air commencing any time at a redemption price per share equal to the greater of (A) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption) or (B) (i) 150% of the Accrued Value if redeemed prior to the first anniversary of the Closing, (ii) 140% of the Accrued Value if redeemed after the first anniversary but prior to the second anniversary of the Closing, (iii) 130% of the Accrued Value if redeemed after the second anniversary but prior to the third anniversary of the Closing, (iv) 120% of the Accrued Value if redeemed after the third anniversary but prior to the fourth anniversary

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of the Closing, (v) 110% of the Accrued Value if redeemed after the fourth anniversary but prior to the fifth anniversary of the Closing, and (vi) 100% of the Accrued Value if redeemed on or after the fifth anniversary of the Closing.

x.      Represents the conversion of Pre-Funded Warrants into New Elroy Air Series A Warrants in accordance with the Business Combination Agreement. The conversion led to a $31,823 change in fair value to adjust the New Elroy Air Series A Warrants to its preliminary fair value of $54,705. This amount excludes the New Elroy Air Series A Warrant issued as part of the Closing PIPE Investment which is presented in Note 3d(xi). Refer to Note 3d(xi) for inputs to the New Elroy Air Series A Warrant valuation.

xi.     Represents the issuance of the $100,000 Closing PIPE Investment consisting of (i) 9,803,922 shares of New Elroy Air Series A Preferred Stock, (ii) New Elroy Air Series A Warrant to purchase an aggregate 9,803,922 shares of New Elroy Air Common Stock, and (iii) 750,000 shares of newly issued New Elroy Air Common Stock. The New Elroy Air Series A Warrant was initially measured at its preliminary estimated fair value of $72,940. The remaining proceeds were then allocated to the New Elroy Air Series A Preferred Stock and New Elroy Air Common Stock based on their relative fair value, resulting in allocated values of $25,505 and $1,555, respectively. As the instruments were issued as part of the Business Combination, equity issuance costs were allocated to the instruments issued based on their relative fair value. The $774 allocated to the New Elroy Air Series A Preferred Stock was recorded as a reduction of the proceeds allocated to the preferred stock included in temporary equity, while the $47 allocated to the New Elroy Air Common Stock was recorded as a reduction to Additional paid-in capital.

The valuation of the New Elroy Air Series A Warrants was calculated using a Monte Carlo simulation. The stock price on the valuation date was $10.22, the risk-free rate (continuous) is 3.97 — 4.15%, the equity volatility is 90.0%, the dividend yield is 0.0%, and the term is 5.0 years. The valuation of this instrument is preliminary and has not been finalized. Changes in these assumptions could result in different fair value and therefore could have affected the amounts presented in the pro forma financial information.

xii.    Represents the elimination of Inflection Point’s accumulated deficit into additional paid-in capital which includes $265 within Accumulated deficit in the June 30, 2026 historical financial statements of Inflection Point and $3,023 of estimated transaction costs expensed through accumulated deficit upon Closing.

Note 4. Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations

The pro forma transaction accounting adjustments included in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and for the year ended December 31, 2025 are as follows.

a.      Transaction costs

i.       Represents $7,632 of estimated non-recurring legal, advisory, accounting, placement agent and other Business Combination transaction costs (consisting of $3,023 attributable to Inflection Point and $4,609 attributable to Elroy Air) that are reflected in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 as if they had been incurred on January 1, 2025, the date the Business Combination is assumed to have been consummated for purposes of the pro forma statement of operations. The Elroy Air amount includes $2,212 and $2,397 of estimated transaction issuance costs allocated to the New Elroy Air Series A Warrants and Earnout Liability, respectively, based on the relative fair value of the instruments issued in the Business Combination. Because the warrants and earnout shares are liability-classified instruments, their issuance costs are expensed as incurred. Transaction costs are non-recurring and are not expected to continue beyond 12 months following the Closing.

b.      Interest income on trust account investments

i.       Represents the elimination of $3,098 of interest income earned on cash, cash equivalents and investments held in the Inflection Point Trust Account during the six months ended June 30, 2026.

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c.      Administrative services agreement

i.       Represents the elimination of $50 of administrative service expenses incurred by Inflection Point during the six months ended June 30, 2026, which are not expected to continue following consummation of the Business Combination.

d.      Change in fair value of warrant liabilities

i.       Represents the elimination of $513 and $7,980 of losses recognized from the remeasurement of Elroy Air Common Stock Warrants and Preferred Stock Warrant liabilities during the six months ended June 30, 2026 and the year ended December 31, 2025, respectively. The Common Stock Warrants and Preferred Stock Warrants will be exercised as noted in Note 3d(iv) and 3d(v), respectively, as part of the Business Combination.

e.      Change in fair value of forward obligation

i.       Represents the elimination of $133,553 of losses recognized from the remeasurement of the Elroy Air forward obligation during the year ended December 31, 2025. The forward obligation was settled on November 10, 2025 and will not be outstanding following consummation of the Business Combination. Accordingly, the related remeasurement gains and losses are not expected to have a continuing impact on the combined company’s results of operations.

f.       Interest expense

i.       Represents the elimination of $39 of interest expense associated with debt obligations during the year ended December 31, 2025. The Silicon Valley Bank Venture Loan was settled on July 10, 2025 and will not be outstanding following consummation of the Business Combination.

g.      Change in fair value of warrant liability at conversion

i.       Represents the $31,823 of losses recognized from the remeasurement of the warrant liability at conversion from Elroy Air Pre-Funded Warrants to New Elroy Air Series A Warrants for the year ended December 31, 2025.

h.      Change in fair value of derivative asset

i.       Represents the removal of the $148 gain on change in fair value of derivative asset for the six months ended June 30, 2026. The Prologis Promissory Note was settled on July 1, 2026 and will not be outstanding following consummation of the Business Combination.

i.       Change in fair value of short-term debt

i.       Represents the removal of $615, comprised of $484 loss on issuance and $131 loss on settlement of the May 2026 Promissory Notes, recognized in other income (expense), and removal of the $140 loss on change in fair value of short-term debt for the six months ended June 30, 2026. The May 2026 Promissory Notes were fully settled on July 1, 2026 and will not be outstanding following consummation of the Business Combination.

Note 5. Net Loss per Share

Represents the net loss per share calculated using the historical weighted-average shares outstanding and the issuance of additional shares in connection with the Business Combination and related transactions, assuming such shares were outstanding since January 1, 2025.

The unaudited pro forma weighted-average shares outstanding used to calculate basic and diluted net loss per share assumes the issuance of shares of New Elroy Air common stock to Elroy Air common and preferred stockholders in connection with the Business Combination and the conversion of Inflection Point ordinary shares into shares of New Elroy Air common stock as if such transactions had occurred on January 1, 2025. In addition, the calculation reflects the impact of the Closing PIPE Investment, Pre-Funded Convertible Notes and related financing transactions, as applicable. New Elroy Air computes net income (loss) per share using the two-class method required for participating securities. The two-class method requires income available to common stockholders for the period to be allocated

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between common stock and participating securities based upon their respective rights to receive dividends as if all earnings for the period had been distributed. The Series A Preferred Stock participates in dividends with holders of New Elroy Air common stock on an as-converted basis and is therefore considered a participating security. As the Business Combination is being reflected as if it had occurred at the beginning of the periods presented, the calculation of weighted-average shares outstanding for basic and diluted net loss per share assumes that the shares issuable in connection with the Business Combination and related transactions were outstanding for the entire periods presented. For the 50% Redemption Scenario and Maximum Redemption Scenario, the weighted-average shares outstanding are adjusted to reflect the assumed redemption of public shares. Basic and diluted net loss per share are the same for all periods presented because the inclusion of potentially dilutive securities would be anti-dilutive.

For the six months ended June 30, 2026:

(in thousands, except shares and per share amounts)		No Redemption Scenario				50% Redemption Scenario				Maximum Redemption Scenario
Net loss		$	(12,413	)		$	(12,413	)		$	(12,413	)
Cumulative dividends on Series A preferred stock			(14,111	)			(14,111	)			(14,111	)
Net loss attributable to common stockholders		$	(26,524	)		$	(26,524	)		$	(26,524	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted			111,018,480				99,518,480				88,018,480
Net loss per share attributable to common shareholders, basic and diluted		$	(0.24	)		$	(0.27	)		$	(0.30	)

The following potentially dilutive securities were excluded from the computation of pro forma diluted net loss per share because their inclusion would have been anti-dilutive:

		No Redemption Scenario		50% Redemption Scenario		Maximum Redemption Scenario
Stock options		26,519,853		24,951,671		23,383,489
Warrants for common stock		25,045,196		25,045,196		25,045,196
Earnouts		11,000,000		11,000,000		11,000,000
Series A Preferred Stock		17,442,262		17,442,262		17,442,262
Total		80,007,311		78,439,129		76,870,947

For the year ended December 31, 2025:

(in thousands, except shares and per share amounts)		No Redemption Scenario				50% Redemption Scenario				Maximum Redemption Scenario
Net loss		$	(53,484	)		$	(53,484	)		$	(53,484	)
Cumulative dividends on Series A preferred stock			(25,870	)			(25,870	)			(25,870	)
Net loss attributable to common stockholders		$	(79,354	)		$	(79,354	)		$	(79,354	)
Weighted-average number of shares outstanding used to compute net loss per share attributable to common stockholders, basic and diluted			111,018,480				99,518,480				88,018,480
Net loss per share attributable to common shareholders, basic and diluted		$	(0.71	)		$	(0.80	)		$	(0.90	)

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The following potentially dilutive securities were excluded from the computation of pro forma diluted net loss per share because their inclusion would have been anti-dilutive:

		No Redemption Scenario		50% Redemption Scenario		Maximum Redemption Scenario
Stock options		26,519,853		24,951,671		23,383,489
Warrants for common stock		25,045,196		25,045,196		25,045,196
Earnouts		11,000,000		11,000,000		11,000,000
Series A Preferred Stock		17,442,262		17,442,262		17,442,262
Total		80,007,311		78,439,129		76,870,947

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INFORMATION ABOUT INFLECTION POINT

Unless the context otherwise requires, all references in this section to the “Company,” “we,” “us” or “our” refer to Inflection Point prior to the consummation of the Business Combination.

General

Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II) is a special purpose acquisition company incorporated as a Cayman Islands exempted corporation on April 3, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. Inflection Point has neither engaged in any operations nor generated any operating revenues to date.

The Company is affiliated with Cohen & Company Inc., a Maryland corporation (NYSE American: COHN), which controls, through Cohen LLC and its subsidiaries, the Sponsor, CCM and CCS (“Cohen”). Cohen is a financial services company specializing in an expanding range of capital markets and asset management services. Its business segments are Capital Markets, Asset Management, and Principal Investing. The Capital Markets business segment consists of fixed income sales, trading, gestation repo financing, new issue placements in corporate and securitized products, underwriting, and advisory services, operating primarily through its subsidiaries, CCS in the United States and Cohen & Company Financial (Europe) S.A, (“CCFESA”) in Europe. A division of CCS, CCM is Cohen’s full-service boutique investment bank that focuses on mergers and acquisitions, capital markets, and SPAC advisory services. The Capital Markets business segment also includes investment returns on financial instruments that it has received as consideration for advisory, underwriting, and new issue placement services provided by CCM. The Asset Management business segment manages assets through collateralized debt obligations, managed accounts, joint ventures, and investment funds. As of December 31, 2025, Cohen had approximately $1.4 billion of assets under management in primarily fixed income assets in a variety of asset classes including European bank and insurance trust preferred securities, debt issued by small and medium sized European, U.S., and Bermudian insurance and reinsurance companies, equity interests of SPACs and their sponsor entities, and commercial real estate loans. The Principal Investing business segment is comprised primarily of investments it holds related to the SPAC franchise and investments that it has made for the purpose of earning an investment return rather than investments made to support Cohen’s trading or other capital markets business activity.

Initial Public Offering

On April 3, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, for which the Company issued 7,666,667 Class B Ordinary Shares, known as Founder Shares, to the Sponsor. Up to 1,000,000 of the Founder Shares were subject to forfeiture by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment was exercised. As a result of the underwriters’ full exercise of the over-allotment option, the Founder Shares are no longer subject to forfeiture.

The registration statement for the IPO became effective on January 30, 2026. On February 12, 2026, we consummated our IPO of 23,000,000 Inflection Point Units, including 3,000,000 Inflection Point Units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each Inflection Point Unit consists of one Public Share and one-third of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Inflection Point Class A Share for $11.50 per share. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $230,000,000.

Simultaneously with the closing of the IPO and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 665,000 Private Placement Units to the Sponsor and the Representatives in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $6,650,000. Of those 665,000 Private Placement Units, our Sponsor purchased 265,000 Private Placement Units and the Representatives purchased 400,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise described herein.

Following the closing of the IPO on February 12, 2026, an amount of $230,000,000 ($10.00 per unit) from the net proceeds of the sale of the Inflection Point Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the Trust Account, located in the United States, with Continental acting as trustee.

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Except with respect to interest earned on the funds held in the Trust Account that may be released to Inflection Point to pay its taxes, the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of an initial business combination, (ii) the redemption of the Inflection Point’s Public Shares if Inflection Point is unable to complete the initial business combination within the completion window, subject to applicable law and the Cayman Constitutional Documents, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Cayman Constitutional Documents to (A) modify the substance or timing of Inflection Point’s obligation to allow redemption in connection with the initial business combination or to redeem 100% of the Public Shares if Inflection Point has not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the Trust Account could become subject to the claims of Inflection Point’s creditors, if any, which could have priority over the claims of the Public Shareholders.

Inflection Point’s prospectus for its IPO and the Cayman Constitutional Documents provide that it has until February 12, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law), to complete an initial business combination.

The net proceeds deposited into the Trust Account remain on deposit in the Trust Account earning interest. As of the Record Date, there was $[•] in investments and cash held in the Trust Account.

Fair Market Value of Elroy Air’s Business

Inflection Point’s initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the agreement to enter into the business combination. Inflection Point will not complete a business combination unless it acquires a controlling interest in a target company or is otherwise not required to register as an investment company under the Investment Company Act. The Inflection Point Board determined that this test was met in connection with the Business Combination.

Shareholder Approval of Business Combination

Under the Cayman Constitutional Documents, if Inflection Point seeks shareholder approval in connection with any proposed business combination, as it is doing in connection with the Business Combination, it may only complete such proposed business combination, including the Business Combination, if it receives an ordinary resolution, being the affirmative vote of the holders of a majority of the Inflection Point Ordinary Shares, who, being present in person or by proxy and entitled to vote at a general meeting, vote at such general meeting.

Voting Restrictions in Connection with Shareholder Meeting

Inflection Point’s Sponsor, directors and executive officers have entered into Letter Agreements to vote their Inflection Point Ordinary Shares in favor of the Business Combination Proposal and Inflection Point also expects them to vote their shares in favor of all other proposals being presented at the extraordinary general meeting. Further, concurrently with the execution of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement with Elroy Air, pursuant to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the extraordinary general meeting.

As of the Record Date, the Sponsor owned approximately 25.3% of the total outstanding Inflection Point Ordinary Shares.

Permitted Purchases of Securities

If Inflection Point seeks shareholder approval of our initial business combination and does not conduct Redemptions in connection with our initial business combination pursuant to the tender offer rules, the Sponsor, Inflection Point’s or Elroy Air’s directors, officers and their affiliates may purchase Public Shares or Public Rights in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor, Inflection Point’s or Elroy Air’s directors,

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officers and their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by the Sponsor, Inflection Point’s or Elroy Air’s directors, officers and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume of purchases.

Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), the Sponsor, Inflection Point’s or Elroy Air’s directors, officers and their affiliates may enter into transactions with investors and others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial business combination or not redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Warrants in such transactions.

The purpose of any such transactions could be to (1) increase the likelihood of obtaining Inflection Point Shareholder Approval of the Business Combination, (2) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Sponsor, Inflection Point’s or Elroy Air’s directors, officers, advisors and their affiliates anticipate that they may identify the shareholders with whom the Sponsor, Inflection Point’s or Elroy Air’s directors, officers and their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Inflection Point Class A Shares) following our mailing of proxy materials in connection with our initial business combination. To the extent that the Sponsor, Inflection Point’s or Elroy Air’s directors, officers and their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. The Sponsor, Inflection Point’s or Elroy Air’s directors, officers and their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

The Sponsor, Inflection Point’s or Elroy Air’s directors, officers and their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event the Sponsor, Inflection Point’s or Elroy Air’s directors, officers and their affiliates were to purchase Public Shares or Public Warrant from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence and/or consideration to the following:

•        this proxy statement/prospectus discloses the possibility that the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers and their affiliates may purchase Public Shares or warrants from Public Shareholders outside the redemption process, along with the purpose of such purchases;

•        if the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, managers, officers and their affiliates were to purchase Public Shares from Public Shareholders, they would do so at a price no higher than the Redemption Price;

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•        this proxy statement/prospectus includes a representation that any of our securities purchased by the Sponsor, Inflection Point Fund, or Inflection Point’s or Elroy Air’s directors, officers and their affiliates will not be voted in favor of approving the Business Combination;

•        the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, officers and their affiliates will not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption rights, they would waive such rights; and

•        we will disclose in a Form 8-K, before the extraordinary general meeting, the following material items:

•        the amount of securities purchased outside of the redemption offer by the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, officers and their affiliates, along with the purchase price;

•        the purpose of the purchases by the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, officers and their affiliates;

•        the impact, if any, of the purchases by the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, officers and their affiliates on the likelihood that the Business Combination will be approved;

•        the identities of the security holders who sold to the Sponsor, Inflection Point Fund, Inflection Point’s or Elroy Air’s directors, officers and their affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to the Sponsor, Inflection Point’s or Elroy Air’s directors, officers and their affiliates; and

•        the number of Public Shares for which Inflection Point has received redemption requests pursuant to its redemption offer.

Redemption If No Business Combination

The Cayman Constitutional Documents provide that we have only until February 12, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law) (the “Combination Period”) to complete an initial business combination. If we have not completed the Business Combination or another initial business combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes, if any, and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Inflection Point Board, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Inflection Point Warrants, which will expire worthless if we fail to complete the Business Combination or another initial business combination within the Combination Period.

The Sponsor and our officers and directors have agreed, pursuant to a written agreement with us, to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete an initial business combination, such as the Business Combination, within the Combination Period, although they will be entitled to liquidating distributions from assets outside the Trust Account. However, if the Sponsor or such officers and directors acquire Public Shares in or after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete an initial business combination within the allotted Combination Period.

The Sponsor and our officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to the Cayman Constitutional Documents prior to the consummation of our initial business combination to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial

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business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the Combination Period or (ii) any other material provisions relating to the rights of holders of Public Shares or pre-initial business combination activity, in each case unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of proceeds held outside the Trust Account following the closing of the IPO, although we cannot assure our shareholders that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

Without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by Public Shareholders upon Inflection Point’s dissolution would be approximately $[•] as of the Record Date. The proceeds deposited in the Trust Account could, however, become subject to the claims of Inflection Point’s creditors who would have higher priority than the claims of Public Shareholders. Inflection Point cannot assure you that the actual per-share redemption amount received by Public Shareholders will not be substantially less than $[•]. While Inflection Point intends to pay such amounts, if any, Inflection Point cannot assure you that it will have funds sufficient to pay or provide for all creditors’ claims.

Although we have sought, and will continue to seek, to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. Withum, our independent registered public accounting firm, and the Representatives will not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for our independent registered public accounting firm), or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that the Sponsor’s only assets are securities of our Company. Therefore, we cannot assure our shareholders that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for the Business Combination or another initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete the Business Combination or another initial business combination, and our Public

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Shareholders would receive such lesser amount per share in connection with any redemption of their Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure our shareholders that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

We have sought, and will continue to seek, to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. The Sponsor will also not be liable as to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. We have access to up to approximately $1,087,184 from the proceeds of our Initial Public Offering with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.

If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure our shareholders we will be able to return $10.00 per share to our Public Shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or bankruptcy or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself and the Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure our shareholders that claims will not be brought against us for these reasons.

Our Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete an initial business combination within the Combination Period, (ii) in connection with a shareholder vote to amend the Cayman Constitutional Documents prior to the consummation of the initial business combination (A) to modify the substance or timing of our obligation to allow redemption in connection with an initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the Combination Period or (B) with respect to any other material provisions relating to rights of holders of Public Shares or pre-initial business combination activity or (iii) if they redeem their respective shares for cash upon the completion of our initial business combination, subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed business combination. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the Business Combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions of the Cayman Constitutional Documents, like all provisions of the Cayman Constitutional Documents, may be amended with a shareholder vote.

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Properties

Inflection Point’s executive offices are located at 3 Columbus Circle, 24th Floor, New York, New York 10019, and our telephone number is (646) 792-5600. The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our Sponsor for certain office space, utilities and secretarial and administrative support, pursuant to the Administrative Services Agreement. We consider our current office space adequate for our current operations.

Employees

Inflection Point currently has three officers: Kevin Shannon, Gary Quin and Joseph W. Pooler Jr. These individuals are not obligated to devote any specific number of hours to Inflection Point’s matters but they devote as much of their time as they deem necessary to Inflection Point’s affairs until it has completed its initial business combination. The amount of time they devote in any time period will vary based on whether a target business has been selected for Inflection Point’s initial business combination and the stage of the Business Combination process it is in. Inflection Point does not intend to have any full-time employees prior to the completion of its initial business combination.

Directors and Executive Officers

Inflection Point’s directors and executive officers are as follows:

Name		Age		Position
Michael Blitzer		49		Chairman
Kevin Shannon		31		Chief Executive Officer
Gary Quin		56		President and Director
Joseph W. Pooler Jr.		61		Chief Financial Officer
Garrett Curran		56		Director
Alberto Alsina Gonzalez		57		Director
Matthew Murphy		45		Director
Marc Spiegel		45		Director

Michael Blitzer, Chairman

Michael Blitzer has served as our Chairman since June 2026. Mr. Blitzer has been the Chairman of IPHX (Nasdaq: IPHX), a special purpose acquisition company since May 2026 and of IPFX, a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Quantum Space, LLC on June 8, 2026 since December 2025 and a director since September 2025. Mr. Blitzer previously served as co-CEO and director of IPAX, a special purpose acquisition company, from February 2021 until the completion of its business combination with Intuitive Machines, LLC in February 2023. He currently sits on the board of directors and audit committee of Intuitive Machines, Inc. (Nasdaq: LUNR). Mr. Blitzer also served as CEO and director of IPXX, a special purpose acquisition company, from March 2023 until the closing of its business combination with USARE in March 2025, as the President and CEO and director of IPDX, a special purpose acquisition company, from July 2025 until the completion of its initial business combination with Merlin Labs, Inc. in March 2026, as the Chairman and CEO of IPCX until the completion of its business combination with A1R WATER in August 2026, and as the Chairman and CEO of IPEX from September 2026 until the completion of its business combination with GOWell in September 2026. He currently sits on the board of directors of Intuitive Machines, Inc. (Nasdaq: LUNR) where he chairs the compensation committee and is a member of the audit committee, is the Executive Chairman of USA Rare Earth, Inc. (Nasdaq: USAR), and serves on the board of directors of Merlin, Inc. (Nasdaq: MRLN) as lead independent director and chair of the nominating and corporate governance committee. Mr. Blitzer is also founder and partner of Inflection Point Asset Management, which he co-founded with Kevin Shannon in 2024. Inflection Point Asset Management invests in concentrated SPAC sponsor and PIPE positions, primarily focused on backing the Inflection Point franchise of SPACs. Mr. Blitzer was the founder and co-CEO of Kingstown Capital Management, which he founded in 2006 and grew to a multi-billion dollar asset manager with some of the world’s largest endowments and foundations until 2021. Mr. Blitzer began his Wall Street career at J.P. Morgan Securities in 1999 advising companies globally in private debt and equity capital raises followed by work at the investment fund Gotham Asset Management, which was founded by the author and investor Joel Greenblatt. He holds an M.B.A. from Columbia Business School and a B.S. from Cornell University. We believe Mr. Blitzer is well-qualified to serve as a director due to his extensive experience as a director and company advisor, as well as his experience with finance and special purpose acquisition companies.

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Kevin Shannon, Chief Executive Officer

Kevin Shannon has served as our Chief Executive Officer since June 2026. Mr. Shannon has been the CEO of IPHX since May 2026 and of IPFX, a special purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Quantum Space, LLC on June 8, 2026 since December 2025. He previously served as Chief of Staff of IPXX from March 2023 until the completion of its initial business combination with USA Rare Earth, Inc. in March 2025, as Chief of Staff of IPAX from March 2021 until the completion of its initial business combination with Intuitive Machines, Inc. in February 2023, as the COO of IPDX from July 2025 until the completion of its initial business combination with Merlin Labs, Inc. in March 2026, as COO of IPCX until the completion of its initial business combination with A1R WATER in August 2026, and COO of IPEX from September 2025 until the completion of its initial business combination with GoWell in September 2026. In his role as CEO of IPFX, COO of IPCX, IPDX and IPEX, and Chief of Staff for IPXX and IPAX, Mr. Shannon was an active participant in all target search, negotiation, and due diligence workstreams. Mr. Shannon is a founder and partner of Inflection Point Asset Management, which he co-founded with Michael Blitzer in 2024. Inflection Point Asset Management invests in concentrated SPAC sponsor and PIPE positions, primarily focused on backing the Inflection Point franchise of SPACs. Mr. Shannon also currently serves as Capital Markets Advisor for Intuitive Machines, Inc. and as Special Advisor to USA Rare Earth, Inc. Prior to Inflection Point Asset Management, Mr. Shannon was a Principal at The Venture Collective from April of 2023 to March of 2024 helping to source and diligence later stage investments for the venture capital firm. Before that, Mr. Shannon was a Senior Analyst at Kingstown Capital from March of 2021 to March of 2023. Mr. Shannon began his career in Equity Capital Markets at Bank of America, spending time working across the Technology, Industrials, Equity-Linked, and SPAC teams within ECM. Mr. Shannon holds a B.A. from Colgate University.

Gary Quin, President and Director

Gary Quin has served as director of the Company since inception, as Chief Executive Officer from October 2025 until his resignation on June 26, 2026 and as Chairman of the Board from January 2026 until his resignation on June 26, 2026. From April 2025, he served as Chief Executive Officer and from June 2024 as a director of Columbus Circle Capital Corp I (Nasdaq: BRR), until December 2025, when he became a director of ProCap Financial Inc. (Nasdaq: BRR) following its business combination with Columbus Circle Capital Corp. I. Mr. Quin has over 30 years of corporate and financial experience and has executed approximately $65 billion in M&A and capital market transactions throughout his career. Mr. Quin is currently the Vice Chairman of CCM, which is a division of CCS, a position he has held since 2024. He is responsible for leading and expanding the firm’s investment banking operations throughout the European, Middle Eastern, and African regions and has extensive connections in the global financial sponsor community. He also has deep sectoral expertise in telecoms, media (including sports and media rights), digital infrastructure, real estate, and financial services (including fintech). His expertise spans a wide array of industries, enabling him to provide strategic counsel and execution support to clients across diverse sectors. Mr. Quin is also currently a board member of Venturerock BV, a Dutch venture capital firm. Mr. Quin’s corporate, banking and advisory relationships and network among financial sponsors and the venture capital community provides us deal sourcing capabilities and access to high-quality acquisition opportunities. In October 2020, Mr. Quin became the Chief Executive Officer of North Atlantic Acquisition Corp (“NAAC”), which completed a $330 million IPO and raised a total of $383 million. In January 2023, NAAC announced its dissolution and the liquidation and return of assets held in trust to its shareholders. Prior to NAAC, Mr. Quin was Vice Chairman of Credit Suisse Group investment banking division in Europe from 2010 to December 2019, where he advised Europe’s corporates, governments, financial sponsors and family offices across M&A, private and public capital raising. Prior to this, Mr. Quin also served as Senior Advisor to The Blackstone Group from 2011 to 2012, during which time Blackstone acquired Eircom Limited for $3.8 billion. Prior to working at Credit Suisse, Mr. Quin was Chief Executive Officer of Blackrock Communications Ltd., a telecom-focused, private equity firm. Mr. Quin’s tenure at Blackrock Communications Ltd. was highlighted by a number of notable private and public telecom deals, including the 2009 acquisition of Melita Limited, a Maltese telecommunications and digital infrastructure company. Following the acquisition, he served as a director and shareholder of Melita, where he helped nearly double EBITDA in a three-year span from 2011 to 2014. At the time of acquisition, Melita had one of the leading ARPU in the Maltese market across all products and one of the best performances in Europe of a cable TV player launching mobile telephony. From 2011 to 2014, Melita witnessed a revenue CAGR of 7%, EBITDA grew at a CAGR of 25%, increasing roughly 2.0x, and EBITDA margins grew to 50%. Over the life of his investment in Melita and position as board member, Mr. Quin was critical in transforming the business from a pay-TV-centric cable operator into one of Europe’s first fully integrated quadruple-play telecom operators, with market leading positions in

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broadband and pay-TV and a fast-growing market share in mobile, as well as one of the broadest digital infrastructure offerings in the region. EQT recently announced the sale of Melita Limited to Goldman Sachs for an estimated $800 million. Prior to Blackrock Communications Limited, Mr. Quin filled various financial roles with Digicel Group Limited, a global mobile phone network and home entertainment provider. Digicel Group Limited, which received an early investment from The Blackstone Group, was launched in 2001 and grew to have 14 million subscribers as of December 31, 2018 and across 32 countries in 2020. He received his bachelor’s degree from the University College Cork, Ireland and his M.B.A. from Trinity College Dublin, Ireland.

Joseph W. Pooler, Jr., Chief Financial Officer

Joseph W. Pooler, Jr. has served as our Chief Financial Officer since October 2025. From May 2025 to December 2025 he served as Chief Financial Officer and Secretary of Columbus Circle 1 (Nasdaq: BRR). With over 30 years of experience in corporate finance, Mr. Pooler has developed deep expertise through his leadership in executive roles across publicly traded companies. Mr. Pooler has served as Executive Vice President, Chief Financial Officer and Treasurer of Cohen & Company Inc., a financial services firm specializing in asset management, capital markets, and fixed income trading, since December 2009. He has also served as Cohen & Company, LLC’s Chief Financial Officer since November 2007 and as its Chief Administrative Officer since May 2007. Previously, in March 2018, Mr. Pooler served as the Chief Accounting Officer and Treasurer of Insurance Acquisition Corp. (“Insurance SPAC”), which completed a $151 million initial public offering in March 2019. No public shares were redeemed in connection with Insurance SPAC’s extensions and the consummation of its Business Combination. In October 2020 Insurance SPAC merged with Shift Technologies, Inc. (“Shift”), an end-to-end ecommerce platform for buying and selling used cars, resulting in Shift’s common stock trading on Nasdaq Capital Market under the symbol “SFT.” He also served as the Chief Financial Officer and Treasurer of INSU Acquisition Corp. II (“Insurance SPAC II”), which completed a $230 million initial public offering in September 2020. Insurance SPAC II experienced aggregate redemptions of 8,372 Public Shares in connection with various extensions and the consummation of its Business Combination. In February 2021, Insurance SPAC II merged with Metromile, Inc. (“Metromile”), a digital insurance platform and pay-per-mile auto insurer, resulting in Metromile’s Class A common stock and warrants trading on Nasdaq under the symbols “MILE” and “MILEW” respectively. Mr. Pooler also served as the Chief Financial Officer of INSU Acquisition Corp. III, a SPAC which completed a $250 million initial public offering in December 2020 and was subsequently liquidated. He also served as the Chief Financial Officer of FTAC Parnassus Acquisition Corp., which completed a $250 million initial public offering in March 2021 and was subsequently liquidated. He also served as the Chief Financial Officer and Secretary of FTAC Zeus Acquisition Corp., which completed a $402.5 million initial public offering in November 2021 and was subsequently liquidated. From July 2006 to November 2007, Mr. Pooler served as Senior Vice President of Finance of Cohen & Company, LLC. Additionally, from November 2007 to March 2009, Mr. Pooler served as Chief Financial Officer of Muni Funding Company of America, LLC, a Cohen & Company, Inc. managed company investing in middle-market non-profit organizations. Prior to joining Cohen & Company, LLC, Mr. Pooler held key management positions from 1999 through 2005 at Pegasus Communications Corporation (now known as The Pegasus Companies, Inc. (OTC: PEGX)), which operated in the direct broadcast satellite television and broadcast television station segments. While at Pegasus, Mr. Pooler held various positions including Chief Financial Officer, Principal Accounting Officer, and Senior Vice President of Finance. From 1993 to 1999, Mr. Pooler held various management positions with MEDIQ, Incorporated, which provides rental and sales of critical care medical equipment to healthcare providers across the U.S., including Corporate Controller, Director of Operations, and Director of Sales Support. Mr. Pooler holds an M.B.A. from Drexel University, a B.A. from Ursinus College, and was previously a Certified Public Accountant in the Commonwealth of Pennsylvania (license lapsed).

Garrett Curran, Independent Director

Garrett Curran has served as one of our directors since February 2026. From May 2025 to December 2025 he served on the board of directors of Columbus Circle 1 (Nasdaq: BRR). He is a Board member, advisor and investor specializing in financial services, technology and real estate. He has been an Independent Non-Executive Director at Santander Asset Management (Madrid) since June 2023. Mr. Curran’s most recent Board member and advisory roles include acting as Independent Non-Executive Director at Santander Bank UK (London) from 2019 to 2022, Board member at specialist asset management firm EQCapital SL (Madrid) from 2020 to 2025; Independent Non-Executive Director at Spanish “Build-to-Rent” developer Bext Space Holding SL (Madrid) from 2021 to 2023; Independent Non-Executive Director at listed insurance group Argus Group Holdings (Bermuda) from 2021 to 2023;

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Board Member and shareholder of developer and W-Hotel-Verbier-owner Les Trois Rocs SA, (Verbier, Switzerland) from 2017 to 2023; Independent Senior Advisor to the Investment Committee at Apollo-owned insurance company Catalina Holdings Ltd (Bermuda/London) from 2018 to 2020. Mr. Curran previously spent 22 years in investment banking in a variety of positions in London and New York spending the last 9 years at Credit Suisse. He was Chief Executive Officer of Credit Suisse in the UK and the bank’s Chief Client Officer in EMEA, whilst also managing and supervising their Global Markets EMEA client business within the IB, with responsibilities spanning strategy, capital allocation, operational management, supervision, culture and senior client relationships. He frequently represented the bank in public forums and conferences, such as the World Economic Forum, Eurofi, The Economist Future of Banking summit, and was a Board member of Credit Suisse UK Ltd. Mr. Curran is a Fellow Commoner of St Catharine’s College, Cambridge University and is Chairman of the Foundation Board of Queen’s University, Belfast. He received both a B.A. in Law and an M.A. in Law from Cambridge University and holds a Diploma in “Estudios Hispánicos” from the University of Navarre. Mr. Curran is well-qualified to serve as a director due to his extensive finance and investing experience in financial services, technology and real estate.

Alberto Alsina Gonzalez, Independent Director

Alberto Alsina Gonzalez has served as one of our directors since February 2026. From May 2025 to December 2025 he served on the board of directors of Columbus Circle 1 (Nasdaq: BRR). He has more than three decades of international experience in multinational settings where he held several executive positions at global and European levels in the U.S., UK, Brazil, Germany, Zimbabwe, Spain and Malta. He has also held Board positions in many African, Asian and South American companies. With more than 20 years of experience specifically in Private Equity, he has honed his skills at private equity firms such as Permira, and Mediterrania Capital Partners Ltd. (“Mediterrania”), which he founded in 2013 and where he currently serves as Chief Executive Officer and Group Managing Partner. Mediterrania invests in Africa, operating under regulators such as the Malta MFSA, the Mauritius FSC, and the Spanish regulator CNMV. As of 31st October 2024, the total assets under management pursuant to the Impact Principles amount to €556.8 million. The group companies and portfolio companies of Mediterrania deliver over €1.8 billion in annual revenues and employ more than 27,000 people in Africa. Mr. Alsina Gonzalez also serves as the Chairman of the Investment Committee for Mediterrania. Mr. Alsina Gonzalez’s professional journey spans over 25 years, marked by his expertise in general management on a global scale. From January 1993 to December 2001, he spent 9 years at General Cable, where he served as VP in the Telecomms division in the U.S. From 2001 to 2004, he served 3 years at Textron Inc, an aviation and aerospace manufacturing company. From 2004 to 2006, Mr. Alsina Gonzalez spent over 2 years as a managing director at VWR (pharma) in the UK where he played a vital role in a successful Private Equity MBO project. From 2007 to 2012, Mr. Alsina Gonzalez was a managing director at Riva y Garcia Financial Group. Mr. Alsina Gonzalez holds an Executive Education Advanced Management Program degree from Harvard Business School and a bachelor’s degree in Business Studies from the University of Barcelona in Spain. He also holds a postgraduate degree in European Management from the University of Poitiers in France in conjunction with the University of Fulda in Germany and University of Poitiers in France. Mr. Alsina Gonzalez has completed a Finance executive education degree from Harvard Business School (U.S.) in 2003, an executive education degree in PE & VC from the London Business School (U.K.) in 2006, and an executive education degree in Leadership from Wharton (U.S.) in 2010. He received an Executive Advanced Management Program degree from IESE Business School (Spain). Since 2007, Mr. Alsina Gonzalez has been an associate professor at EADA School of Business and UIC University in Barcelona. Mr. Alsina Gonzalez also demonstrates a strong commitment to philanthropy and social causes. As a board member of a non-profit organization dedicated to treating children with disabilities and psychological problems, helping more than 15,000 children since 2012. Furthermore, Mr. Alsina Gonzalez serves on the board of African Venture Capital Association (AVCA) and is a member of the African Council of Global Private Equity Association (GPAC). Mr. Alsina Gonzalez is well-qualified to serve as a director due to his extensive global finance and investing experience.

Matthew Murphy, Independent Director

Matthew Murphy has served as one of our directors since February 2026. From May 2025 to December 2025 he served on the board of directors of Columbus Circle 1 (Nasdaq: BRR). He has over 20 years of experience in venture capital, entrepreneurship, and strategic investing, specializing in disruptive innovations across a variety of sectors. Since 2018, he has served as a General Partner at Montage Ventures, with a focus on backing entrepreneurs looking

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to disrupt the Financial Services, Real Estate and Insurance industries. During his tenure at Montage, his team has invested in over 75 start-ups, leveraging their expertise to drive growth. Mr. Murphy currently serves on the Board of Directors of several portfolio companies of Montage Ventures, including Equi, an alternative investment portfolio, Feals, a wellness brand offering health supplements, Keyway, a real estate technology company, Pylon, a mortgage-lending-as-a-service platform, Upswing Health, a digital musculoskeletal (MSK) platform, Vint, an investment platform for curated wines and spirits, and Welcome Homes, a real estate platform that simplifies the home-building process. Previously, Mr. Murphy served as Global Vice President of Renren (NYSE: RENN), which operates the leading real-name social networking internet platform in China, from 2012 to 2018. There, he focused on building Renren’s global investment portfolio in FinTech, Logistics and Marketplaces — with investments including SoFi, LendingHome, Motif, Aspiration and Fundrise. In addition, he was the Chief Marketing Officer for Renren’s Real Estate Technology Group, which is made up of Chime Technologies, Geographic Farm and Sindeo Mortgage from 2012 to 2018. Prior to Renren, Mr. Murphy was the Chief Marketing Officer & Co-Founder of Lemon.com, a leading mobile wallet solution (Acquired by LifeLock), from 2010 to 2012 and General Manager of Bling Nation, a provider of mobile payment services, from 2010 to 2012. He also served as the Chief Marketing Officer at Chegg (NYSE: CHGG), a leader in textbook rentals and online education from 2009 to 2010 and was part of the executive team that raised over $112 million in funding. Additionally, he served as the head of Advertising & Media at E*TRADE Financial from 2000 to 2006, and won numerous awards for his work, including a Clio, Effie and Stevie Award. Throughout his career, he has played a key role in backing and scaling high-growth ventures, building investment portfolios, and advising companies at various stages of development. Mr. Murphy earned his Master’s degree in Business Administration from the Christos M. Cotsakos College of Business at William Paterson University, earned a Bachelor’s degree in finance from Santa Clara University and attended Executive Marketing courses at Northwestern University’s Kellogg School of Management. Mr. Murphy is well-qualified to serve as a director due to his extensive investing and marketing experience in numerous public and private companies across multiple industries.

Marc Spiegel, Independent Director

Marc Spiegel has served as one of our directors since February 2026. He is a seasoned entrepreneur and business leader with over two decades of experience spanning environmental services, sports, and finance. He is the Founder and Managing Member of Innovatio Capital LLC, a firm focused on strategic investments and capital solutions, since 2024. In 2022, Mr. Spiegel also founded 502Circle, LLC, a company created to provide communities with an opportunity to support student-athletes, and previously co-founded Rubicon Technologies, Inc., a pioneer in sustainable, cloud-based waste and recycling solutions, in 2009. Mr. Spiegel began his career in the environmental services industry, holding roles at his family’s businesses prior to exits to Republic Services and Waste Management. Mr. Spiegel then founded Rubicon Technologies, where he served until 2024. His leadership helped transform Rubicon into a recognized player in technology-driven sustainability. In addition to his entrepreneurial ventures, Mr. Spiegel has held multiple corporate affiliations and currently serves as the majority owner of Querétaro F.C., a top-flight Mexican soccer team. He was named to the Atlanta Business Chronicle’s “40 Under 40” list in 2016, reflecting his impact and leadership in business. He holds a Bachelor of Science in Sport Administration with a minor in Communication and a Master of Public Administration in Public Administration and Non-Profit Management, both from the University of Louisville. Mr. Spiegel is well-qualified to serve as a director due to his extensive experience in environmental services, sports, and finance.

Executive and Director Compensation

None of Inflection Point’s executive officers or directors have received any cash compensation for services rendered to Inflection Point. We are not prohibited from paying any fees (including advisory fees), reimbursements or cash payments to the Sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, including the following payments, all of which, if made prior to the completion of our initial business combination, will be paid from working capital:

•        Reimbursement for office space, utilities and secretarial and administrative support made available to us by an affiliate of the Sponsor, in an amount equal to $10,000 per month pursuant to the Administrative Services Agreement;

•        Payment of consulting, success or finder fees to our independent directors or their respective affiliates in connection with the consummation of our initial business combination;

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•        In addition to the Business Combination Marketing Agreement, we may engage CCM, an affiliate of our Sponsor and the Representatives as advisors or otherwise in connection with our initial business combination and certain other transactions and pay such entity a fee in an amount that constitutes a market standard for comparable transactions; the terms of such engagement, if any, have not been determined and no written agreements exist with respect to such engagement;

•        Reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial business combination;

•        Repayment of working capital loans that may be made by the Sponsor or an affiliate of the Sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination. Up to $1,500,000 of such working capital loans may be convertible into private placement units of the post-business combination entity at a price of $10.00 per unit at the option of the applicable lender. Such units would be identical to the Private Placement Units. Except for the foregoing, the terms of such working capital loans, if any, have not been determined and no written agreements exist with respect to such working capital loans;

•        Our independent directors each received, for their services as a director, an indirect interest in 50,000 Founder Shares through membership interests in our Sponsor, our Chairman received an indirect interest in 729,130 Founder Shares through membership interests in the Sponsor, our Chief Executive Officer received an indirect interest in 243,043 Founder Shares through membership interests in our Sponsor, our President received an indirect interest in 550,000 Founder Shares through membership interests in our Sponsor and our Chief Financial Officer received an indirect interest in 175,000 Founder Shares through membership interests in our Sponsor; and

•        Payment to CCM and Clear Street of their underwriting discount, the Marketing Fee, fees for any financial advisory, placement agency or other similar investment banking services CCM and Clear Street may provide to us in the future, including in connection with the closing of our initial business combination, and reimbursement of the Representatives for any out-of-pocket expenses incurred by them in connection with the performance of such services.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation.

Any compensation to be paid to Inflection Point’s executive officers will be determined, or recommended to the Inflection Point Board for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on the Inflection Point Board. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of the Business Combination, or another initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the Business Combination, or another initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of the Business Combination, or another initial business combination, will be a determining factor in our decision to proceed with the Business Combination, or another initial business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

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Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor, Inflection Point Fund, their respective affiliates and Inflection Point’s directors, officers and their affiliates in connection with the Business Combination and related transactions.

Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
Columbus Circle 2 Sponsor Corporation LLC		7,666,667 shares of New Elroy Air Common Stock upon conversion of 7,666,667 Inflection Point Class A Ordinary Shares received upon conversion of 7,666,667 Inflection Point Class B Shares in the Sponsor Share Conversion(1)(2)		$25,000
		265,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 265,000 Private Placement Units(3)		$2,650,000
		88,333 New Elroy Air Warrants upon conversion of 88,333 Inflection Point Warrants underlying 265,000 Private Placement Units(3)
		Repayment of $300,000 due under IPO Promissory Note		Repayment of loans made to Inflection Point to cover offering related and organizational expenses
Inflection Point Fund I, LP		A number of shares of Series A Preferred Stock equal to the quotient, rounded up to the nearest whole share of (i) the total outstanding principal and accrued and unpaid interest on the Pre-Funded Convertible Note as of one day prior to Closing, divided by $12.00, as may be adjusted pursuant to the terms and conditions of such Pre-Funded Convertible Note (approximately 3,245,741 shares of Series A Preferred Stock taking into account accrued interest through November 5, 2026; such number of shares of Series A Preferred Stock may increase prior to Closing due to additional accrued interest after such date), and a New Elroy Air Series A Warrant exercisable for 3,133,333 shares of New Elroy Air Common Stock		Exchange of Pre-Funded  Convertible Note and a Pre-Funded Warrant, which Pre-Funded Convertible Note and Pre-Funded Warrant were acquired for an aggregate purchase price of approximately $32.0 million
		3,000,000 shares of New Elroy Air Common Stock, or approximately 39.1%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC		$3,200,000 as an underwriting fee in connection with the IPO, which amount was used to purchase 320,000 Private Placement Units		Underwriting fee in connection with the IPO
		320,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 320,000 Private Placement Units(4)		320,000 Private Placement Units purchased using $3,200,000 received as an underwriting fee in connection with the IPO
		106,667 New Elroy Air Warrants upon conversion of 106,667 Inflection Point Warrants underlying 320,000 Private Placement Units(4)

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Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
		A cash fee upon the consummation of the Business Combination or another initial business combination of up to $7,840,000, consisting of (i) an amount equal to 3.2% of the gross proceeds from the sale of 20,000,000 Inflection Point Units in the IPO remaining in the Trust Account following Redemption (up to $6,400,000), and (ii) 4.8% of the gross proceeds from the sale of 3,000,000 Inflection Point Units pursuant to the overallotment in the Company’s IPO remaining in the Trust Account following Redemptions (up to $1,440,000)		Services pursuant to the Business Combination Marketing Agreement
		A cash fee upon the consummation of the Business Combination of $2,500,000		Services as a joint financial advisor to Inflection Point in connection with the Business Combination
		A cash fee upon the consummation of the Business Combination and the Closing PIPE Investment of $1,500,000		Services as co-placement agent in connection with the Closing PIPE Investment
Michael Blitzer		729,130, or approximately 9.5%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		30,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 30,000 Private Placement Units		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		10,000 New Elroy Air Warrants upon conversion of 10,000 Inflection Point Warrants underlying 30,000 Private Placement Units
Gary Quin		250,259, or approximately 3.3%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
Kevin Shannon		243,043, or approximately 3.2%, of the shares of New Elroy Air Common Stock that will be received by the Sponsor upon conversion of Founder Shares		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		10,000 shares of New Elroy Air Common Stock upon conversion of Inflection Point Class A Shares underlying 10,000 Private Placement Units		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination
		3,333 New Elroy Air Warrants upon conversion of 3,333 Inflection Point Warrants underlying 10,000 Private Placement Units
Cohen & Company, LLC		$10,000 per month		Office space, administrative and shared personnel support services
Sponsor, Officers, and Directors, or our or their affiliates		Payment of consulting, success or finder fees to independent directors or their respective affiliates in connection with the consummation of the Business Combination or another initial business combination		Any services in order to effectuate the completion of an initial business combination
		Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination		Services in connection with identifying, investigating, negotiating, and consummating the Business Combination

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Entity/Individual		Amount of Compensation to be Received or Securities Issued or to be Issued		Consideration Paid or to be Paid, or Services Provided
		Private placement units into which up to $1,500,000 in working capital loans may be convertible at a price of $10.00 per unit at the option of the lender		Working capital loans to finance transaction costs in connection with an initial business combination

Number and Terms of Office of Officers and Directors

Committees of the Board of Directors

The Inflection Point Board has established two standing committees: an audit committee and a compensation committee. Subject to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter approved by our board and has the composition and responsibilities described below.

Audit Committee

Mr. Spiegel, Mr. Alsina Gonzalez and Mr. Curran serve as the members of our Audit Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Mr. Spiegel, Mr. Alsina Gonzalez and Mr. Curran are each independent.

Mr. Curran serves as the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our board of directors has determined that Mr. Curran qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the principal functions of the audit committee, including:

•        assisting the Inflection Point Board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

•        pre-approving all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;

•        setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

•        meeting to review and discuss our annual audited financial statements and quarterly financial statements with our management team and the independent registered public accounting firm, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

•        reviewing with our management team, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities;

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•        advising the Inflection Point Board and any other committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change, with the assistance of management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule; and

•        implementing and overseeing our cybersecurity and information security policies, and periodically reviewing the policies and managing potential cybersecurity incidents.

Compensation Committee

The members of our Compensation Committee are Mr. Spiegel, Mr. Alsina Gonzalez and Mr. Curran. Mr. Alsina Gonzalez serves as chair of the Compensation Committee. Under the Nasdaq Rules and applicable SEC rules, we are required to have a compensation committee of at least two members, all of whom must be independent. Mr. Spiegel, Mr. Alsina Gonzalez and Mr. Curran are each independent. We have adopted a Compensation Committee charter, which details the principal functions of the Compensation Committee, including:

•        reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officers based on such evaluation;

•        reviewing and making recommendations to the Inflection Point Board with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers;

•        reviewing executive compensation policies and plans;

•        implementing and administering incentive compensation equity-based remuneration plans;

•        assisting management in complying with Inflection Point’s proxy statement and annual report disclosure requirements;

•        approving all special perquisites, special cash payments and other special compensation and benefit arrangements for executive officers and employees;

•        producing a report on executive compensation to be included in Inflection Point’s annual proxy statement;

•        reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and

•        advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of it by the Clawback Policy, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the SEC Clawback Rule.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Director Nominations

We do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or the Nasdaq Rules. In accordance with Rule 5605-6(e) of the Nasdaq Rules, a majority of the independent directors may recommend a director nominee for selection by the Inflection Point Board. The Inflection Point Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who participate in the consideration and recommendation of director nominees are Mr. Alsina Gonzalez, Mr. Curran, Mr. Murphy and Mr. Spiegel. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

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The Inflection Point Board also considers director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for appointment to the Inflection Point Board should follow the procedures set forth in the Cayman Constitutional Documents.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Inflection Point Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. Prior to our initial business combination, our Public Shareholders will not have the right to recommend director candidates for nomination to the Inflection Point Board.

Director Independence

Nasdaq Rules require that a majority of the Inflection Point Board be independent within one year of our IPO. An “independent director” is defined generally as a person who, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). The Inflection Point Board has determined that each of Mr. Spiegel, Mr. Alsina Gonzalez and Mr. Curran are “independent directors” as defined in the Nasdaq Rules and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Code of Ethics

We have adopted the Code of Ethics. If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC rules or the Nasdaq Rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this proxy statement/prospectus or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.

Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

(i)     duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

(ii)    duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

(iii)   directors should not improperly fetter the exercise of future discretion;

(iv)   duty to exercise powers fairly as between different sections of shareholders;

(v)    duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

(vi)   duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge, skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position at the expense of the company. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the Cayman Constitutional Documents or alternatively by shareholder approval at general meetings. Each of our

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officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. The Cayman Constitutional Documents provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers or directors could materially affect our ability to complete the Business Combination, or another initial business combination. Below is a table summarizing the entities to which our officers and directors currently have fiduciary duties or contractual obligations:

Individual		Entity		Entity’s Business		Affiliation
Michael Blitzer		Kingstown Capital Management, L.P.		Asset management		Founder and Co-Chief Investment Officer
		Kingstown Capital Partners, LLC		Asset management		Managing Member
		Kingstown Management GP LLC		Asset management		Managing Member
		Kingstown Partners Master Ltd, Kingstown Partners II, L.P., Kingstown 1740 Fund, LP and Kingfishers L.P.		Investment Funds		Funds managed by Kingstown Capital Management, LP and Kingstown Management GP LLC
		Inflection Point Asset Management LLC		Asset management		Director and Chief Investment Officer
		Inflection Point GP I LLC		Asset management		Manager and Member
		Inflection Point Fund I, LP		Investment fund		Fund managed by Inflection Point Asset Management LLC and Inflection Point GP I LLC
		Intuitive Machines, Inc.		Space exploration, infrastructure and services		Director
		USA Rare Earth, Inc.		Manufacturing		Executive Chairman
		Merlin, Inc.		Aviation		Director
		Inflection Point Acquisition Corp. VI		Special purpose acquisition company		Chairman
		Inflection Point Acquisition Corp. VIII		Special purpose acquisition company		Chairman
		Bleichroeder Acquisition Corp. III		Special purpose acquisition company		Chairman
Kevin Shannon		USA Rare Earth, Inc.		Manufacturing		Special Advisor
		Intuitive Machines, Inc.		Space exploration, infrastructure and services		Capital Markets Advisor
		Inflection Point Asset Management LLC		Asset management		Director and Portfolio Manager
		Inflection Point Fund I, LP		Investment fund		Fund managed by Inflection Point Asset Management LLC
		Inflection Point Acquisition Corp. VI		Special purpose acquisition company		Chief Executive Officer

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Individual		Entity		Entity’s Business		Affiliation
		Inflection Point Acquisition Corp. VIII		Special purpose acquisition company		Chief Executive Officer
		Bleichroeder Acquisition Corp. III		Special purpose acquisition company		Co-Chief Executive Officer
		Air Water Ventures Limited		Beverage		Director
		GoWell Energy Technology		Oilfield services		Director
Gary Quin		Cohen & Company Capital Markets		Financial		Vice Chairman
		Venturerock BV		Venture Capital		Director
		ProCap Financial Inc.		Financial Services		Director
		Columbus Circle Capital Corp III		Special purpose acquisition company		Chief Executive Officer and Chairman
Garrett Curran		Santander Asset Management (Madrid)		Investing		Director
		Columbus Circle Capital Corp III		Special purpose acquisition company		Director
Alberto Alsina Gonzalez		Mediterrania Capital		Private Equity		Chief Executive Officer and Director
		Columbus Circle Capital Corp III		Special purpose acquisition company		Director
Matthew Murphy(1)		Montage Ventures		Investing		General Partner
		Columbus Circle Capital Corp III		Special purpose acquisition company		Director
Joseph W. Pooler, Jr.		Cohen & Company Inc.		Finance		Officer
		Cohen & Company, LLC		Finance		Officer
		Columbus Circle Capital Corp III		Special purpose acquisition company		Officer
Marc Spiegel(2)		Innovatio Capital LLC		Investing		Principal
		Columbus Circle Capital Corp III		Special purpose acquisition company		Director

____________

(1)      Mr. Murphy is the director of portfolio companies of Montage Ventures, and such portfolio companies may have precedence with respect to business combination targets over us.

(2)      Mr. Spiegel is the director of portfolio companies of Innovatio Capital, and such portfolio companies may have precedence with respect to business combination targets over us.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against Inflection Point or any members of its management team in their capacity as such, and Inflection Point and the members of its management team have not been subject to any such proceeding in the 12 months preceding the date of this proxy statement/prospectus.

Periodic Reporting and Audited Financial Statements

Inflection Point has registered its securities under the Exchange Act and has reporting obligations, including the requirement to file annual and quarterly reports with the SEC. In accordance with the requirements of the Exchange Act, Inflection Point’s annual reports contain consolidated financial statements audited and reported on by Inflection Point’s independent registered public accounting firm.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF INFLECTION POINT

The following discussion and analysis of the financial condition and results of operations of Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II) (for purposes of this section, “Inflection Point”, “we”, “us” and “our”) should be read in conjunction with the financial statements and related notes of Inflection Point included elsewhere in this prospectus/proxy statement. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this prospectus/proxy statement.

Overview

We are a special purpose acquisition company incorporated on April 3, 2025, as a Cayman Islands exempted company and 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, which we refer to throughout this prospectus as our initial business combination.

We are an early stage and emerging growth company and, as such, we are subject to all of the risks associated with early stage and emerging growth companies. We expect to incur significant costs in the pursuit of our acquisition plans. There can be no assurance that our plans to complete the Business Combination or another initial business combination will be successful.

The registration statement for the IPO became effective on January 30, 2026. On February 12, 2026, we consummated our IPO of 23,000,000 Inflection Point Units, including 3,000,000 Inflection Point Units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each Inflection Point Unit consists of one Public Share and one-third of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Inflection Point Class A Share for $11.50 per share. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of $230,000,000.

Simultaneously with the closing of the IPO and pursuant to the Private Placement Units Purchase Agreements, we completed the sale of an aggregate of 665,000 Private Placement Units to the Sponsor and the Representatives in the Private Placement at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to us of $6,650,000. Of those 665,000 Private Placement Units, our Sponsor purchased 265,000 Private Placement Units and the Representatives purchased 400,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities), except as otherwise described herein.

Following the closing of the IPO on February 12, 2026, an amount of $230,000,000 ($10.00 per unit) from the net proceeds of the sale of the Inflection Point Units, and a portion of the net proceeds from the sale of the Private Placement Units, was placed in the Trust Account, located in the United States, with Continental acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to Inflection Point to pay its taxes, the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of an initial business combination, (ii) the redemption of the Inflection Point’s Public Shares if Inflection Point is unable to complete the initial business combination within the completion window, subject to applicable law and the Cayman Constitutional Documents, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Cayman Constitutional Documents to (A) modify the substance or timing of Inflection Point’s obligation to allow redemption in connection with the initial business combination or to redeem 100% of the Public Shares if Inflection Point has not consummated an initial business combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity. The proceeds deposited in the Trust Account could become subject to the claims of Inflection Point’s creditors, if any, which could have priority over the claims of the Public Shareholders.

Inflection Point’s prospectus for its IPO and the Cayman Constitutional Documents provide that it has until February 12, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law), to complete an initial business combination.

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We may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending the Cayman Constitutional Documents. Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial business combination within 36 months after initial public offering. If we do not meet such requirement, our securities will likely be subject to a suspension of trading and delisting from Nasdaq.

Liquidity and Capital Resources

Following the IPO, including the full exercise of the over-allotment option, and the sale of the Private Placement Units, a total of $230,000,000 was placed in the Trust Account. We incurred fees of $5,014,442 in the IPO, consisting of $4,000,000 of cash underwriting fee, and $1,014,442 of other offering costs.

For the period from April 3, 2025 (inception) through December 31, 2025, no cash was used in operating activities. Net loss of $46,064 was offset by general and administrative costs paid through the issuance of the Class B Ordinary Shares of $4,644 and paid through the IPO Promissory Note of $41,420.

For the six months ended June 30, 2026, cash used in operating activities was $375,953. Net income of $1,219,059 was affected by interest earned on cash and investments held in the Trust Account of $3,097,832 and payment of operation costs through promissory notes — related party of $53,250. Changes in operating assets and liabilities provided $1,530,114 of cash for operating activities.

As of December 31, 2025 and June 30, 2026, we had cash and investments held in the Trust Account of $0 and $233,097,832 (including approximately $3,097,832 of interest income on money market funds), respectively. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of any taxes payable), to complete an initial business combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any time, (based on our management team’s ongoing assessment of all factors related to our potential status under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest-bearing demand deposit account at a bank.

As of December 31, 2025, we had no cash and a working capital deficit of $169,035. Following the closing of the IPO, we had cash held outside of the Trust Account of approximately $1,665,000 and working capital of $1,512,494.

As of June 30, 2026, we had cash held outside of the Trust Account of $1,087,184. We use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants, or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

Our liquidity needs through December 31, 2025 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares and (ii) loans pursuant to the IPO Promissory Note.

Our liquidity needs through February 12, 2026 were satisfied through (i) a contribution of $25,000 from the Sponsor in exchange for the issuance of our Founder Shares, and (ii) a loan pursuant to the IPO Promissory Note. Following the IPO, and the sale of the Private Placement Units, our liquidity needs through June 30, 2026 have been satisfied through the net proceeds from the consummation of the IPO and the sale of the Private Placement Units held outside of the Trust Account.

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IPO Promissory Note

Prior to the closing of the IPO, the Sponsor agreed to loan us an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the IPO. Such loans and advances were non-interest bearing and payable on the earlier of June 30, 2026 or the completion of the IPO. The loan of $300,000 was fully repaid upon the consummation of the IPO on February 12, 2026. No additional borrowing is available under the IPO Promissory Note.

Working Capital Loans

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete an initial business combination, we intend to repay such Working Capital Loans. In the event that we do not complete an initial business combination, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account will be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-business combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). As of December 31, 2025 and June 30, 2026, we did not have any borrowings under any Working Capital Loans.

In connection with our assessment of going concern considerations in accordance with FASB ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” we do not believe we will need to raise additional funds to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence, negotiating and consummating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination.

Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as follows:

Administrative Services Agreement

Commencing February 11, 2026, and until the completion of our initial business combination or liquidation, we reimburse an affiliate of the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. For the three and six months ended June 30, 2026, the Company incurred and paid $30,000 and $50,000 in fees for these services, which amounts are included in accrued expenses in our condensed balance sheet as of June 30, 2026 included elsewhere in this proxy statement/prospectus.

Underwriting Agreement

We granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Option Units to cover over-allotments, if any. On February 12, 2026, the Underwriters fully exercised their Over-Allotment Option.

The Underwriters were paid a cash underwriting discount of $4,000,000 (2.0% of the gross proceeds of the Public Units offered in the Initial Public Offering). Clear Street was paid $400,000 for acting as a “qualified independent underwriter” in the Initial Public Offering. Additionally, the Representatives are entitled to the Marketing Fee of $9,800,000 upon the completion of the initial Business Combination subject to the terms of the Business Combination Marketing Agreement.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since April 3, 2025 (inception) through June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the IPO and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial business

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combination. We will not generate any operating revenues until after completion of initial business combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the initial public offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the period from April 3, 2025 (inception) through December 31, 2025, we had a net loss of $46,064, which consisted of general and administrative costs.

For the three months ended June 30, 2026, we had net income of $365,807, which consists of operating costs of $1,679,338, offset by interest income on cash and investments held in the Trust Account of $2,045,145.

For the six months ended June 30, 2026, we had net income of $1,219,059, which consists of operating costs of $1,878,773, offset by interest income on cash and investments held in the Trust Account of $3,097,832.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Critical Accounting Estimates and Policies

The preparation of the unaudited condensed financial statements and notes thereto included elsewhere in this proxy statement/prospectus in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included elsewhere in this proxy statement/prospectus could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of June 30, 2026, we did not have any critical accounting estimates to be disclosed.

Recent Accounting Standards

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements.

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DESCRIPTION OF NEW ELROY AIR SECURITIES

The following summary of the material terms of New Elroy Air securities is not intended to be a complete summary of the rights and preferences of such securities. The full text of the Proposed Charter and the Proposed Bylaws are attached as Annex B and Annex C, respectively, to this proxy statement/prospectus. We urge you to read the Proposed Charter and the Proposed Bylaws in their entirety for a complete description of the rights and preferences of the New Elroy Air Securities following the Closing. Unless the context otherwise requires, all references in this section to “we,” “us” or “our” refer to New Elroy Air.

Certain provisions of the Proposed Charter, Proposed Bylaws, Certificate of Designation, and the New Elroy Air Series A Warrants summarized below may be deemed to have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of New Elroy Air Common Stock.

General

The Proposed Charter will authorize the issuance of [•] shares, consisting of:

•        [•] shares of New Elroy Air Common Stock, par value $0.0001 per share;

•        [•] shares of New Elroy Air Preferred Stock, par value $0.0001 per share.

Except as otherwise required by the Proposed Charter, the holders of shares of New Elroy Air Common Stock shall vote together as a single class (or, if any holders of shares of New Elroy Air Preferred Stock are entitled to vote together with the holders of New Elroy Air Common Stock, as a single class with such holders of New Elroy Air Preferred Stock) on all matters submitted to a vote of stockholders of New Elroy Air.

Common Stock

New Elroy Air Common Stock

Voting rights.    Each holder of record of New Elroy Air Common Stock, as such, shall have one vote for each share of New Elroy Air Common Stock held of record by such holder on all matters on which stockholders are entitled to vote generally. The holders of shares of New Elroy Air Common Stock do not have cumulative voting rights.

Dividend rights.    Subject to applicable law and the rights, if any, of the holders of any outstanding series of New Elroy Air Preferred Stock or any other class or series of stock, in each case having a preference over or the right to participate with the New Elroy Air Common Stock with respect to the payment of dividends and other distributions in cash, property or shares of stock of New Elroy Air, dividends and other distributions may be declared and paid ratably on the New Elroy Air Common Stock out of the assets of New Elroy Air that are legally available for this purpose at such times and in such amounts as the New Elroy Air Board, in its discretion, shall determine.

The payment of future dividends on the shares of New Elroy Air Common Stock will depend on the financial condition of New Elroy Air after the completion of the Business Combination, and subject to the discretion of the New Elroy Air Board. There can be no guarantee that cash dividends will be declared. The ability of New Elroy Air to declare dividends may be limited by the terms and conditions of other financing and other agreements entered into by New Elroy Air or any of its subsidiaries from time to time.

Rights upon liquidation.    In the event of dissolution, liquidation or winding up of New Elroy Air, after payment or provision for payment of the debts and other liabilities of New Elroy Air and subject to the rights, if any, of the holders of any outstanding series of New Elroy Air Preferred Stock or any class or series of stock having a preference over or the right to participate with the New Elroy Air Common Stock with respect to the distribution of assets of New Elroy Air upon such dissolution, liquidation or winding up of New Elroy Air, the holders of New Elroy Air Common Stock shall be entitled to receive the remaining assets of New Elroy Air available for distribution to its stockholders ratably in proportion to the number of shares held by them.

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Other rights.    The holders of New Elroy Air Common Stock have no pre-emptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the New Elroy Air Common Stock. The rights, preferences and privileges of holders of the New Elroy Air Common Stock will be subject to those of the holders of any shares of the New Elroy Air Preferred Stock that New Elroy Air may issue in the future.

Elroy Air Lock-Up Agreement

At the Closing, New Elroy Air and the Lock-Up Holders will enter into the Elroy Air Lock-Up Agreement, pursuant to which the Lock-Up Holders and their respective permitted assigns will agree not to, without the prior written consent of the New Elroy Air Board, (a) sell, pledge, grant any option to purchase or otherwise dispose of, (b) enter into any swap or other transfer arrangement in respect of any lock-up shares or (c) take any action in furtherance of any of the matters described in the foregoing clauses (a) or (b), any Lock-Up Shares, prior to the earlier of (A) six months after the consummation of the Business Combination and (B) the date on which the New Elroy Air Common Stock has closed at or above $12.00 per share for 20 trading days during any 30-trading day period commencing at least 30 days after the consummation of the Business Combination. The Elroy Air Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain conditions, or the exercise of certain stock options.

New Elroy Air Preferred Stock

Up to [•] shares of New Elroy Air Preferred Stock, all of which will be Series A Preferred Stock, will be issued or outstanding immediately after the completion of the Business Combination. The Proposed Charter will authorize the New Elroy Air Board to establish one or more series of New Elroy Air Preferred Stock. Unless required by law or any stock exchange, the authorized shares of New Elroy Air Preferred Stock will be available for issuance without further action by the holders of New Elroy Air Common Stock.

The New Elroy Air Board has the discretion to determine the powers, preferences and relative, participating, optional and other special rights, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of New Elroy Air Preferred Stock. The issuance of New Elroy Air Preferred Stock may have the effect of delaying, deferring or preventing a change in control of New Elroy Air without further action by the stockholders. Additionally, the issuance of New Elroy Air Preferred Stock may adversely affect the holders of the New Elroy Air Common Stock by restricting dividends on the New Elroy Air Common Stock, diluting the voting power of the New Elroy Air Common Stock or subordinating the liquidation rights of the New Elroy Air Common Stock. As a result of these or other factors, the issuance of New Elroy Air Preferred Stock could have an adverse impact on the market price of the New Elroy Air Common Stock.

In connection with the Series A Preferred Stock Investment, the Inflection Point Board will adopt the Certificate of Designation, creating the Series A Preferred Stock.

Dividends:    The Series A Preferred Stock will accrue dividends daily at the rate of 12% per annum of the Stated Value (if paid in kind), plus the amount of previously accrued dividends paid in kind, or 10% per annum of the Stated Value (if paid in cash), plus the amount of previously accrued dividends. Such dividends will compound semi-annually.

Liquidation Preference:    Upon any liquidation or deemed liquidation event, the holders of Series A Preferred Stock will be entitled to receive out of the available proceeds, before any distribution is made to holders of common stock or any other junior securities, an amount per share equal to 100% of the Accrued Value (as defined in the Series A Preferred Stock Certificate of Designation). Thereafter, the holders of Series A Preferred Stock will be entitled to receive their pro rata share of the remaining available proceeds available for distribution to stockholders, on an as-converted to common stock basis.

Voting:    The Series A Preferred Stock will (i) vote together with the New Elroy Air Common Stock as a single class, except as required by law and (ii) as noted below under “Protective Provisions”. Each holder of Series A Preferred Stock shall be entitled to cast the number of votes equal to the number of whole shares of New Elroy Air Common Stock into which the shares of Series A Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter.

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Protective Provisions:    For as long as at least 20% of the shares of New Elroy Air Series A Preferred Stock issued as of the Closing are outstanding, New Elroy Air will not, without the affirmative vote or action by written consent of holders of more than 50% of the issued and outstanding shares of New Elroy Air Series A Preferred Stock, which must include Inflection Point Asset Management LLC or its affiliates, to the extent such holders then hold New Elroy Air Series A Preferred Stock (the “Required Holders”), take any of the following actions: (i) liquidate, dissolve or wind up the affairs of New Elroy Air; (ii) amend, alter, or repeal any provision of the certificate of incorporation, bylaws, Certificate of Designation or any similar document of New Elroy Air in a manner that materially and adversely affects the rights given to the New Elroy Air Series A Preferred Stock; (iii) create or authorize the creation of or issue any other security convertible into or exercisable for any equity security unless such security ranks junior to the New Elroy Air Series A Preferred Stock with respect to its rights, preferences and privileges, or increase the authorized number of shares of New Elroy Air Series A Preferred Stock; (iv) purchase or redeem or pay any cash dividend on any capital stock ranking junior to the New Elroy Air Series A Preferred Stock prior to payment of such cash dividend on the New Elroy Air Series A Preferred Stock or purchase or redeem any capital stock ranking junior to the New Elroy Air Series A Preferred Stock, other than 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 New Elroy Air; (v) enter into any transaction with an affiliate, other than the issuance of equity or awards to eligible participants under New Elroy Air’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 New Elroy Air, in each case regardless of whether such person (or such person’s affiliates) would be considered an affiliate of New Elroy Air; or (vi) incur or guarantee any indebtedness, other than equipment leases or trade payables incurred in the ordinary course of business; provided, however, that the New Elroy Air Series A Preferred Stock will not be considered indebtedness for purposes of this calculation.

Conversion:    Each share of New Elroy Air Series A Preferred Stock will be convertible into New Elroy Air Common Stock at any time at the option of the holder at a rate equal to the Accrued Value, divided by the then-applicable conversion price. The conversion price will initially be $12.00, subject to adjustments for stock dividends, splits, combinations and similar events and full-ratchet anti-dilution adjustments, including with respect to future issuances or sales of New Elroy Air Common Stock at prices less than the conversion price then in effect. In addition, if the 20-day volume-weighted average price of the New Elroy Air Common Stock on the twenty-first trading day following the date that is six months after the Closing Date is less than the conversion price then in effect, the conversion price will be adjusted to the greater of (i) such volume weighted average price and (ii) $5.00.

Put Rights:    Unless prohibited by applicable law governing distributions to stockholders, the Series A Preferred Stock shall be redeemable at the option of each holder commencing any time after the 5th anniversary of the Closing at a price equal to the Accrued Value.

Call Rights:    Unless prohibited by applicable law governing distributions to stockholders, subject to the conditions set forth in the Certificate of Designation, the New Elroy Air Series A Preferred Stock will be redeemable at the option of New Elroy Air commencing any time:

(A)    prior to the first anniversary of the Closing at a price equal to the greater of (i) 150% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption);

(B)    on or after the first anniversary but prior to the second anniversary of the Closing at a price equal to the greater of (i) 140% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption);

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(C)    on or after the second anniversary of the Closing but prior to the third anniversary of the Closing at a price equal to the greater of (i) 130% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption);

(D)    on or after the third anniversary of the Closing but prior to the fourth anniversary of the Closing at a price equal to the greater of (i) 120% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption);

(E)    on or after the fourth anniversary of the Closing but prior to the fifth anniversary of the Closing at a price equal to the greater of (i) 110% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption); or

(F)    on or after the fifth anniversary of the Closing at a price equal to the greater of (i) 100% of the Accrued Value (which will be payable in cash) and (ii) such amount per share as would have been payable had all shares of New Elroy Air Series A Preferred Stock been converted into New Elroy Air Common Stock immediately prior to such redemption based on the then effective rate of conversion (which will be payable, at the option of New Elroy Air, in cash or shares of New Elroy Air Common Stock or a combination thereof, with the value of such shares of New Elroy Air Common Stock being the closing price of such shares of New Elroy Air Common Stock on the principal trading market on the applicable date of redemption).

New Elroy Air Series A Warrants

The New Elroy Air Series A Warrants are immediately exercisable upon issuance at Closing and expire five years from the date of Closing at 5:00 p.m., New York City time (the “Termination Date”). The New Elroy Air Series A Warrants include customary cash and cashless exercise provisions. Each New Elroy Air Series A Warrant is initially exercisable at $12.00 per share of New Elroy Air Common Stock, subject to the same anti-dilution and other adjustments as the Series A Preferred Stock.

The New Elroy Air Series A Warrants do not include any redemption features. The New Elroy Air Series A Warrants may be exercised on a cashless basis if, at any time after the six-month anniversary of the Closing Date, there is not an effective registration statement with respect to the shares of New Elroy Air Common Stock. On the Termination Date, the New Elroy Air Series A Warrants will be automatically exercised on a cashless basis. To exercise on a cashless basis, the holder of the New Elroy Air Series A Warrants would pay the exercise price by surrendering the New Elroy Air Series A Warrants (or part thereof) for that number of shares of New Elroy Air Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of New Elroy Air Common Stock underlying the New Elroy Air Series A Warrant, multiplied by the excess of the daily volume weighted average price of the New Elroy Air Common Stock on the date specified by the New Elroy Air Series A Warrant less the exercise price of such New Elroy Air Series A Warrant by (y) the daily volume weighted average price of the New Elroy Air Common Stock on the date specified by the New Elroy Air Series A Warrant.

The holders of New Elroy Air Series A Warrants will not have the rights or privileges of holders of shares of New Elroy Air Common Stock or any voting rights in respect of the New Elroy Air Series A Warrants or underlying shares of New Elroy Air Common Stock until they exercise their New Elroy Air Series A Warrants and receive shares of New Elroy

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Air Common Stock. After the issuance of shares of New Elroy Air Common Stock upon exercise of the New Elroy Air Series A Warrants, each holder will be entitled to one vote for each share of New Elroy Air Common Stock held of record on all matters to be voted on by stockholders.

Anti-Takeover Effects of the Proposed Certificate of Incorporation, the Proposed Bylaws and Certain Provisions of Delaware Law

The Proposed Charter does not provide for cumulative voting in the election of directors. The New Elroy Air Board is empowered to elect a director to fill a vacancy created by the expansion of the New Elroy Air Board or the resignation, death, or removal of a director in certain circumstances.

Authorized New Elroy Air Common Stock and New Elroy Air Preferred Stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved New Elroy Air Common Stock and New Elroy Air Preferred Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Exclusive Forum Provision

The Proposed Charter will provide that, unless New Elroy Air consents in writing to the selection of an alternative forum, (a) the Chancery Court (or, in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will be the sole and exclusive forum for (1) any derivative action, suit or proceeding brought on behalf of New Elroy Air, (2) any action, suit or proceeding asserting a claim of breach of a fiduciary duty owed by any director or officer of New Elroy Air to New Elroy Air or to New Elroy Air’s stockholders, (3) any action, suit or proceeding arising pursuant to any provision of the DGCL or Proposed Charter or the Proposed Bylaws (as either may be amended from time to time) or (4) any action, suit or proceeding asserting a claim against New Elroy Air governed by the internal affairs doctrine; and (b) subject to the provisions of the Proposed Charter, the federal district courts of the United States of America shall be the exclusive forum for the resolution of any complaint asserting a cause or causes of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint. If any action the subject matter of which is within the scope of clause (a) of the immediately preceding sentence is filed in a court other than the courts in the State of Delaware (a “Foreign Action”) in the name of any stockholder, such stockholder shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts in the State of Delaware in connection with any action brought in any such court to enforce the provisions of clause (a) of the immediately preceding sentence and (y) having service of process made upon such stockholder in any such action by service upon such stockholder’s counsel in the Foreign Action as agent for such stockholder.

Although New Elroy Air believes this provision benefits New Elroy Air by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits against New Elroy Air’s directors and officers, although New Elroy Air’s stockholders will not be deemed to have waived New Elroy Air’s compliance with federal securities laws and the rules and regulations thereunder.

Limitations on Liability and Indemnification of Officers and Directors

The Proposed Charter and the Proposed Bylaws provide that New Elroy Air will indemnify and hold harmless its directors and officers, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended. In addition, the Proposed Charter provides that New Elroy Air’s directors and officers will not be personally liable to New Elroy Air or its stockholders for monetary damages for any breach of fiduciary duty as a director or officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended.

The Proposed Bylaws also permit New Elroy Air to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of New Elroy Air, or is or was serving at the request of New Elroy Air as a director, officer, employee or agent of another corporation, partnership, joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not New Elroy Air could have the power to indemnify him or her against such liability under the provisions of the DGCL.

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These provisions may discourage stockholders from bringing a lawsuit against New Elroy Air’s directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit New Elroy Air and New Elroy Air’s stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent New Elroy Air pays the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

New Elroy Air believes that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to New Elroy Air’s directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

There is currently no pending material litigation or proceeding involving any of Inflection Point’s directors, officers or employees for which indemnification is sought.

Transfer Agent and Registrar

The Transfer Agent and registrar for the shares of New Elroy Air Common Stock will be Continental.

Listing

Inflection Point intends to apply to list the New Elroy Air Common Stock on Nasdaq under the symbol “ELRY”, following the Business Combination.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information known to Inflection Point regarding (i) the beneficial ownership of Inflection Point Ordinary Shares as of October 7, 2026 (pre-Business Combination) and (ii) the expected beneficial ownership following the consummation of the Business Combination (post-Business Combination) of New Elroy Air Common Stock (assuming a No Redemption Scenario and a Maximum Redemption Scenario as described below) by:

•        each of Inflection Point’s current executive officers and directors, and all executive officers and directors of Inflection Point as a group, in each case pre-Business Combination;

•        each person who will become a named executive officer or director of New Elroy Air, and all executive officers and directors of New Elroy Air as a group, in each case post-Business Combination;

•        each person who is known to be the beneficial owner of more than 5% of a class of Inflection Point Ordinary Shares pre-Business Combination; and

•        each person who is expected to be the beneficial owner of more than 5% of a class of New Elroy Air stock post-Business Combination.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, Inflection Point believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

The beneficial ownership of Inflection Point Ordinary Shares pre-Business Combination is based on 23,665,000 Inflection Point Class A Shares and 7,666,667 Founder Shares issued and outstanding as of October 7, 2026.

The expected beneficial ownership of New Elroy Air Common Stock post-Business Combination assumes two scenarios: (i) no Public Shares are redeemed and, (ii) the maximum number of 23,000,000 Public Shares are redeemed. Based on the foregoing assumptions, we have estimated that there would be 109,318,480 shares of New Elroy Air Common Stock issued and outstanding in the No Redemption Scenario and 86,318,480 shares of New Elroy Air Common Stock issued and outstanding in the Maximum Redemption Scenario. We have estimated that there will be 19,142,262 shares of Series A Preferred Stock outstanding, taking into account accrued interest on the Pre-Funded Convertible Notes through November 5, 2026. If the actual facts are different from the foregoing assumptions, ownership figures in the combined company and the columns under Post-Business Combination in the table that follows will be different.

Inflection Point Ordinary Shares

New Elroy Air Common Stock Post-Business Combination

No Redemption Scenario

Maximum Redemptions Scenario

Name and Address of Beneficial Owner

Number of Shares

%

New Elroy Air Common Stock

%

12.0% Series A Cumulative Convertible Preferred Stock

%

New Elroy Air Common Stock

%

12.0% Series A Cumulative Convertible Preferred Stock

%

Directors and Executive Officers of Inflection Point(1)

Michael Blitzer

Kevin Shannon

Gary Quin

Joseph W. Pooler

Garrett Curran

Alberto Alsina Gonzalez

Matthew Murphy

Marc Spiegel

All directors and executive officers of Inflection Point as a group (8 persons)

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Inflection Point Ordinary Shares

New Elroy Air Common Stock Post-Business Combination

No Redemption Scenario

Maximum Redemptions Scenario

Name and Address of Beneficial Owner

Number of Shares

%

New Elroy Air Common Stock

%

12.0% Series A Cumulative Convertible Preferred Stock

%

New Elroy Air Common Stock

%

12.0% Series A Cumulative Convertible Preferred Stock

%

Five Percent Holders of Inflection Point

Directors and Executive Officers of New Elroy Air After Consummation of the Business Combination

Five Percent Holders of New Elroy Air

____________

*        Less than 1%

(1)      The business address of each beneficial owner is c/o Inflection Point Acquisition Corp. VII, 3 Columbus Circle, 24th Floor, New York, New York 10019.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

Inflection Point Related Person Transactions

Founder Shares

In April 2025, the Sponsor paid $25,000 to cover certain of our offering costs in exchange for 7,666,667 Founder Shares. As a result, the Sponsor paid approximately $0.003 per Founder Share.

Private Placement Units

The Sponsor and the Representatives purchased from us an aggregate of 665,000 Private Placement Units at $10.00 per unit (for an aggregate purchase price of $6,650,000 in a Private Placement. Of those 665,000 Private Placement Units, the Sponsor purchased 265,000 Private Placement Units and the Representatives purchased 400,000 Private Placement Units.

The Private Placement Units (and underlying securities) are identical to the Public Units (and underlying securities) except that, so long as they are held by our Sponsor or its permitted transferees, the Private Placement Units (and the securities comprising such units and the Inflection Point Class A Shares issuable upon exercise of the Private Placement Warrants) (i) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by CCM, Clear Street and/or their designees, will not be exercisable more than five years from the commencement of sales in our Initial Public Offering in accordance with FINRA Rule 5110(g)(8).

Administrative Services Agreement

Commencing February 11, 2026, and until the completion of the Business Combination or another initial business combination or liquidation, we reimburse an affiliate of the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. As of June 30, 2026 and December 31, 2025 we incurred and paid $50,000 and $0, respectively, in fees for these services.

Pre-IPO Promissory Note

Prior to the closing of the IPO, the Sponsor agreed to loan Inflection Point an aggregate of up to $300,000 under the IPO Promissory Note to cover expenses related to the IPO. Such loans and advances were non-interest bearing and payable on the earlier of June 30, 2026 or the completion of the IPO. The loan of $172,158 was fully repaid upon the consummation of the IPO on February 12, 2026. No additional borrowing is available under the IPO Promissory Note.

Working Capital Loans

In order to fund working capital deficiencies or finance transaction costs in connection with an initial business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan Inflection Point funds, as may be required, in the form of Working Capital Loans. If Inflection Point completes the Business Combination or another initial business combination, Inflection Point will repay such Working Capital Loans. In the event that Inflection Point does not complete the Business Combination or another initial Business Combination does not close, Inflection Point may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of March 31, 2026 and December 31, 2025, Inflection Point did not have any borrowings under any Working Capital Loans. Prior to the completion of the Business Combination or another initial business combination, we do not expect to seek loans from parties other than the Sponsor or an affiliate of the Sponsor as Inflection Point does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account.

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Existing Registration Rights Agreement

The holders of (i) the Founder Shares, (ii) the Private Placement Units and (iii) any private placement-equivalent units issued in connection with the Working Capital Loans, if any (and in each case holders of their underlying securities, as applicable) are entitled to registration rights pursuant to a Registration Rights Agreement, dated February 10, 2026 (the “Existing Registration Rights Agreement”) requiring Inflection Point to register such securities for resale (in the case of the Founder Shares, only after conversion to the Inflection Point Class A Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that Inflection Point register such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the consummation of an initial business combination and rights to require Inflection Point to register for resale such securities pursuant to Rule 415 under the Securities Act. The Representatives may only make a demand on one occasion and only during the five-year period beginning on the effective date of the registration statement for the IPO. In addition, the Representatives may participate in a “piggyback” registration only during the seven-year period beginning on the effective date of the registration statement for the IPO Inflection Point will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

Inflection Point paid the Underwriters an aggregate of $4,000,000 in underwriting discounts and commissions in connection with its IPO. It paid $400,000 to Clear Street for acting as the “qualified independent underwriter” in its IPO.

Business Combination Marketing Services Agreement

Inflection Point engaged CCM and Clear Street as advisors in connection with its initial business combination, pursuant to the Business Combination Marketing Agreement. Inflection Point will pay CCM and Clear Street a cash fee for such services upon the consummation of its initial business combination, including the Business Combination in an amount equal to 4.0% of the gross proceeds of the IPO remaining in the Trust Account following redemptions, and 6.0% on the gross proceeds of the overallotment in the IPO remaining in the Trust Account following redemptions.

Engagement of CCM and Cantor as Joint Financial Advisors and Engagement of Barclays, CCM and Cantor as Co-Placement Agents

Inflection Point engaged CCM as joint financial advisor and co-placement agent to Inflection Point in connection with the Business Combination, whereby among other things, Inflection Point committed to pay CCM a fee of $2.5 million for acting as joint financial advisor in connection with the Business Combination and a fee equal to 1.5% of the gross proceeds ($1.5 million) for acting as co-placement agent in the Closing PIPE Investment.

In addition, each of Barclays, CCM and Cantor is a full-service securities firm engaged in a wide range of activities for its own accounts and the accounts of others including securities underwriting, trading and brokerage activities, financing, investment banking and management, prime brokerage, individual wealth management, commodities and derivatives trading, foreign exchange, and financial advisory services. Each of Barclays, CCM and Cantor (and each their respective affiliates, directors and officers), in the course of their business, may, for its own account or the accounts of others, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, in any of Inflection Point’s or any other company’s debt or equity securities or loans or any related derivative instrument. In addition, at any given time each of the placement agents and/or any of their affiliates may have been and/or could be engaged by one or more entities that may be competitors with, or otherwise adverse to, Inflection Point in matters unrelated to any proposed transaction.

Inflection Point’s Policy for Approval of Related Party Transactions

The audit committee of the Inflection Point Board will adopt a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which Inflection Point was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of Inflection Point’s total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material

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interest. “Related parties” under this policy include: (i) Inflection Point’s directors, nominees for director or officers or any person who has served in such roles since the beginning of the most recent fiscal year, even if he or she does not currently serve in that role; (ii) any record or beneficial owner of more than 5% of any class of Inflection Point’s voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who maybe a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes Inflection Point’s code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of Inflection Point and its shareholders and (v) if the related party is a director or an immediate family member of a director, the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the Inflection Point Board’s committees. Management presents to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, Inflection Point may consummate related party transactions only if the audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

Elroy Air Related Person Transactions

Elroy Air issued promissory notes to certain individuals, including Mr. Clare and Merrill Sheng Family Trust with Mr. Merrill as co-Trustee, in an amount of $200,000. These notes were repaid at the closing of the Pre-Funded Note Investment. Cindy Hsiao Ching Yuen, an in-law of Mr. Merrill, purchased a note in the principal amount of $100,000. Ms. Yuen’s note was subsequently repaid in full at the 20% premium from the proceeds of the Pre-PIPE Financing, resulting in a payment to Ms. Yuen of approximately $120,000 (inclusive of accrued interest and the payoff premium). In addition, Ms. Yuen invested $50,000 in the Pre-PIPE Financing at a 15% original issue discount, receiving approximately $58,800 in note value, together with warrants.

Certain significant stockholders of Elroy Air, including DiamondStream Co-Investment Fund 5, LLC and Shield Capital Fund I, L.P., participated in the Pre-Funded Note Investment.

Business Combination Arrangements

In connection with the Business Combination, certain agreements were entered into or will be entered into pursuant to the Business Combination Agreement. The agreements described in this section, or forms of such agreements as they will be in effect substantially concurrently with the completion of the Business Combination, are filed as exhibits to the registration statement of which this prospectus forms a part, and the following descriptions are qualified by reference thereto. These agreements include:

A&R Registration Rights Agreement

At the Closing, New Elroy Air, the Sponsor, the Closing PIPE Investor, certain securityholders of Elroy Air and other parties thereto will enter into the A&R Registration Rights Agreements, pursuant to which, among other things, the Sponsor, the Closing PIPE Investor, such securityholders of Elroy Air and other parties thereto will be granted certain customary registration rights, on the terms and subject to the conditions therein, with respect to securities of New Elroy Air that they will hold following the Business Combination. The A&R Registration Rights Agreement will amend and restate the Existing Registration Rights Agreement.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, Inflection Point entered into the Sponsor Support Agreement with Elroy Air and the Sponsor, pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of adoption of the Transaction Proposals, (ii) vote against any Alternative Transaction (as defined in the Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination Agreement and the Business Combination; (iii) vote against any change in the business, management, or the Inflection Point Board (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or ancillary agreements) and (iv) vote against any proposal, action or agreement

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that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Inflection Point under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in the Sponsor Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Inflection Point.

Pursuant to the Sponsor Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Inflection Point, the Sponsor shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Sponsor Support Agreement) owned by the Sponsor, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor without the prior written consent of Elroy Air, unless such transfer is deemed a Permitted Transfer (as defined in the Sponsor Support Agreement).

In addition, pursuant to the Sponsor Support Agreement, the Sponsor has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Inflection Point, Elroy Air or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Sponsor Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination.

Furthermore, pursuant to the Sponsor Support Agreement, the Sponsor agreed to waive, subject to the consummation of the Business Combination, any and all anti-dilution rights with respect to the rate at which the Inflection Point Class B Shares convert into Inflection Point Class A Shares in connection with the transactions contemplated by the Business Combination Agreement.

Stockholder Voting and Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Requisite Elroy Air Stockholders entered into the Voting and Support Agreement, pursuant to which the Requisite Elroy Air Stockholders have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Business Combination Agreement and the consummation of the Business Combination; (b) against any Alternative Transaction or any proposal relating to an Alternative Transaction; (c) against any merger agreement or merger (other than the Business Combination Agreement and the Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Elroy Air; (d) against any change in the business, management or board of directors of Elroy Air (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or the Ancillary Documents (as defined in the Business Combination Agreement)); (e) against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Stockholder Voting and Support Agreement, the Business Combination Agreement, the Charter Amendment (as defined below) or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Elroy Air under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of such stockholder contained in the Stockholder Voting and Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Elroy Air (other than pursuant to the Charter Amendment); (f) to convert all outstanding shares of Elroy Air Preferred Stock into Elroy Air Common Stock as of immediately prior to the Effective Time, conditioned upon and subject to the closing of the Business Combination, in accordance with the organizational documents of Elroy Air (as amended by the Charter Amendment); (g) to approve and adopt the Charter Amendment to, among other things, revise the conversion prices applicable to each series of Elroy Air Preferred Stock; (h) to approve the Business Combination as may be required to satisfy the approval requirements in Section 3.3 of Elroy Air’s certificate of incorporation; and (i) to the extent such Elroy Air Equity Holder is a Disinterested Common Stockholder, to vote all shares of Elroy Air Common Stock held by such stockholder in favor of the Charter Amendment in satisfaction of the Disinterested Common Stockholder approval requirement.

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Pursuant to the Stockholder Voting and Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Elroy Air, the Requisite Elroy Air Stockholders have agreed not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Stockholder Voting and Support Agreement), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities without the prior written consent of Elroy Air and Inflection Point, unless such transfer is deemed a Permitted Transfer (as defined in the Stockholder Voting and Support Agreement).

In addition, pursuant to the Stockholder Voting and Support Agreement, the Requisite Elroy Air Stockholders have agreed not to commence, join in, facilitate, assist or encourage, and have agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against Inflection Point, Elroy Air or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Stockholder Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Stockholder Voting and Support Agreement, the Business Combination Agreement or the Business Combination. Each of the Requisite Elroy Air Stockholders has also waived and agreed not to exercise any rights of appraisal or rights to dissent from the Business Combination that they may have in respect of the Subject Securities.

Sponsor Lock-Up Agreement

At the Closing, the Sponsor Lock-Up Securityholders and New Elroy Air will enter into the Sponsor Lock-Up Agreement, pursuant to which the Sponsor Lock-Up Securityholders will agree (x) with respect to any Sponsor Lock-Up Founder Shares, prior to the earlier of (A) six months after the Closing Date and (B) the date on which the New Elroy Air Common Stock has closed at or above $12.00 per share for 20 trading days during any 30-trading day period commencing at least 30 days after the Closing Date, or (y) with respect to any Sponsor Lock-Up Unit Securities, prior to the date that is 30 days after the Closing Date, not to, without the prior written consent of the New Elroy Air Board, (a) sell, pledge, grant any option to purchase or otherwise dispose of, (b) enter into any swap or other transfer arrangement in respect of the Sponsor Lock-Up Securities or (c) take any action in furtherance of any of the matters described in the foregoing clauses (a) or (b). The Sponsor Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain conditions, or the exercise of certain stock options. The Sponsor Lock-Up Agreement will supersede the lock-up provisions of the set forth in the Letter Agreement, which provisions will be of no further force or effect as of Closing.

Elroy Air Lock-Up Agreement

At the Closing, New Elroy Air and the Lock-Up Holders will enter into the Elroy Air Lock-Up Agreement, pursuant to which the Lock-Up Holders and their respective permitted assigns will agree not to, without the prior written consent of the New Elroy Air Board, (a) sell, pledge, grant any option to purchase or otherwise dispose of, (b) enter into any swap or other transfer arrangement in respect of the Sponsor Lock-Up Securities or (c) take any action in furtherance of any of the matters described in the foregoing clauses (a) or (b), any Lock-Up Shares, prior to the earlier of (A) six months after the consummation of the Business Combination and (B) the date on which the New Elroy Air Common Stock has closed at or above $12.00 per share for 20 trading days during any 30-trading day period commencing at least 30 days after the consummation of the Business Combination. The Elroy Air Lock-Up Agreement provides for certain permitted transfers, including but not limited to, transfers to certain affiliates or family members, transfers of shares acquired on the open market after the consummation of the Business Combination, subject to certain conditions, or the exercise of certain stock options.

Pre-Funded SPA

Pursuant to a Pre-Funded SPA, Inflection Point Fund agreed, among other things, to purchase, and Elroy Air issued and sold, a Pre-Funded Convertible Note with a face value of approximately $29.4 million and an Elroy Air Pre-Funded Convertible Note Investor Warrant to purchase 2,450,980 shares of Elroy Air Common Stock at a purchase price of $12.00 per share, substantially concurrently with the execution and delivery of the Business Combination Agreement for a purchase price of $25 million.

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Statement of Policy Regarding Transactions with Related Persons

New Elroy Air will adopt a formal written policy that will be effective upon the Closing providing that New Elroy Air’s officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of New Elroy Air’s capital stock, any member of the immediate family of any of the foregoing persons and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, are not permitted to enter into a related party transaction with New Elroy Air without the approval of New Elroy Air’s audit committee, subject to certain exceptions. For more information, see the section entitled “Management of the Company Following the Business Combination — Statement of Policy Regarding Transactions with Related Persons”.

Indemnification of Directors and Officers

The Proposed Bylaws will provide that the Company will be required to indemnify our directors and officers to the fullest extent permitted by DGCL. In addition, the Proposed Charter will provide that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL.

There is no pending litigation or proceeding naming any of Inflection Point’s or Elroy Air’s respective directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.

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INFORMATION ABOUT ELROY AIR

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to Elroy Air and its subsidiaries prior to the consummation of the Business Combination.

Overview

Elroy Air competes in the long-range autonomous cargo drone segment for middle-mile defense and commercial logistics, a market where we believe that relatively few companies have publicly demonstrated validated, flight-proven platforms at this payload and range class. Elroy Air develops autonomous cargo aircraft designed to deliver critical supplies to locations that may be difficult, unsafe, or uneconomic to serve using existing logistics networks. Our Chaparral aircraft is designed for missions where the limitations of crewed aviation are most acute: contested defense logistics, forward operating base resupply, maritime and offshore operations, and rapid response to disasters and humanitarian crises. The modular pod architecture can support routine middle-mile logistics freight, where runway independence and autonomous operations are designed to substantially reduce delivery cost and time.

Chaparral is a hybrid-electric vertical takeoff and landing (VTOL) autonomous cargo aircraft that operates without an onboard pilot and without reliance on runways or charging infrastructure, subject to applicable regulatory approvals, operating limitations, site conditions, and customer mission requirements. We believe that Chaparral is the first aircraft of its kind, combining a turboshaft-hybrid-electric powertrain with a proprietary autonomous flight software stack, validated across more than three years of full-scale ground and flight testing. In December 2025, Chaparral completed its first fully autonomous A-to-B cargo delivery mission. We believe no other company has achieved this combination of autonomous VTOL cargo delivery, turboshaft-hybrid-electric propulsion, and operational defense validation at Chaparral’s payload and range class.

Founded in 2016 and headquartered in Byron, California, Elroy Air has raised more than $110.6 million in total capital before entering into the Business Combination Agreement. The company has government development contracts with the U.S. Army, U.S. Air Force, U.S. Marine Corps, and the Japan Ground Self-Defense Force (JGSDF) with which Chaparral successfully completed all 22 inter-island logistics test items evaluated during 2024 testing, and has identified more than $3.5 billion in visible defense contracts of opportunity. This $3.5 billion figure reflects management’s current expectations based on discussions with potential defense customers, public statements and reports, and internal estimates. On the commercial side, we have entered into customer engagements, including letters of intent, memoranda of understanding, and master purchase agreements, with operators including FedEx, Bristow, Embraer, Barq, and LCI, representing a potential revenue opportunity in excess of $4.9 billion. These customer engagements reflect expressions of interest and preliminary commercial frameworks and are not binding purchase commitments. We expect the proceeds of the Business Combination to support our design for manufacturability updates and planned production ramp.

The Chaparral Aircraft

System Description

Chaparral is an unmanned aircraft system (UAS) designed for runway-independent, multi-domain contested logistics operations across defense, commercial, and rapid response markets. It takes off and lands vertically from any sufficiently flat surface, transitions to wingborne forward flight for range, delivers cargo via multiple methods including unattended precision hover airdrop, airdrop at speed, and attended ground exchange, and returns all without an onboard crew. The aircraft can be stowed in a standard 20-foot TEU (twenty-foot equivalent unit) shipping container or C-130 aircraft for intra-theater transport and brought from transport-ready to mission-ready rapidly with standard tools. Chaparral is targeted for defense and commercial deliveries with its contested-logistics capabilities, including runway independence, in-the-field fueling, transportability, and onboard power generation, as detailed in the key performance specifications below.

Key Performance Specifications

Parameter		Specification
Maximum Lift Capacity		500 + lbs (227 + kg)
Cruise/Maximum Speed		115/125 knots
Maximum Range		Up to 450 miles, mission profile dependent; additional range available with fuel carried in cargo pod

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Parameter		Specification
Takeoff and Landing		Vertical (VTOL); no runway required; any flat surface
Transport and Storage		Stowable in standard 20-foot TEU or C-130 aircraft
Fuel Compatibility		JP-A, JP-5, and JP-8 compatible
Excess Power Generation		50 kW available during flight for onboard equipment
Pod Volume (Standard/Expanded)		31 cu ft standard; up to 64 cu ft expanded capacity
Autonomy		1: Many supervised autonomy; unattended cargo dropoff

Safety

Safety is foundational to everything we build at Elroy Air. Operating an autonomous aircraft in contested defense environments and in civil airspace requires a safety architecture designed to reduce reliance on human performance in flight operations, provide redundancy against hardware failures, support transparent ground supervision, and meet the standards of the government customers and civil aviation authorities whose approval is required to operate. We designed Chaparral and its software stack with safety as the primary objective.

Autonomous Safety Architecture

Chaparral’s safety architecture is built on the principle that every automated action must be validated against defined safety limits before execution, and that every critical system must have a fallback. The aircraft’s software control architecture aims to enforce this through several layers:

•        Redundant propulsion design.    Chaparral’s 12-motor distributed electric propulsion system is designed based on research which indicates that for third-party aircraft of similar design, within validated operating parameters, the loss of a single motor, or certain combinations of motors within defined parameters, should not result in loss of aircraft control. Custom software control laws manage real-time motor failure detection and reallocation of thrust, evaluated through simulation-based failure injection testing before comparable scenarios are encountered in flight.

•        Failure injection and edge case testing.    Before any software release reaches a vehicle, Elroy Air’s simulation environment deliberately injects hardware failure scenarios including motor loss, power distribution faults, and sensor degradation to evaluate whether the autonomy stack detects the condition and executes the defined contingency maneuver as intended. This process is intended to validate failure responses before flight operations begin.

•        Hardware-in-the-loop validation.    A HIL system connects actual flight computers to a high-fidelity Chaparral digital twin, supporting realistic simulation of in-flight system behavior, latencies, and failure propagation before any change reaches a vehicle. Tens of thousands of simulated flight miles are accumulated before each software release.

•        Safety-driven software verification.    Every software release undergoes a comprehensive verification cycle, with tooling developed and matured through more than three years of full-scale flight testing. Elroy Air does not deploy software to vehicles that has not been validated through this process.

•        1:Many supervised autonomy.    Autonomous operations shift the pilot from active flight control to supervisory monitoring, with automated health monitoring surfacing exception conditions to the ground operator. This model is designed to remove the onboard crew from certain hazardous environments while supporting human oversight of the autonomous system.

•        Field maintenance safety design.    Fixed-pitch rotors and propellers, line-replaceable components, and standardized tooling requirements are intended to reduce the risk of maintenance errors in field conditions. The multi-tier maintenance program, developed under ASTM F2909-19 and Federal Aviation Administration (FAA) Order 8130.34D, is designed to support inspection and maintenance of aircraft to defined standards at each operational interval.

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Warfighter and Operator Safety

We believe removing the onboard crew from the aircraft is one of Chaparral’s most important safety contributions to certain defense operations. Contested logistics missions, maritime resupply, and disaster response operations carry risk of loss of life when crewed aircraft are employed. Chaparral’s autonomous operations model eliminates that risk for the crew. Multiple delivery methods, including precision hover airdrop and airdrop at speed, are designed to allow receiving parties to remain under cover or at a safe distance during delivery operations.

The 50 kW excess power generation capability enables Chaparral to power critical medical equipment, communications nodes, and sensors carried in the payload pod without requiring receiving units to have independent power infrastructure, reducing the logistical footprint required to sustain forward operations.

Defense Market and Government Contracts

The U.S. military’s need for autonomous, runway-independent contested logistics has been formalized at the highest levels of defense policy: the Department of War (DoW) has designated Contested Logistics Technologies as one of six Critical Technology Areas. We believe Chaparral directly addresses this capability requirement.

Why Defense Customers Will Choose Chaparral

•        Contested environment survivability.    Autonomous operations remove the pilot from contested or denied environments where crewed aviation operations carry unacceptable personnel risk. Chaparral is designed to operate in environments where manned logistics aircraft cannot be safely employed, extending the logistics reach of forward-deployed forces without exposing aircrews to those environments.

•        Infrastructure independence.    Chaparral requires no runway, no charging infrastructure, and no specialized logistics chain beyond jet fuel compatibility, which is present throughout commercial and military logistics networks. The aircraft can be deployed from a ship deck, a forward operating base, a road clearance, or any flat surface.

•        Intra-theater mobility.    Stowability in a C-130 aircraft or standard 20-foot TEU container allows Chaparral to be repositioned rapidly through existing military transport networks without dedicated logistics infrastructure. It can be reassembled after transport in a 20 foot shipping container within one hour, subject to mission profile, site conditions and operator procedures.

•        Multi-mission configurability.    The same aircraft serves cargo resupply, intelligence, surveillance and reconnaissance (ISR), casualty evacuation (CASEVAC), directed energy, Air Launched Effects, and ground power generation missions through field-swappable payload pods, reducing the logistical burden of maintaining multiple specialized platforms.

•        Modular Open Systems Approach (MOSA)-compliant open architecture.    Chaparral’s command-and-control interface supports MOSA, NATO Standardization Agreement (STANAG) 4586, and MAVLink standards, enabling integration into existing defense command and control systems, while supporting future capability upgrades through software rather than hardware replacement.

•        Operational energy generation.    The hybrid powertrain generates 50 kW of excess electrical power during flight, enabling Chaparral to transport and deploy power cells that independently power expeditionary tactical operations centers, reduce the battery resupply burden for forward units, and support sensor and communications equipment in the payload pod.

Government Contracts

Since 2019, Elroy Air has been awarded seven contracts with U.S. Government customers, including Small Business Innovation Research (SBIR), Phase II, Direct-to-Phase II, and Phase III awards and a Tactical Funding Increase (TACFI) agreement with the U.S. Air Force, and SBIR Phase I and Phase II contracts with the U.S. Army. Approximately $0.8 million was recognized as revenue during the six months ended June 30, 2026, $2.4 million was recognized during the year ended December 31, 2025, and $2.6 million was recognized as revenue during the year ended December 31, 2024. In August 2026, Elroy Air was awarded a non-binding U.S. Army SBIR Phase III contract with a stated contract amount of approximately up to $46.1 million, inclusive of a base period and priced option periods, approximately $5.1 million of

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which was initially funded. During the three years preceding the date of this filing, we have not received any show cause or cure notices with respect to any government contract, and neither the Company nor any of its officers or directors is debarred, suspended, or proposed for debarment from government contracting.

Market Opportunity

Total Addressable Market

Chaparral addresses a current global total addressable market (TAM) of approximately $420 billion across defense logistics, commercial middle-mile, offshore energy, rapid response, and related markets, of which approximately $300 billion is currently addressable with existing Chaparral capabilities. An additional approximately $100 billion represents new market opportunities that may require new vehicle configurations or pod developments to serve.

Market Segment		TAM (2025)			compound annual growth rate (CAGR)			Period
Defense Logistics		$	174B		6	%		2025A – 2033E
Middle Mile Express Shipping		$	97B		7	%		2024E – 2032E
Offshore Oil and Gas Transport		$	21B		8	%		2026E – 2034E
Mission-Focused unmanned aerial vehicles (UAVs)		$	16B		8	%		2025E – 2030E
Rapid Response Disaster Relief		$	8B		6	%		2025E – 2035E
Organ Transport Services		$	3B		9	%		2025E – 2029E
Commercial Air Cargo (new markets)		$	93B		4	%		2026E – 2035E
Infrastructure Monitoring (new markets)		$	9B		10	%		2026E – 2031E

Source:    Business Research Insights, Fortune Business Insights, Future Market Insights, Global Market Insights, Markets and Markets, Mordor Intelligence, Research and Markets. New markets may require new vehicle configurations and/or pod developments to serve.

Defense Tailwinds

•        Critical Technology Area designation.    The Department of War has designated Contested Logistics Technologies as one of six Critical Technology Areas under the Undersecretary for Research and Engineering, establishing autonomous contested logistics as a DoW funding priority.

•        Unleashing American Drone Dominance Executive Order.    We believe the Administration’s directive to promote U.S. global leadership in drone technology positions Elroy Air, as a U.S.-headquartered and U.S.-designed platform, as a preferred vendor for trusted autonomous systems procurement.

•        Volume demand acceleration.    The DoW is accelerating scaled autonomous vehicle procurement across multiple program offices, with Elroy Air engaged across Army Special Operations Forces (ARSOF), Research and Engineering (R&E), Army, United States Marine Corps (USMC), Air Force, and United States Special Operations Command (USSOCOM).

•        Multi-Domain Operations.    The Army’s Transformation in Contact and Multi-Domain Operations doctrine creates specific demand for autonomous logistics systems that can close supply gaps between Brigade Support Areas and dispersed forward units.

Commercial Tailwinds

•        FAA regulatory pathway.    Elroy Air was selected as one of eight projects by U.S. Department of Transportation (USDOT) and the FAA for the inaugural electric vertical takeoff and landing (eVTOL) Integration Pilot Program and is the only original equipment manufacturer (OEM) purpose-building an autonomous, heavy-payload VTOL cargo system, establishing a collaborative regulatory pathway.

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•        Infrastructure-light logistics demand.    E-commerce and express shipping networks are reaching infrastructure limits. Chaparral’s runway independence and VTOL capability may enable service to destinations that are too difficult or too expensive for traditional fixed-wing cargo operations to serve.

•        Offshore energy economics.    We believe, based on feedback from offshore operators, that a substantial majority of offshore energy cargo fits within Chaparral’s pod dimensions at a potentially lower cost per delivery than helicopter alternatives, and that Chaparral could potentially serve more than 2,300 Gulf of America offshore production platforms and North Sea assets within operational range.

•        Medical and humanitarian logistics.    Climate-controlled pod development for blood, plasma, and medical resupply, combined with CASEVAC transport capability and infrastructure-independent operations, positions Chaparral to potentially address the need for high-value medical logistics and humanitarian response in the future.

Our Business Strategy

Our strategy is organized around three principles: validate before commercializing, partner for capital efficiency, and build a revenue model that generates sustainable returns over the aircraft lifecycle.

Validate Before Commercializing

Elroy Air has built a flight-tested, defense-validated platform. The $4.9 billion potential commercial pipeline and $3.5 billion defense pipeline reflect customer demand for an aircraft that customers have seen fly, tested against their own operational requirements, and evaluated as a credible logistics solution. Our customer engagements remain subject to regulatory approvals, procurement decisions, definitive agreements and other conditions.

Partner for Capital Efficiency

We operate primarily as an aircraft designer and software developer for autonomous cargo aircraft, writing custom software and using commercial off-the-shelf (COTS) parts and subsystems where adequate supply chain is available, developing custom parts otherwise. We pursue a capital-efficient production strategy for manufacturing at scale. Rather than consuming capital on factory infrastructure before production volumes justify the investment, Elroy Air expects to work with third-party manufacturing and service providers to support future production and deployment of Chaparral. In the United States, Elroy Air has engaged with Kratos Unmanned Aerial Systems, Inc. as the U.S. manufacturer of Chaparral at its Sacramento facility, targeting initial capacity of one aircraft per week beginning in 2027. Internationally, the Barq Group Joint Venture is expected to provide up to $200 million in partner-funded manufacturing and services capacity in Abu Dhabi. We believe these partnerships will help to keep our manufacturing cost structure largely commensurate with revenue and allow us to concentrate our capital on our core aircraft engineering, autonomy software, and regulatory certification programs.

Revenue Model

Revenue Stream		Timing		Description
OEM Aircraft Sales		Upfront		Complete Chaparral aircraft delivered to commercial and government operators at approximately $3.5M average selling price.
Parts and Accessories		Recurring		Mission-configurable pods (~$25K each).
Maintenance, repair and overhaul (MRO) Royalties		Recurring, growing		10% royalties from a global network of approved MRO service partners across the installed fleet, approximately $350k per aircraft over 10-year initial deployment.
Software Subscription		Recurring, high-margin		Autonomy software required to operate the aircraft, at approximately 10% of sale price annually. Approximately $3.5M per aircraft over a 10-year initial deployment.

Single aircraft lifetime revenue opportunity is expected to be up to approximately $7.60 million, more than twice the estimated initial purchase price. Even partial conversion of the 1,410 unit commercial pipeline presents a potential $1 billion-plus revenue opportunity.

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Regulatory Strategy

Our regulatory strategy is unblocked through the following pathways and depends on obtaining and maintaining the applicable approvals, and no assurance can be given that we will obtain them when expected or at all.

Where we are today.

Our defense and disaster-response missions operate under non-FAA protocols, which supports continued defense program participation. For early U.S. commercial operations, FAA type certification is not a prerequisite: we are pursuing beyond visual line of sight (BVLOS) exemptions and corridor waivers, with initial operations planned from Houma, Louisiana under the Gulf Coast eVTOL Integration Pilot Program (eIPP) with Bristow. The FAA has issued COAs for specified operations near Byron Airport and Houma-Terrebonne Airport in connection with a Special Airworthiness Certificate — Experimental Category. International operations (for example, UAE) are generally outside FAA jurisdiction and may support near-term opportunities, subject to applicable foreign civil aviation or defense authority approvals.

Type Certification

In December 2025, we commenced an FAA type certification (TC) program for the Chaparral. We view type certification as the mechanism to support standardized, nationwide operations at scale, rather than as a precondition to beginning commercial service. There can be no assurance as to whether or when we will achieve type certification.

What is required before scale

We intend to scale production and deliveries of Chaparral systems to defense, commercial and international customers via pathways described above, that do not require type certification to get started. This includes expanding U.S. commercial operations under exemptions and waivers, including Certificates of Waiver or Authorization (COAs) and exemptions under 49 U.S.C. § 44807, and to deliver aircraft into defense and international markets under the authorities described above. We expect the proceeds of the PIPE financing to fund commercial-scale production during this period. Manufacturing and selling aircraft at a broader scale will require the corresponding FAA approvals for the aircraft and for operators, and our pace of scaling will depend on obtaining these authorizations. If they are delayed, narrowed or not obtained, or if the eIPP or exemption framework changes, our ability to commercialize and scale would be adversely affected.

Long-Term Strategy

Our long-term objective is FAA type certification, which we expect to be a later-stage milestone and which would replace regional waivers with a standardized approval that facilitates routine integration into the National Airspace System (NAS) at scale. We intend to continue pursuing COAs, § 44807 exemptions and BVLOS authorizations as our operations expand. Routine, widespread BVLOS cargo operations also depend on the government adopting UAS-specific regulations, including a generally applicable BVLOS rule; the scope and timing of that rulemaking are outside our control.

Competition

The middle-mile defense and commercial logistics aircraft market is highly competitive, and our competitors may commercialize their technology before us or we may not be able to fully capture the anticipated first-mover advantage. We face competition across three categories.

•        Heavy Cargo VTOL Drones.    Competitors including Aergility, Dufour Aerospace, LODD, Mighty-Fly, Phenix Solutions, and Pipistrel are developing autonomous cargo aircraft for similar applications. We believe Elroy Air’s advantages are: the first and only turboshaft-hybrid-electric flight of a VTOL platform at production relevant scale; three years of full scale flight testing including autonomous cargo delivery and defense operational evaluations; commercial pipeline of approximately 1,410 units, consisting of letters of intent, memoranda of understanding, and master purchase agreements; U.S. defense R&D contracts; a signed exclusive U.S. manufacturing partnership; and eIPP selection as the only heavy payload autonomous cargo OEM.

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•        Last-Mile Delivery Drones.    Matternet, Zipline, Wing, Manna, and similar operators address sub-10-pound payloads, sub-15-mile last-mile/local delivery and we believe they are not competitive on middle mile specifications. Chaparral’s design with 500+ pound maximum lift capacity and 450-mile maximum range addresses a fundamentally different class of logistics mission.

•        Passenger eVTOL Platforms.    Joby, Archer, Eve, and Beta Technologies’ platforms are optimized for passenger transport and require full passenger-carrying FAA type certification before commercial operations, a regulatory pathway that is more demanding, slower, and more expensive than the UAS pathways available to autonomous cargo operators. These platforms are not designed for external cargo pods or pilotless cargo operations.

Operations

Development History

Year		Milestone
2016		Elroy Air founded
2017		Initial engineering team assembled; early autonomous software development and electric propulsion testing initiated
2018		Invited to Joint Interagency Field Experimentation (JIFX) events; subscale Chaparral aircraft flight-tested with U.S. government observers
2019		Full-scale prototype of early-configuration large unmanned cargo aircraft successfully flight-tested; U.S. Air Force Phase II SBIR contract initiated
2020		Joined U.S. Air Force Agility Prime program; Phase III SBIR initiated; hybrid-electric powertrain development commenced with turboshaft engine runs
2021		Carbon-composite C1-1 airframe integration begun
2022		Signed Pilot Agreement with FedEx to collaborate on flight testing of the Chaparral aircraft and enable FedEx to evaluate Chaparral’s systems across its logistics network; MOU with Bristow pursuant to which Bristow made cash deposits that were subsequently converted into an equity investment; Chaparral C1-1 unveiled publicly (Aviation Week); Completed integration of all major systems into first Chaparral C1 vehicle
2023		First flight of a turboshaft hybrid electric aircraft at Chaparral’s scale (company belief); inaugural hover flight; U.S. Army Phase I contract
2024		Five successful operational flights for U.S. Marine Corps at Yuma Proving Ground; U.S. Army Phase II SBIR
2025		Full-scale C1-1 transitioned from vertical to wingborne flight; first fully autonomous A-to-B cargo delivery; exclusive U.S. manufacturing partnership signed; international manufacturing joint venture term sheet signed
2026		Selected for the inaugural USDOT eVTOL Integration Pilot Program (eIPP) as part of the Gulf Coast project with FAA COA for experimental operations near Houma Airport effective August 23, 2026; initial commercial operations remain subject to applicable FAA approvals

Facilities

Elroy Air is headquartered in Byron, California, where we occupy two adjacent buildings at 430 and 440 Eagle Court totaling approximately 14,200 square feet of office, engineering lab, and operations space. The campus houses our engineering, flight test operations, program management, business development, and general and administrative functions. We do not own any real property and believe our facilities are adequate to meet our current needs.

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Employees and Human Capital

As of June 9, 2026, Elroy Air employed 25 full-time employees, comprising 18 in research and development, 2 in sales and marketing, and 5 in general and administrative roles. All of our employees are employed at will. None of our employees is represented by a labor union or covered by a collective bargaining agreement, and we have not experienced any work stoppages. We offer competitive compensation and a comprehensive benefits program, including health coverage and a 401(k) plan with a company contribution, to attract and retain qualified personnel.

Research and Development

Research and development is central to our business, and a majority of our employees are engaged in research and development (R&D) activities. Our R&D efforts focus on our autonomous flight system, our hybrid-electric propulsion and power systems, the continued development of the Chaparral aircraft and its automated cargo handling systems, and the flight testing and verification needed to advance the platform toward broader commercial and defense deployment. We expect to continue investing in R&D to improve range, payload, reliability and autonomy.

Intellectual Property

Our success depends in part upon our ability to protect our core technology and intellectual property. To establish and protect our proprietary rights, we rely on a combination of patents, trade secrets, copyrights, and trademarks, as well as contractual protections including non-disclosure agreements, proprietary information and invention assignment agreements with employees and contractors, and license agreements with third parties.

Our patent portfolio comprises 18 patent assets, consisting of 15 issued utility and design patents and 3 pending applications, spanning three primary technology domains: hybrid-electric propulsion systems, smart autonomous cargo-handling and pod interface systems, and advanced payload integration architectures. Our issued patents include United States patents with foreign counterparts in the European Union, the United Kingdom, Germany, Switzerland, France, Australia, and Canada. We also hold three registered United States trademarks, including CHAPARRAL and ELROY AIR. Together with copyrighted software works, trade secrets embedded in flight software and engineering processes, and institutional knowledge accumulated through nearly a decade of development and three years of full-scale flight testing, we believe these assets constitute a substantial and defensible technology position.

Certain Company intellectual property was developed with funding provided under our contracts with the U.S. Air Force and the U.S. Army. We retain title to inventions developed under these awards, subject to the Government’s license rights. We have obtained present assignments of inventions from each inventor on our patents, and our registered intellectual property is owned by the Company free of royalty obligations. The SBIR data rights framework does not preclude Elroy Air from charging a software subscription fee anytime, now or in the future.

Customers and Demand

Commercial Pipeline

We have entered into letters of intent, memoranda of understanding, and master purchase agreements covering 1,410 units across commercial operators. Assuming an average selling price of approximately $3.5 million per aircraft, these engagements would represent a potential commercial revenue opportunity in excess of $4.9 billion.

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 agreements on material commercial terms including aircraft specifications, warranties, performance

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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 that we will execute definitive agreements with counterparties in a timely manner or at all.

Type		Units		Description
LOI		1,150		Letters of intent signaling purchase intent and high-level commercial term alignment, subject to future Aircraft Purchase Agreement execution
MOU		160		Memoranda of understanding reflecting more detailed term alignment, subject to future Aircraft Purchase Agreement execution
MPA		100		Master purchase agreements establishing a detailed commercial framework with future Aircraft Purchase Agreements inheriting defined terms and conditions
Total		1,410		All units reflected in signed customer engagements as of the date of this filing

Defense Demand

We have identified more than $3.5 billion in visible and identified defense contracts of opportunity and estimate potential demand exceeding 1,000 units from defense partners, based on management’s assessment of discussions with potential customers, public program statements, and internal estimates. These estimates do not represent binding orders, contractual commitments, or pipeline, and are subject to government procurement timing, Congressional appropriations, competitive factors, and regulatory approvals.

Sales and Marketing

We intend to operate primarily as an original equipment manufacturer, selling our aircraft and related systems to operators rather than operating the aircraft ourselves. We market and sell through direct engagement with defense and commercial customers, and we expect the U.S. defense market to develop ahead of the U.S. commercial market. We plan to fulfill U.S. sales through our domestic manufacturing relationship and to pursue international sales through our international manufacturing joint venture.

We have designed our aircraft as a single, dual-use platform intended to serve customers with different priorities: defense customers that prioritize reliability, resilience and reduced risk to personnel, and commercial customers that prioritize cost efficiency and the optimization of their existing logistics networks. For defense customers, we pursue sales through participation in government development and demonstration programs and through operational demonstrations that allow prospective customers to evaluate the aircraft in relevant environments. For commercial customers, we engage directly with logistics and transportation operators to develop demand and structure early deployments, including through participation in a federal pilot program intended to support initial commercial operations.

Beyond the initial aircraft sale, a significant element of our strategy is our aftermarket and recurring revenue, including sales of additional cargo pods, royalties on spare parts, and subscriptions to our autonomous flight software. As we move toward initial deliveries, our sales efforts also include preparing customers to operate the aircraft, including establishing remote-monitoring operations centers, training personnel, and supporting their maintenance and flight programs.

Government Regulation

We are subject to various local, state, federal, and international laws and regulations relating to the development, manufacturing, sale, and operation of our products and services, including regulations related to aviation safety, unmanned aircraft systems, import and export controls, the International Traffic in Arms Regulations, government procurement, product liability, workplace health and safety, employment, labor, and data privacy.

Current Operating Posture

Elroy Air operates solely as an aircraft designer and manufacturer. We do not hold or require any air carrier certificate under 14 C.F.R. Part 119, any operating certificate under Parts 121, 125, 135, or 137, or any unmanned aircraft system operator certificate; we do not conduct commercial air transportation operations; and we do not hold economic authority from the Department of Transportation. Our flight operations to date have been conducted under public

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aircraft authority (49 U.S.C. Section 40102) pursuant to a Certificate of Waiver or Authorization held by the Alaska Center for Unmanned Aircraft Systems Integration based at the University of Alaska Fairbanks as the public agency proponent, under which the Company operates as a named participant. The Company also conducts specified experimental operations under FAA authorizations, including a Special Airworthiness Certificate — Experimental Category for one Chaparral C1 unmanned aircraft for research and development and crew training and Certificates of Waiver or Authorization for specified operations near Byron Airport and Houma-Terrebonne Airport.

Export Controls and Controlled Unclassified Information

The Chaparral commercial variant has a verified Commodity Jurisdiction Determination. We maintain compliance programs with respect to U.S. export control regulations, and we are in material compliance with DFARS 252.204-7012 and National Institute of Standards and Technology (NIST) Special Publication 800-171 with respect to controlled unclassified information in our possession.

International

International and defense operations are generally not subject to FAA jurisdiction and may support near-term business opportunities. International activities may be subject to regulatory approval by applicable foreign civil aviation or defense authorities. Elroy Air is engaged with relevant authorities in connection with its international customer relationships and its planned manufacturing joint venture in Abu Dhabi.

Legal Proceedings

We are not currently a party to any material legal proceedings, and we are not aware of any pending or threatened legal proceedings that could have a material adverse effect on our business, results of operations or financial condition.

A Letter to Shareholders from Andrew Clare, CEO of Elroy Air

Fellow Shareholders:

For most of human history, moving goods quickly has required enormous infrastructure.

Airports. Runways. Roads. Ports. Pilots. Fuel depots. Warehouses.

Modern logistics and air transportation systems remain heavily concentrated around centralized hubs, not because demand is lacking, but because traditional infrastructure models are expensive, fixed, and difficult to scale efficiently. It costs more to fly to small communities today than it did five years ago, driven by higher pilot wages, elevated fuel prices, and growing fleet maintenance expenses, and those economics are forcing airlines to cut service.

Elroy Air was founded because we believed autonomy would fundamentally change that equation.

Not incrementally. Structurally.

We believed autonomous vertical takeoff and landing aircraft could transform how cargo moves across both commercial and defense environments: faster, more flexibly, and at potentially lower operational cost than traditional aviation systems, while reducing reliance on runways or specialized ground infrastructure and, in defense missions, helping keep troops out of harm’s way.

At the time, many viewed this as technically premature or operationally impractical.

Today, we believe that future is beginning to take shape. We believe autonomous cargo aviation represents a significant industrial opportunity, and that the window to establish a leadership position in this space may be narrowing.

What We Are Building

Chaparral is our answer, an autonomous cargo aircraft designed to combine three capabilities we believe the industry has never put into a single platform at this scale. Our patented turboshaft-hybrid-electric powertrain is designed to deliver the range and turnaround time of a fuel-based aircraft without the infrastructure dependency that limits battery electric vehicles. Our vertical takeoff and landing design is intended to let us operate from almost anywhere,

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potentially eliminating the runway requirement that constrains nearly every cargo aircraft flying today. And our proprietary autonomous flight system, developed over nine years and validated through three years of full-scale flight testing, is designed to enable ground-based supervision of multiple aircraft while removing the onboard pilot from dangerous, repetitive, or contested environments, which we believe creates a safety advantage for defense customers and a potential operating cost advantage across commercial markets. Autonomous logistics systems are fundamentally different from traditional aviation programs. Building a successful autonomous cargo network requires more than an aircraft. It requires tightly integrated autonomy, flight systems, logistics software, ground operations, payload handling, fleet orchestration, and scalable operational deployment.

That integrated system is what Elroy Air and our partners have been building from the beginning.

The Opportunity Ahead

We believe the opportunity ahead of us is significant.

Global logistics and middle-mile transportation markets collectively represent billions of dollars in annual economic activity, representing an approximately $420 billion total addressable market across defense logistics, commercial middle-mile, and related markets, according to industry estimates. Yet much of today’s infrastructure was built around centralized, human-operated transportation systems. At the same time, defense organizations increasingly require resilient, distributed and autonomous logistics capabilities capable of sustaining operations in contested and disrupted environments.

We believe autonomous cargo aircraft have the potential to become important infrastructure for both commercial logistics and national security over the coming decades. Importantly, cargo autonomy may also represent one of the faster paths toward scaled autonomous aviation deployment.

Unlike passenger transport, cargo operations can initially operate within more flexible operational environments while delivering immediate economic value. This enables faster iteration, faster deployment cycles, and earlier operational scaling.

We believe this distinction matters.

Chaparral was designed from the outset as a high-utilization logistics system intended to carry substantial payloads over meaningful distances with minimal infrastructure requirements. The aircraft is designed to transport up to 500+ pounds of cargo over distances of up to 450 miles (mission profile dependent) without requiring charging infrastructure, enabled by its hybrid electric architecture.

This combination of range, payload capacity, and operational flexibility unlocks use cases that are difficult or impossible for purely battery-powered systems.

It also allows operations in environments where traditional infrastructure is unavailable, damaged, expensive to build, or strategically undesirable.

From Concept to Capability

We are now entering a new phase of the company.

Over the last year, conversations with customers, regulators, and government leaders have increasingly shifted from whether autonomous cargo systems will become operational to how quickly they can scale.

Earlier this year, Elroy Air was selected as part of the U.S. Department of Transportation’s eVTOL Integration Pilot Program, where Chaparral became the only purpose-built heavy payload VTOL cargo aircraft selected among primarily passenger-focused aviation programs.

And most recently, Elroy Air successfully completed the T-REX 26-2 evaluation at Camp Atterbury, demonstrating Chaparral’s flight performance, payload-carrying capability, and, importantly, its use as a mobile power unit for expeditionary ground equipment. In December 2025, Chaparral completed its first fully autonomous A-to-B cargo delivery mission.

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We believe this reflects a broader industry realization: Autonomous cargo aviation is progressing from experimental technology toward potentially deployable infrastructure.

Top-Line Implications of Our Long-Term Focus

The next chapter for Elroy Air will focus on scaling.

The market for what Chaparral does is already taking shape. We have entered into letters of intent, memoranda of understanding, and master purchase agreements reflecting interest in approximately 1,410 aircraft, representing a potential revenue opportunity that could exceed $4.9 billion if fully converted to binding orders, from commercial operators across logistics, critical infrastructure support, and emergency response operations. On the defense side, we have identified more than $3.5 billion in addressable opportunity and potential demand that could exceed 1,000 units across the U.S. Army, U.S. Air Force, U.S. Marine Corps, USSOCOM, and Japan Ground Self-Defense Force, with active program engagement underway today. The Department of War has named Contested Logistics one of six Critical Technology Areas, and Chaparral is purpose-built for the capability the Department has said it needs. There can be no assurance that any of these engagements or identified opportunities will result in binding contracts or revenue.

How we deliver matters as much as what we deliver. We chose to partner for production rather than build custom factories, securing exclusive U.S. manufacturing, while seeking to preserve unit economics that scale with revenue, not upfront factory investment. We are applying the same partner-led, capital-efficient approach internationally through a signed initial agreement to establish what is expected to be a $200 million joint venture to fund Chaparral manufacturing and services in the Gulf region, subject to definitive documentation and regulatory approvals. These choices are intended to keep our capital focused on the work only Elroy Air can do: improving the aircraft, advancing the software, growing the team, and earning the regulatory approvals that we believe will open the markets ahead.

We believe companies that succeed in this market will require capabilities spanning aerospace engineering, autonomy, manufacturing, logistics operations, certification, and systems integration. These are difficult capabilities to build independently and even more difficult to integrate into a scalable operational platform.

We believe that complexity may create long-term defensibility.

The Future We Believe Is Ahead

Long term, we believe autonomous cargo aircraft have the potential to reshape how critical goods move around the world.

•        Medical supplies reaching remote communities in hours instead of days.

•        Military logistics operating without exposing personnel to unnecessary risk.

•        Industrial supply chains becoming more resilient and distributed.

•        Disaster response systems reaching locations inaccessible by road.

•        Entire categories of logistics becoming economically viable for the first time.

Over time, we believe autonomous logistics networks could become as important to global infrastructure as broadband networks or cloud computing platforms are today. This transition will not happen overnight, and there can be no assurance it will occur as we envision. But many of the foundational technologies required to make it possible (from autonomy, distributed compute, sensing, and electrification, to advanced manufacturing) have now matured enough that we believe they can begin to converge.

Our goal is for Elroy Air to become a leader in autonomous cargo aviation.

We believe we have assembled one of the strongest teams working in autonomous cargo aviation today. We are building the technology, the partnerships, and the operational foundation that we believe will be required to lead this market.

We have a flight-proven aircraft. We have signed customer indications of interest measured in billions of dollars. We have active defense engagements. We have a partnered manufacturing model designed for capital efficiency. We have a regulatory pathway that does not require us to wait for passenger-carrying certification, and we have a team that

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has spent nearly a decade developing the technology we seek to commercialize. The transaction we are undertaking is intended to support the planned production ramp required to convert this demand into delivered aircraft, recurring software and aftermarket revenue.

None of this would be possible without the extraordinary dedication of our employees, customers, partners, investors, and supporters who believed in this mission long before autonomous cargo aviation attracted the attention it does today. We believe cargo will move where it needs to move, when it needs to move, at a cost the existing network may not be able to match. We envision that capability being measured not in flight hours but in operations enabled, in lives reached, in missions completed because a Chaparral arrived where nothing else could.

This is the company we are building, and this is the work we intend to deliver. We invite you to build with us. Thank you for considering Elroy Air, and for considering the future we believe Chaparral can help create.

Sincerely,

/s/ Andrew Clare

Andrew Clare, Ph.D.
Chief Executive Officer
Elroy Air

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS OF ELROY AIR

Unless the context otherwise requires, all references in this section to “Elroy,” “Elroy Air,” “we,” “us,” “our,” or the “Company,” or similar terms refer to Elroy Air, Inc.

The following discussion and analysis of the financial condition and results of operations of Elroy Air includes information that Elroy Air’s management believes is relevant to an assessment and understanding of Elroy Air’s results of operations and financial condition. You should read the following discussion and analysis of our financial condition and results of operations together with the “Summary Historical Financial Information of Elroy Air” section of this proxy statement/prospectus and our audited financial statements for the years ended December 31, 2025 and 2024 and our unaudited condensed financial statements for the six-month periods ended June 30, 2026 and June 30, 2025, and, together with the respective notes thereto, included elsewhere in this proxy statement/prospectus. This discussion and analysis should also be read together with the unaudited pro forma financial information as of June 30, 2026 and for the year ended December 31, 2025 in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” This discussion contains forward-looking statements reflecting our current plans, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position, which involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this proxy statement/prospectus.

Business Overview

Elroy Air is a company focused on the development of autonomous cargo aircraft designed to deliver critical supplies to locations that may be difficult, unsafe, or uneconomic to serve using existing logistics networks. Founded in 2016 by David Merrill, Founder and Executive Chairman, the Company is headquartered in Byron, California.

Elroy Air designs autonomous aircraft systems and develops software for middle-mile defense and commercial logistics. By leveraging hybrid-electric propulsion and autonomous technologies, the Company’s vertical takeoff and landing (“VTOL”) aircraft are designed to operate without reliance on traditional airport infrastructure, enabling cargo transportation in environments that are difficult or inefficient to serve using conventional aircraft. The Company’s solutions are intended to support a range of use cases, including defense logistics and contested environment operations, maritime and offshore applications, humanitarian and disaster response, and commercial middle-mile freight applications. Management believes the Company’s integrated approach to propulsion, autonomy, and mission flexibility differentiates its platform within the emerging autonomous cargo aircraft market.

The Company remains in the research and development phase of its lifecycle, and its activities to date have been primarily focused on development of the aircraft platform and automated cargo handling systems through engineering, testing, and demonstration programs of earlier prototypes. Revenues generated to date are limited and are primarily associated with test and demonstration programs, including those funded by government and defense-related customers. In 2025, the Company achieved several technical and operational milestones, including transition flights from vertical takeoff to wingborne flight and autonomous point-to-point cargo delivery demonstrations. In January 2026, the Company and Barq Group signed an initial agreement to set up a $200,000 thousand joint venture to establish a manufacturing and service facility in Abu Dhabi focusing on the Chaparral autonomous VTOL cargo drone. In March 2026, the Company was selected as one of eight projects by the U.S. Department of Transportation (“USDOT”) and the Federal Aviation Administration (“FAA”) for the inaugural electric vertical takeoff and landing (“eVTOL”) Integration Pilot Program (“eIPP”) and was the only original equipment manufacturer (“OEM”) with an autonomous, heavy-payload VTOL cargo aircraft selected among primarily passenger-focused aviation programs. In May 2026, the Company participated in the T-REX 26-2 testing and evaluation exercise, where the Chaparral completed a series of autonomous missions, including traveling over 60 kilometers in a single flight and carrying 233 pounds over a distance of 12 kilometers; additionally, the Chaparral also demonstrated its ability to serve as mobile power unit for expeditionary ground equipment. These milestones represent continued progress toward commercialization; however, the Company remains in the pre-production phase, and future results will depend on execution of further testing, regulatory approvals, and expanded operational deployments.

The Company is developing the Chaparral aircraft platform, an uncrewed, long-range, VTOL system designed to transport cargo between distribution centers, logistics hubs, and remote locations without requiring runways or traditional aviation infrastructure. The hybrid-electric aircraft is designed to transport supplies, droppable shipments,

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cargo, fuel, and sensors weighing in excess of 500 pounds over distances of up to 450 miles using customizable payloads and configurable modular pods. The aircraft is compact and can be stowed inside a standard shipping container for storage and transport. Because the aircraft operate without onboard crew, the aircraft platform inherently reduces risk to human life relative to traditional crewed aviation.

The Company operates at the intersection of autonomous systems, defense logistics, and commercial middle-mile transportation serving customers across defense, commercial logistics, humanitarian and rapid-response use cases. Elroy Air’s solutions are intended to address structural inefficiencies in the global logistics network, particularly in the middle-mile, which is characterized by high costs, labor shortages, infrastructure dependence, and limited flexibility using traditional ground transport and crewed aircraft. During its current stage of development, the Company’s activities are largely centered on engineering, testing, and validation efforts, with customer engagements frequently structured around pilot programs and funded development initiatives.

The Company operates in a highly regulated and capital-intensive industry and is subject to regulatory, manufacturing, certification, and scaling risks typical of early-stage aerospace companies. The Company’s operating environment is influenced by evolving regulatory frameworks for uncrewed aircraft in the United States and internationally, as well as customer adoption of autonomous systems and the readiness of supporting infrastructure and certification regimes. The Company is pursuing multiple regulatory pathways to support limited initial commercial cargo operations, primarily in non-urban environments, while broader commercialization remains subject to regulatory approvals, operational readiness, and market adoption. In addition, the Company is subject to risks related to supply chain availability, manufacturing execution, capital access, and broader macroeconomic and geopolitical conditions, all of which could materially affect future results of operations, financial condition, and liquidity.

Management manages the business as a single operating and reportable segment focused on the development and commercialization of autonomous VTOL cargo aircraft and related systems. While the Company serves multiple end markets, these activities rely on a common aircraft platform, shared intellectual property, and an integrated operating model.

Elroy Air’s strategy is aligned with three core principles: validating its aircraft platform prior to broad commercialization, partnering to maintain capital efficiency, and developing a recurring revenue model that extends value over the aircraft lifecycle. Within this framework, the Company is focused on establishing leadership in long-range, autonomous middle-mile cargo logistics through a dual-use commercial and defense model. Key strategic initiatives include:

1.      Scaling the Chaparral Platform

The Company is focused on transitioning from prototype and test aircraft to production-ready systems while maintaining a high degree of commonality across defense and commercial variants. Management believes this dual-use strategy provides flexibility to allocate production across markets depending on demand cycles.

2.      Manufacturing Partnerships and Capital Efficiency

Elroy Air has entered into partnership agreements with established aerospace manufacturers to support production ramp-up while avoiding the need for large upfront investments in owned manufacturing facilities. This approach is intended to reduce execution risk and maintain flexibility as demand increases once production and commercialization begin.

3.      Regulatory Enablement for Operations

The Company is pursuing multiple regulatory pathways in parallel to enable revenue-generating operations, including drone exemptions, pilot programs, and restricted category certifications. Initial commercial operations are expected to focus on rural and over-water corridors, which management believes present lower regulatory complexity relative to passenger-focused advanced air mobility operations.

4.      Recurring Revenue Model Development

In addition to aircraft sales, Elroy Air intends to generate recurring revenue through software subscriptions, maintenance royalties, and mission-configurable payload systems, increasing lifetime customer value beyond initial aircraft delivery.

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Elroy Air’s most significant resources include its technical workforce, intellectual property portfolio, and strategic partnerships across manufacturing, defense, and commercial opportunities. The Company has filed patents covering hybrid-electric propulsion and autonomous cargo handling and also writes custom software that is capable of driving mission management. The Company’s portfolio includes various copyrighted works and trade secrets, which management believes contribute to the Company’s competitive position.

Customer Demand, Pipeline, and Government Contracts

During 2025 and 2026, Elroy Air expanded customer engagement activity across defense, commercial, humanitarian, and rapid-response markets. As of June 30, 2026, the Company had entered into customer arrangements and had pipeline representing approximately 1,410 aircraft units, consisting of a combination of letters of intent (“LOIs”), memoranda of understanding (“MOUs”), and master purchase agreements (“MPAs”). These arrangements are generally non-binding and subject to conditions, including regulatory approvals, completion of pilot or demonstration programs, aircraft specifications, and execution of definitive purchase agreements.

The Company continues to perform under multiple U.S. government contracts, including Small Business Innovation Research (“SBIR”) and test-and-evaluation contracts, which have generated revenue and supported further development and validation of the Chaparral aircraft platform. The timing and extent of future revenue remain dependent on production readiness, regulatory progress, and customer conversion. In March 2026, Elroy Air was selected to provide autonomous aerial cargo delivery as part of a new USDOT program under the American Drone Dominance Executive Order intended to accelerate VTOL and advanced air mobility operations across the United States. In August 2026, Elroy Air was awarded a non-binding U.S. Army SBIR Phase III contract with a stated contract amount of approximately up to $46,059 thousand, inclusive of a base period and priced option periods, approximately $5,135 thousand of which was initially funded, to develop and demonstrate an autonomous Group IV hybrid VTOL aircraft for modular multi-mission payload delivery.

Pipeline

Pipeline represents the aggregate volume of aircraft units and related customer demand reflected in executed and non-executed customer arrangements, including LOIs, MOUs, and MPAs, for which key commercial terms, including definitive delivery schedules, quantities, pricing, and regulatory milestones have not yet been finalized. The Company’s pipeline does not represent contracted revenue and generally consists of non-binding indications of interest, subject to a variety of conditions, including regulatory approvals, completion of demonstrations or pilot programs, execution of definitive purchase agreements, and customer funding availability. Accordingly, pipeline may not result in revenue and may be modified, delayed, or canceled. Management considers pipeline in assessing customer demand and market interest, supporting production, capacity, and resource planning, and evaluating conversion pipeline and timing risks.

Of the 1,410-unit pipeline, approximately 1,150 aircraft units are attributable to LOIs, 160 to MOUs, and 100 to MPAs. Management views LOIs and MOUs as broader agreements that signal intent and attempt to align on high-level terms and conditions to be further determined in future Aircraft Purchase Agreements whereas MPAs are advance agreements that establish a more detailed framework for future aircraft purchases, enabling subsequent Aircraft Purchase Agreements to incorporate more fully defined terms and conditions. Our pipeline represents the aggregate of non-binding agreements that we have entered into with commercial and defense customers. These agreements are non-binding indications of interest and do not constitute firm or binding purchase orders. The counterparties have no obligation to purchase our aircraft, and their obligations to consummate orders will arise only after the parties negotiate and execute definitive agreements on all material terms, including aircraft specifications, warranties, performance guarantees, delivery periods, pricing, and territorial restrictions.

Recent Developments

Proposed Business Combination with Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp. II)

On June 26, 2026, the Company announced that it had entered into a definitive Business Combination Agreement with Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp. II) (“Inflection Point”), a special purpose acquisition company. Upon consummation of the proposed business combination, Elroy Air is expected to become a publicly traded company. In connection with the proposed transaction, the Company has secured commitments for approximately $175,000 thousand, including $75,000 thousand in pre-PIPE financing of which $66,575 in pre-PIPE financing was entered into on June 26, 2026 and $8,425 in pre-PIPE financing was entered into between July 31, 2026 and September 15, 2026, and $100,000 thousand in PIPE financing.

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The proceeds from the transaction are intended to support the Company’s planned growth initiatives, including scaling aircraft production, advancing research and development activities, pursuing regulatory approvals, and funding working capital needs. The completion of the transaction is subject to regulatory approvals and approval by Inflection Point’s shareholders, and there can be no assurance that the transaction will be completed on the terms currently contemplated or at all.

Subsequent Pre-Funded PIPE Closings

On July 31, 2026, August 10, 2026, and September 15, 2026, the Company and certain accredited investors named therein (the “Post-Signing Pre-Funded PIPE Investors”) entered into additional securities purchase agreements (the “Post-Signing Pre-Funded SPAs,” collectively with the Signing Pre-Funded SPAs, the “Pre-Funded SPAs”) pursuant to which the Post-Signing Pre-Funded PIPE Investors purchased for approximately $8,425 thousand, additional Pre-Funded Convertible Notes with a principal amount of approximately $9,912 thousand and Pre-Funded Warrants to purchase 825,979 shares of Elroy Air Common Stock, on the same terms and conditions as the Signing Pre-Funded SPA (the “Post-Signing Pre-Funded Note Investment” and together with the Signing Pre-Funded Note Investment, the “Pre-Funded Note Investment”). Following these closings, the Pre-Funded Note Investment consisted of Pre-Funded Convertible Notes with an aggregate face value of approximately $88,235 thousand and Pre-Funded Warrants to purchase 7,352,940 shares of Elroy Air Common Stock at a purchase price of $12.00 per share, for aggregate proceeds of approximately $75,000 thousand.

U.S. Army Contract

On August 17, 2026, the Company was awarded a non-binding multi-year Small Business Innovation Research (“SBIR”) Phase III firm-fixed price contract with the U.S. Army, to develop and demonstrate an autonomous Group IV hybrid VTOL unmanned aircraft system for modular multi-mission payload delivery. The contract has a stated contract amount of up to $46,059 thousand with an estimated completion date of February 18, 2029, inclusive of a base period and priced option periods, and baseline funding of $11,998 thousand that spans two fiscal years with a period of performance from August 19, 2026 to August 18, 2027. Contract milestones include contract kickoff, flight demonstration, and integrating hardware and technologies for tablet-based drone operations. $5,135 thousand of the $11,998 thousand was obligated at the time of the award and was initially funded from the U.S. Department of War’s fiscal 2026 research, development, test and evaluation, defense-wide funds. The remaining $6,863 thousand will be obligated during fiscal year 2027.

FAA Authorizations

In July and August 2026, the FAA issued the Company two Certificates of Waiver or Authorization permitting specified unmanned aircraft operations near Byron Airport and Houma-Terrebonne Airport. In August 2026, the FAA also issued an experimental special airworthiness certificate for one Chaparral C1 aircraft, authorizing its use for research and development and crew training. These approvals are subject to specified operating limitations, and the experimental certificate does not permit the aircraft to carry persons or property for compensation or hire. During the eIPP demonstration flights, the Chaparral transported packages, medical supplies, spare parts, food and water across regional Gulf Coast corridors in collaboration with LIFTOFF Louisiana and the Bristow Group.

Bristow Group Amended MOU

On September 14, 2026, the Company signed an amended memoranda of understanding (“MOU”) with Bristow Group to increase the Company’s deposit-backed orders from 5 to 15.

Trends and Key Factors Affecting Performance

Elroy Air’s historical results of operations and future performance are influenced by a number of external and internal trends, uncertainties, and key factors, many of which are typical for an early-stage aerospace company transitioning from development and testing to initial commercialization. The following discussion highlights the material trends and uncertainties that have impacted the Company’s historical periods or are reasonably likely to materially affect its future results of operations, financial condition, liquidity, or cash flows.

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Macroeconomic and Industry Trends

Demand for autonomous and infrastructure-light logistics solutions

Elroy Air operates in segments of the logistics market that are experiencing increasing interest driven by defense modernization priorities, the need for resilient and reliable supply chains, and demand for faster and lower-cost middle-mile cargo transportation. The Company has engaged with customers across defense, commercial, humanitarian, and rapid-response markets, which has resulted in a growing pipeline of pilot programs, demonstrations, and non-binding arrangements. However, conversion of customer interest into definitive purchase agreements depends on factors outside the Company’s control, including customer budgeting cycles, defense procurement priorities, capital availability, and broader macroeconomic conditions. Delays or reductions in customer commitments could materially affect the timing and amount of future revenues.

Inflation, pricing, and interest rate environment

Inflationary pressures and elevated interest rates could adversely affect the Company’s cost structure and capital access. Higher prices for materials, electronics, batteries, shipping, propulsion components, and labor may increase production and development costs, while higher interest rates may increase the cost of capital or reduce appetite for financing transactions. As an early-stage company that expects to incur operating losses for the foreseeable future, Elroy Air is particularly sensitive to changes in financing conditions.

Competitive landscape

Elroy Air operates in a rapidly evolving and competitive environment that includes established aerospace companies and well-funded startups pursuing alternative autonomy, propulsion, or logistics solutions. Increased competition from our middle-mile competitors could result in pricing pressure, higher customer acquisition costs, or accelerated technology development requirements, each of which could impact future margins and operating results.

Recent geopolitical events

Recent geopolitical developments, including escalating conflict in the Middle East, heightened tensions between the United States and Iran, and broader global security concerns, have contributed to increased volatility across global energy markets and supply chains. These dynamics have resulted in elevated oil prices, increased transportation and manufacturing costs, and heightened uncertainty in global logistics and capital markets. In parallel, evolving geopolitical conditions and strategic priorities have driven increased U.S. and allied government focus on defense readiness, supply chain resilience, and contested logistics capabilities, including expanded investment in autonomous and uncrewed systems. While these developments may increase demand for defense-oriented logistics solutions and autonomous cargo capabilities over time, they may also contribute to input cost pressures, supply chain disruptions, and delays in customer decision-making. Additionally, heightened geopolitical uncertainty could impact the timing and availability of government funding, regulatory approvals, and commercial capital, all of which could materially affect the Company’s operating plans, financial condition, and results of operations.

Cybersecurity Risks

Despite our security measures, our systems may be vulnerable to attacks by external parties or may be compromised due to employee error, malfeasance, hardware or software defects or other disruptions. We may in the future experience service interruptions, service delays or technology or systems failures, which may be due to factors beyond our control. There is no assurance that administrative, physical, and technical controls and other preventive actions taken to reduce the risk of cyberattacks or other security incidents will completely or sufficiently protect our systems and data. If we or critical third parties fail to prevent, detect, address, and mitigate such attacks and incidents, it may impede or interrupt our business operations and could adversely affect our business, reputation, financial condition, and results of operations.

The Board of Directors actively monitors these macroeconomic and industry trends in determining the best course of action for the Company’s business operations.

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Operational and Commercialization Factors

Reliance on customer pilots and demonstrations

Many of the Company’s customer arrangements are dependent on pilot programs, demonstrations, or regulatory milestones. Delays or underperformance in these activities could adversely impact customer confidence, slow conversion to definitive contracts, and affect the timing and predictability of future revenues.

Financial and Liquidity Factors

Capital requirements and cash usage

Elroy Air expects to continue incurring significant operating losses as it invests in research and development, certification and regulatory efforts, manufacturing readiness, and personnel. The Company’s ability to execute its business plan is dependent on access to sufficient capital. The proposed business combination with Inflection Point is intended to provide additional liquidity; however, the timing, amount, and availability of proceeds remain subject to transaction completion and market conditions.

Working capital and cost structure dynamics

As the Company scales operations, working capital requirements are expected to increase due to inventory build, supplier deposits, and manufacturing ramp activities. Known trends include increasing expenditures ahead of revenue generation, which could result in material changes in the relationship between costs and revenues until production volumes and deliveries increase.

Legal and Regulatory Factors

Evolving aviation and drone regulatory framework

Elroy Air’s commercialization strategy depends on obtaining and maintaining regulatory approvals to conduct beyond visual line of sight (“BVLOS”) cargo operations in defined corridors and geographies. Regulatory uncertainty represents a significant known risk. Delays, changes in regulatory requirements, or adverse regulatory outcomes could materially affect the timing and scale of revenue-generating operations and increase compliance costs.

Government contracting environment

Historically, a majority of the Company’s revenue has been generated from contracts with U.S. government contracts. However, during the current period, the Company’s revenue includes a significant contract with a contractor working on behalf of the Japan Ground Self-Defense Force (“JGSDF”). Government contracts are subject to unique risks, including funding availability, contract modifications, termination rights, and audit requirements. Changes in government procurement priorities or budgetary constraints could materially affect revenues and operating results.

Strategic and Transaction-Related Factors

Proposed business combination and strategic scale-up

The proposed business combination with Inflection Point represents a significant strategic event. If completed, the transaction is expected to materially affect the Company’s capital structure, liquidity, and ability to fund growth initiatives. If the transaction is delayed or not completed, Elroy Air may be required to seek alternative financing, which may not be available on acceptable terms and could require changes to its operating plan.

Components of Results of Operations

Revenues — The Company’s revenues from contracts with customers are primarily with domestic and foreign government agencies. To date, revenue activities have consisted of providing governmental agencies and commercial customers with research and development services to support their assessment of autonomous aircraft technologies and related applications.

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The Company recognizes revenue over time when one of the following criteria is met: (i) there is a continuous transfer of control to the customer, (ii) the Company’s performance creates or enhances an asset that the customer controls as it is created or enhanced, or (iii) the Company’s performance does not create an asset with an alternative use and the Company has an enforceable right to payment for performance completed to date. All other performance obligations are recognized at a point in time.

For performance obligations recognized over time, the Company measures progress using the cost-to-cost input method, as the Company believes this represents the most appropriate measure towards satisfaction of its performance obligation. Under the cost-to-cost input method, the Company records revenue based upon the proportion of total costs (such as materials and labor hours) incurred to date relative to the total estimated cost at completion.

Cost of revenue — Cost of revenue includes the direct cost of labor and materials, subcontractor expenses, depreciation and overhead costs (where applicable) used in the development of aircraft and autonomous software, and services provided to customers. Costs are expensed as incurred except for costs incurred to fulfill a contract, which are capitalized and amortized on a straight-line basis over the expected period of performance.

Research and development — Research and development expenses include employee and contractor compensation, depreciation, supplier costs and materials costs for new product development, rent and other corporate costs attributable to research and development activities. Research and development costs are expensed as incurred. We expect research and development expenses to increase in absolute dollars as we grow our business but may fluctuate as a percentage of total revenue over time.

General and administrative — General and administrative expenses consist primarily of personnel-related expenses for the Company’s supply chain, legal, finance, human resources, and administrative personnel, as well as the costs of information technology, travel, allocated overhead, and administrative and consulting expenses. Management expects to further invest in the Company’s corporate infrastructure and incur additional expenses associated with operating as a public company, including increased legal and accounting costs, investor relations, and compliance costs. As a result, management expects that general and administrative expenses will increase in absolute dollars in future periods but decline as a percentage of total revenue over time.

Sales and marketing — Sales and marketing expenses consist primarily of personnel-related and travel expenses for the Company’s business development and marketing efforts. Management plans to commercialize its aircraft in the foreseeable future. As a result, management expects that sales and marketing expenses will increase in absolute dollars in future periods but may fluctuate as a percentage of total revenue over time.

Interest income — Interest income primarily relates to interest earned on cash.

Interest expense — Interest expense relates to interest incurred on indebtedness.

Other expense, net — Other expense, net relates to gains or losses on disposal of property and equipment, loss on issuance of short-term debt, loss on extinguishment of short-term debt, and other transactions outside our normal operations.

Change in fair value of warrant liabilities — Change in fair value of warrant liabilities relates to the changes in fair value of the Company’s common and preferred stock warrant liabilities.

Change in fair value of forward contract liability — Change in fair value of forward contract liability relates to the changes in the fair value of the Company’s Series Seed Prime Forward Obligation liability.

Change in fair value of derivative asset — Change in fair value of derivative asset relates to the changes in fair value of the Company’s Prepayment Option Derivative asset relating to the Prologis Promissory Note.

Change in fair value of short-term debt — Change in fair value of short-term debt relates to the changes in fair value of the May 2026 Promissory Notes accounted for under the fair value option.

Income tax expense — Income tax expense consists of an estimate for federal and state income taxes based on enacted rates, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities, and changes in the tax law. We maintain a valuation allowance to offset all federal and state net deferred tax assets, as realization of such assets does not meet the more-likely-than-not threshold required under ASC 740, Income Taxes.

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Results of Operations

Comparison of the six months ended June 30, 2026 to the six months ended June 30, 2025

The following table sets forth a summary of our results of operations for the periods indicated, and the changes between periods.

		Six Months Ended June 30,								$ Change				% Change
(in thousands)		2026				2025
Revenue		$	4,542			$	1,511			$	3,031			201	%
Cost of revenue			964				1,255				(291	)		(23	)%
Gross profit		$	3,578			$	256			$	3,322			1,298	%
Operating expenses:
Research and development			6,503				2,592				3,911			151	%
General and administrative			7,152				3,404				3,748			110	%
Sales and marketing			615				165				450			273	%
Total operating expenses		$	14,270			$	6,161			$	8,109			132	%
Loss from operations		$	(10,692	)		$	(5,905	)		$	(4,787	)		81	%
Other (expense) income:
Interest income			11				54				(43	)		(80	)%
Interest expense			—				(38	)			38			N/M
Other expense, net			(518	)			(299	)			(219	)		73	%
Change in fair value of warrant liabilities			(513	)			(813	)			300			(37	)%
Change in fair value of forward contract liability			—				1,908				(1,908	)		N/M
Change in fair value of derivative asset			148				—				148			N/M
Change in fair value of short-term debt			(140	)			—				(140	)		N/M
Total other (expense) income, net		$	(1,012	)		$	812			$	(1,824	)		N/M
Loss before income tax expense		$	(11,704	)		$	(5,093	)		$	(6,611	)		130	%
Income tax expense			—				—				—			N/M
Net loss		$	(11,704	)		$	(5,093	)		$	(6,611	)		130	%

____________

N/M — Not Meaningful

Revenue

Revenue increased by $3,031 thousand, or 201%, to $4,542 thousand during the six months ended June 30, 2026, from $1,511 thousand during the six months ended June 30, 2025. This increase was primarily attributable to the $3,734 thousand in revenue recognized related to the contract with Itochu Aviation Co., Ltd. (“Itochu”) during the six months ended June 30, 2026. This increase was partially offset by the $767 thousand decrease in revenue recognized related to a Tactical Funding Increase (“TACFI”) contract with the U.S. Air Force, which was completed prior to the six months ended June 30, 2026.

Cost of revenue

Cost of revenue decreased by $291 thousand, or 23%, to $964 thousand during the six months ended June 30, 2026, from $1,255 thousand during the six months ended June 30, 2025. This decrease was primarily driven by a $738 thousand decrease in costs incurred related to AFWERX contracts with the U.S. Air Force. This decrease was partially offset by a $459 thousand increase in costs incurred related to the contract with Itochu between the six months ended June 30, 2026 and 2025. Cost of revenue represented 21% of our revenues during the six months ended June 30, 2026, compared to 83% during the six months ended June 30, 2025.

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Research and development

Research and development expenses increased by $3,911 thousand, or 151%, to $6,503 thousand during the six months ended June 30, 2026, from $2,592 thousand during the six months ended June 30, 2025. This increase was primarily attributable to a $2,866 thousand of expenses incurred related to the Development and Manufacturing Agreement with Kratos Unmanned Aerial Systems (“Kratos”) during the six months ended June 30, 2026 that were not incurred during the six months ended June 30, 2025, and a $1,288 thousand increase in other research and development expenses attributable to ongoing testing and integration of the Chaparral aircraft between the six months ended June 30, 2026 and 2025. This increase was partially offset by a $398 thousand decrease in consulting expenses attributable to engineering, flight, and project management services between the six months ended June 30, 2026 and 2025. Research and development expenses represented 143% of our revenues during the six months ended June 30, 2026, compared to 172% during the six months ended June 30, 2025.

General and administrative

General and administrative expenses increased by $3,748 thousand, or 110%, to $7,152 thousand during the six months ended June 30, 2026, from $3,404 thousand during the six months ended June 30, 2025. This increase was primarily attributable to a $5,117 thousand increase in consulting and professional services fees and expenses for legal, accounting, consulting, and audit services. This increase was partially offset by a $591 thousand decrease in stock-based compensation expense, a $510 thousand decrease in payroll expense, including salary, bonus, and benefits, and a $357 thousand decrease in office expense including rent, utilities, and operating expenses between the six months ended June 30, 2026 and 2025, primarily due to the Company exiting its South San Francisco location. General and administrative expenses represented 157% of our revenues during the six months ended June 30, 2026, compared to 225% during the six months ended June 30, 2025.

Sales and marketing

Sales and marketing expenses increased by $450 thousand, or 273%, to $615 thousand during the six months ended June 30, 2026, from $165 thousand during the six months ended June 30, 2025. The increase in sales and marketing expenses is primarily attributable to a $229 thousand increase in stock-based compensation expense and a $199 thousand increase in payroll expense between the six months ended June 30, 2026 and 2025. Sales and marketing expenses represented 14% of our revenues during the six months ended June 30, 2026, compared to 11% during the six months ended June 30, 2025.

Interest income

Interest income decreased by $43 thousand, or 80%, to $11 thousand during the six months ended June 30, 2026, from $54 thousand during the six months ended June 30, 2025. This decrease was primarily attributable to a decrease in interest earned on the Company’s cash during the six months ended June 30, 2026.

Interest expense

Interest expense decreased by $38 thousand to no interest expense during the six months ended June 30, 2026, from $38 thousand during the six months ended June 30, 2025. This decrease was primarily driven by the Loan and Security Agreement with Silicon Valley Bank being settled on July 10, 2025.

Other expense, net

Other expense, net increased by $219 thousand, or 73%, to $518 thousand during the six months ended June 30, 2026, from $299 thousand during the six months ended June 30, 2025. This increase was primarily driven by the $484 thousand loss on issuance of the May 2026 Promissory Notes and a $131 thousand loss on debt extinguishment of the May 2026 Promissory Notes during the six months ended June 30, 2026, compared to no such losses during the six months ended June 30, 2025. This increase was partially offset by a $265 thousand decrease in loss from asset sales and disposals, as no asset sales or disposals occurred during the six months ended June 30, 2026, and an $87 thousand decrease in other expense, net related to a property tax refund received during the six months ended June 30, 2026, compared to no such refund during the six months ended June 30, 2025.

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Change in fair value of warrant liabilities

Change in fair value of warrant liabilities for the six months ended June 30, 2026, resulted in a decreased loss of $300 thousand, or 37% to $513 thousand compared to $813 thousand for the six months ended June 30, 2025. The change in fair value of warrant liabilities is driven by changes in fair value of the Preferred Stock Warrants and Common Stock Warrants during the six months ended June 30, 2026 compared to the six months ended June 30, 2025.

Change in fair value of forward contract liabilities

There was no gain or loss related to the change in fair value of forward contract liabilities for the six months ended June 30, 2026, compared to a $1,908 thousand gain for the six months ended June 30, 2025. This is due to the forward contract liability being reclassified to temporary equity on November 10, 2025 in connection with the settlement of the Series Seed Prime Forward Obligation.

Change in fair value of derivative asset

Change in fair value of derivative asset for the six months ended June 30, 2026, resulted in a gain of $148 thousand compared to no gain or loss for the six months ended June 30, 2025. The change in fair value of derivative asset is driven by the change in fair value of the embedded Prepayment Option Derivative asset within the Prologis Promissory Note during the six months ended June 30, 2026.

Change in fair value of short-term debt

Change in fair value of short-term debt for the six months ended June 30, 2026, resulted in a loss of $140 thousand compared to no gain or loss for the six months ended June 30, 2025. The change in fair value of short-term debt is driven by changes in fair value of the May 2026 Promissory Notes, from the issuance date of May 15, 2026 to June 30, 2026 which is accounted for under the fair value option.

Income tax expense

Income tax expense for the six months ended June 30, 2026 and June 30, 2025 was less than $1 thousand, respectively, and are attributable primarily to state income taxes that the Company conducts business in.

Comparison of the year ended December 31, 2025 to the year ended December 31, 2024

The following table sets forth a summary of our results of operations for the years indicated, and the changes between periods.

		Years Ended December 31,
(in thousands)		2025				2024				$ Change				% Change
Revenue		$	2,435			$	4,064			$	(1,629	)		(40	)%
Cost of revenue			2,003				3,509				(1,506	)		(43	)%
Gross profit		$	432			$	555			$	(123	)		(22	)%
Operating expenses:
Research and development			6,708				8,464				(1,756	)		(21	)%
General and administrative			6,103				5,928				175			3	%
Sales and marketing			1,257				781				476			61	%
Total operating expenses		$	14,068			$	15,173			$	(1,105	)		(7	)%
Loss from operations		$	(13,636	)		$	(14,618	)		$	982			(7	)%
Other (expense) income:
Interest income			81				230				(149	)		(65	)%
Interest expense			(39	)			(214	)			175			(82	)%
Other expense, net			(426	)			(98	)			(328	)		335	%

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		Years Ended December 31,
(in thousands)		2025				2024				$ Change				% Change
Change in fair value of warrant liabilities			(7,980	)			6,309				(14,289	)		N/M
Change in fair value of forward contract liability			(133,553	)			(10,404	)			(123,149	)		1,184	%
Restructuring expense			—				(214	)			214			N/M
Total other expense, net		$	(141,917	)		$	(4,391	)		$	(137,526	)		3,132	%
Loss before income tax expense		$	(155,553	)		$	(19,009	)		$	(136,544	)		718	%
Income tax expense			(2	)			—				(2	)		N/M
Net loss		$	(155,555	)		$	(19,009	)		$	(136,546	)		718	%

____________

N/M – Not Meaningful

Revenue

Revenue decreased by $1,629 thousand, or 40%, to $2,435 thousand during the year ended December 31, 2025, from $4,064 thousand during the year ended December 31, 2024. This decrease was primarily attributable to the $1,432 thousand decrease in revenue with Leidos as that contract ended prior to December 31, 2024.

Cost of revenue

Cost of revenue decreased by $1,506 thousand, or 43%, to $2,003 thousand during the year ended December 31, 2025, from $3,509 thousand during the year ended December 31, 2024. This decrease was primarily driven by a $1,220 thousand decrease in costs incurred related to the Leidos contract that ended prior to December 31, 2024. Cost of revenue represented 82% of our revenues during the year ended December 31, 2025, compared to 86% during the year ended December 31, 2024.

Research and development

Research and development expenses decreased by $1,756 thousand, or 21%, to $6,708 thousand during the year ended December 31, 2025, from $8,464 thousand during the year ended December 31, 2024. This decrease was primarily attributable to a $4,431 thousand decrease in payroll-related expenses, including salary, bonus, and benefits primarily due to a reduction in force which took place in 2024 to align with the Company’s long-term business model. This decrease was partially offset by a $1,786 thousand increase in stock-based compensation expense, a $260 thousand increase in research and development expenses attributable to development of the Chaparral aircraft, and a $155 thousand increase in consulting expense primarily attributable to engineering, flight, and project management services. Research and development expenses represented 275% of our revenues during the year ended December 31, 2025, compared to 208% during the year ended December 31, 2024.

General and administrative

General and administrative expenses increased by $175 thousand, or 3%, to $6,103 thousand during the year ended December 31, 2025, from $5,928 thousand during the year ended December 31, 2024. This increase was primarily attributable to a $2,056 thousand increase in stock-based compensation expense and a $188 thousand increase in consulting expenses from legal and advisory services in 2025. This increase was partially offset by a $1,299 thousand decrease in office expenses, including rent, utilities, and operating expenses primarily due to the Company exiting its South San Francisco location in 2025, a $528 thousand decrease in IT-related expenses primarily due to the Company transitioning to a new ERP system, and a $241 thousand decrease in payroll-related expenses primarily due to a reduction in force which took place in 2024 to align with the Company’s long-term business model. General and administrative expenses represented 251% of our revenues during the year ended December 31, 2025, compared to 146% during the year ended December 31, 2024.

Sales and marketing

Sales and marketing expenses increased by $476 thousand, or 61%, to $1,257 thousand during the year ended December 31, 2025, from $781 thousand during the year ended December 31, 2024. The increase in sales and marketing expenses is primarily attributable to a $379 thousand increase in consulting expenses and a $217 thousand increase

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in stock-based compensation expense between the year ended December 31, 2025 and 2024. Sales and marketing expenses represented 52% of revenue during the year ended December 31, 2025, compared to 19% during the year ended December 31, 2024.

Interest income

Interest income decreased by $149 thousand, or 65%, to $81 thousand during the year ended December 31, 2025, from $230 thousand during the year ended December 31, 2024. This decrease was primarily attributable to a decrease in interest earned on the Company’s cash in 2025.

Interest expense

Interest expense decreased by $175 thousand, or 82%, to $39 thousand during the year ended December 31, 2025, from $214 thousand during the year ended December 31, 2024. This decrease was primarily driven by a decrease in our outstanding indebtedness as our Loan and Security Agreement with Silicon Valley Bank was settled on July 10, 2025.

Other expense, net

Other expense, net increased by $328 thousand, or 335%, to $426 thousand during the year ended December 31, 2025, from $98 thousand during the year ended December 31, 2024. The change in other expense, net was primarily driven by the $265 thousand loss on sale of property and equipment related to the exit of our South San Francisco location during the year ended December 31, 2025.

Change in fair value of warrant liabilities

Change in fair value of warrant liabilities for the year ended December 31, 2025 was a loss of $7,980 thousand compared to a gain of $6,309 thousand for the year ended December 31, 2024. The change in fair value of warrant liabilities is driven by changes in fair value of the Preferred Stock Warrants and Common Stock Warrants during the year ended December 31, 2025 compared to the year ended December 31, 2024.

Change in fair value of forward contract liabilities

Change in fair value of forward contract liabilities for the year ended December 31, 2025, resulted in an increased loss of $123,149 thousand, or 1,184% to $133,553 thousand compared to $10,404 thousand for the year ended December 31, 2024. The change in fair value of forward contract liabilities is driven by changes in fair value of the forward contract liability as of the settlement date on November 10, 2025 compared to December 31, 2024.

Restructuring expense

Restructuring expense decreased by $214 thousand to no restructuring expense incurred during the year ended December 31, 2025, from $214 thousand during the year ended December 31, 2024. The change in restructuring expense is driven by the Company’s 2024 restructuring plan under which a reduction in force occurred in 2024 as the Company realigned its strategy and managed cash burn. The 2024 restructuring plan was completed prior to December 31, 2024 and there was not a formal restructuring plan in 2025.

Income tax expense

Income tax expense for the year ended December 31, 2025, increased to $2 thousand compared to no income tax expense for the year ended December 31, 2024. The change in income tax expense is due to an increase in state and local taxes during the year ended December 31, 2025.

Liquidity and Capital Resources

The Company measures liquidity in terms of our ability to fund the cash requirements of our business operations, including working capital needs, capital expenditures, contractual obligations, debt service, and other commitments with cash flows from operations and other sources of funding. Our principal sources of liquidity to date have included cash on hand, equity financing, and limited debt financing. Our primary uses of cash are operating expenses, including personnel salaries and benefits, capital expenditures, and servicing debt obligations.

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As of June 30, 2026 and December 31, 2025, we had cash of $65,094 thousand and $2,248 thousand, respectively and restricted cash of $30 thousand as of each date. During the six months ended June 30, 2026, we raised capital through issuances of the Pre-Funded Convertible Notes and Pre-Funded Warrants totaling $66,575 thousand and the issuance of the May 2026 Promissory Notes totaling $4,050 thousand. During the years ended December 31, 2025 and 2024, we also raised capital through issuances of Series A Prime Preferred Stock and Series Seed Prime Preferred Stock totaling $4,671 thousand and $6,738 thousand, respectively. During the year ended December 31, 2024, we raised $9,005 thousand through issuances of Series AAA Preferred Stock and Warrants. We have incurred operating losses since inception and expect to continue investing in research and development, aircraft design and testing, certification and regulatory activities, manufacturing readiness, and commercialization initiatives. As a result, our ability to execute our business plan remains dependent on maintaining adequate liquidity and access to additional sources of capital.

Our future capital requirements will depend on numerous factors, including the timing and extent of investments in research and development, aircraft design and testing, regulatory approvals, manufacturing readiness, supply chain development and the expansion of our operations and personnel. Our ability to fund our operations and meet our obligations depends on achieving anticipated revenue and cash flow levels, managing costs, and successfully managing working capital. Our ability to generate cash is also subject to economic, financial, competitive, legislative, regulatory, and other factors beyond our control. We cannot guarantee that our business will generate sufficient cash flow to meet our liquidity needs.

To meet these capital requirements, we expect to rely on our current cash on hand and access to debt and equity markets. However, our ability to obtain additional funding is subject to market conditions, our operating performance, and market perception of our growth. Our capital needs may also vary materially from current plans if, for example, revenues do not meet expectations or we incur unforeseen expenditures.

Should our current and future liquidity sources prove insufficient, we may need to seek additional equity or debt financing, which could involve shareholder dilution or restrictive operational covenants. There can be no assurance that we will be able to raise additional capital. An inability to do so would adversely affect our ability to achieve our business objectives.

On June 26, 2026, in connection with the transactions contemplated by the Business Combination Agreement, we entered into securities purchase agreements (the “Signing Pre-Funded SPAs”) with certain accredited investors named therein (collectively, the “Signing Pre-Funded PIPE Investors”), pursuant to which we issued and sold in an initial closing, convertible promissory notes (the “Pre-Funded Convertible Notes”) with an aggregate face value of approximately $78,324 thousand and warrants (the “Pre-Funded Warrants”) to purchase 6,526,961 shares of Elroy Air Common Stock at an exercise price of $12.00 per share for an aggregate purchase price of approximately $66,575 thousand (the “Signing Pre-Funded Note Investment”).

On June 26, 2026, in connection with the transactions contemplated by the Business Combination Agreement, the Company, Inflection Point, and the accredited investor named therein (the “Closing PIPE Investor” and/or “Series A Preferred Stock Investor”) entered into a Securities Purchase Agreement (the “Series A SPA”). Pursuant to the Series A SPA, the Closing PIPE Investor agreed, among other things, to purchase, at closing of the Business Combination, 9,803,922 shares of Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and a New Elroy Air Series A Warrant to purchase an aggregate of 9,803,922 shares of New Elroy Air Common Stock, for an aggregate purchase price of $100.0 million (the “Closing PIPE Investment”). Each share of Series A Preferred Stock will have a stated value of $12.00. In consideration for the Closing PIPE Investor’s investment, (i) New Elroy Air will issue 750,000 shares of New Elroy Air Common Stock to the Closing PIPE Investor upon closing of the Business Combination and (ii) Inflection Point will cause the applicable holders to transfer to the Closing PIPE Investor 501,649 shares of New Elroy Air Common Stock issued or issuable to the Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), in respect of the Inflection Point Class B Shares (the “Founder Shares”), an aggregate of 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and Cohen & Company Capital Markets (“CCM”), a division of Cohen & Company Securities, LLC, (“CCS”) in respect of the Inflection Point Units (the “Private Placement Units”) and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the Private Placement Units upon closing of the Business Combination.

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Between July 31, 2026 and September 15, 2026, the Company and the Post-Signing Pre-Funded PIPE Investors entered into the Post-Signing Pre-Funded SPAs pursuant to which the Post-Signing Pre-Funded PIPE Investors purchased for approximately $8,425 thousand, additional Pre-Funded Convertible Notes with a principal amount of approximately $9,912 thousand and Pre-Funded Warrants to purchase 825,979 shares of Elroy Air Common Stock, on the same terms and conditions as the Signing Pre-Funded SPA.

We expect to receive additional proceeds from related financing activities contemplated as part of the proposed transaction. However, should the Business Combination Agreement be terminated without the business combination having been consummated, the proceeds will remain as a convertible promissory note with a maturity date of one year following the signing of the Business Combination Agreement, or June 26, 2027, absent conversion or an earlier triggering event. The holders of the Pre-Funded Convertible Notes have the contractual right to demand repayment of approximately $88,235 thousand of principal plus accrued and unpaid interest on or after the maturity date if the business combination has not been consummated and the notes have not otherwise converted.

If the business combination fails to be completed, we may be unable to obtain additional funding to continue our operations through commercialization. The Company’s dependence on external funding and the contractual right holders of the Pre-Funded Convertible Notes have to demand repayment on or after the maturity date if the business combination has not been consummated, raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying financial statements are issued.

Debt Arrangements

As of the periods presented, the Company has not relied on significant ongoing debt financing as a primary source of liquidity, and management does not view debt as the principal source of long-term capital given the Company’s stage of development. The Company may pursue additional debt or equity financing in the future to support growth initiatives or strategic objectives.

Venture Debt Term Loan

On March 28, 2019, the Company entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”), later amended on November 3, 2020 and May 31, 2022. The latest amendment provided for term loan borrowings with a maximum aggregate borrowing capacity of $5,000 thousand, secured by substantially all of the Company’s assets, subject to customary exclusions and permitted liens. The facility included standard affirmative and negative covenants, including restrictions on incurring additional indebtedness, granting liens, making certain investments, and paying dividends, as well as reporting requirements. The loans accrued interest at a floating per annum rate equal to the prime rate, subject to a floor of 3.50%, with interest payable monthly. Principal repayment commenced following an initial interest only period and amortized over up to thirty monthly installments, with a stated final maturity date no later than September 1, 2025.

In connection with entering into the SVB Loan Agreement, the Company issued warrants to purchase shares of its common stock to SVB. The warrants were issued concurrently with the execution of the loan documents and represented additional consideration to the lender. The warrants are freestanding equity instruments governed by separate warrant agreements and were not included as “Obligations” under the Loan and Security Agreement.

On July 10, 2025, the Company fully repaid all outstanding principal, accrued interest, prepayment fees, and other amounts owed under the SVB Loan Agreement, totaling $459 thousand. Following repayment, SVB issued a payoff letter confirming satisfaction and extinguishment of the debt obligations, and the associated security interests and covenant requirements were terminated.

Prologis Promissory Note

On August 21, 2025, the Company entered into a promissory note with Prologis 2, L.P. for the conversion of outstanding lease payables to debt. The Prologis Promissory Note had a principal amount of $384 thousand and accrued interest at the rate of zero percent per annum. The Prologis Promissory Note was to be repaid through forty-eight monthly payments of equal principal with a maturity date of August 31, 2029. The Company was able to prepay the Prologis Promissory

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Note in whole or in part at any time without penalty. The Company fully repaid the $296 thousand outstanding principal balance on the Prologis Promissory Note on July 1, 2026 for $148 thousand. The difference relates to the 50% early payoff discount that was included within the Prologis Promissory Note. No amounts remained outstanding as of the filing date.

May 2026 Promissory Notes

On May 15, 2026, the Company entered into a $4,050 thousand promissory note agreement with ten unrelated third-party investors and four related party investors. Each May 2026 Promissory Note contains a 12% stated interest rate compounded daily which is automatically increased to 18% if the respective May 2026 Promissory Note remains outstanding and unpaid as of the maturity date. Each May 2026 Promissory Note matures on February 15, 2027. Under the May 2026 Promissory Note, the Company may unilaterally elect to extend the maturity date by thirty days. Further, each May 2026 Promissory Note contains mandatory redemption provisions, whereby upon the occurrence of certain events, the Company must repay the outstanding balance of the May 2026 Promissory Note in cash, at a specified payoff amount above par.

The Company settled $2,497 thousand on June 30, 2026, of which $731 thousand was repaid to related parties. Of the $2,497 thousand settled, $2,050 thousand related to the principal balance, $31 thousand related to accrued interest, and $416 thousand related to the 20% premium on principal and interest. As of June 30, 2026, there was no remaining May 2026 Promissory Note balance payable to related parties. The Company fully repaid the remaining balance of the May 2026 Promissory Notes on July 1, 2026 and no amounts remained outstanding as of the filing date.

Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock (together, the “Preferred Stock”) is classified in temporary equity on the Company’s balance sheet as they include liquidation provisions that are outside of our control. To date, the Company has primarily financed its operations through Preferred Stock issuances. The Company has cumulatively raised $110.6 million in total capital over its life before entering into the Business Combination Agreement, including $52.4 million of simple agreements for future equity (“SAFEs”) which were converted into our Preferred stock. Preferred Stock as of June 30, 2026, December 31, 2025, and December 31, 2024 consisted of the following:

								As of June 30, 2026 and December 31, 2025
		Original Issue Price			Conversion Price			Shares Authorized		Shares Issued and Outstanding		Aggregate Liquidation Preference
Series Seed-1 Preferred Stock		$	1.4075		$	1.3311		355,239		355,239		499,999
Series Seed-2 Preferred Stock			1.6891			1.5072		473,624		473,624		799,998
Series Seed-3 Preferred Stock			1.8828			1.6284		1,115,359		1,115,359		2,099,998
Series Seed Preferred Stock			2.092			1.7592		2,900,986		2,760,116		5,774,163
Series A-1 Preferred Stock			1.2503			1.2503		4,998,800		4,938,815		6,175,000
Series A-2 Preferred Stock			1.0628			1.0628		1,670,111		1,655,998		1,759,995
Series AA-1 Preferred Stock			3.5492			3.5492		1,408,746		1,394,660		4,949,927
Series AA-2 Preferred Stock			3.58419			3.58419		13,950		13,950		49,999
Series AA-3 Preferred Stock			3.37335			3.37335		207,508		207,508		699,997
Series AA Preferred Stock			4.21669			4.21669		6,165,973		6,165,973		25,999,997
Series AAA Preferred Stock			4.3611			4.3611		14,422,863		10,897,211		47,523,827
Series AAA-1 Preferred Stock			3.6414			3.6414		480,583		480,583		1,749,995
Series A Prime Preferred Stock			0.232374			0.232374		51,640,946		51,461,838		11,958,393
Series Seed Prime Preferred Stock			0.0001			0.0001		110,000,000		109,999,998		11,000
Series A Prime Non-Voting Preferred Stock			0.232374			0.232374		51,640,946		—		—
Series Seed Prime Non-Voting Preferred Stock			0.0001			0.0001		110,000,000		—		—
Total								357,495,634		191,920,872		110,052,288

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								As of December 31, 2024
		Original Issue Price			Conversion Price			Shares Authorized		Shares Issued and Outstanding		Aggregate Liquidation Preference
Series Seed-1 Preferred Stock		$	1.4075		$	1.3311		355,239		355,239		499,999
Series Seed-2 Preferred Stock			1.6891			1.5072		473,624		473,624		799,998
Series Seed-3 Preferred Stock			1.8828			1.6284		1,115,359		1,115,359		2,099,998
Series Seed Preferred Stock			2.092			1.7592		2,900,986		2,900,986		6,068,863
Series A-1 Preferred Stock			1.2503			1.2503		4,998,800		4,998,800		6,250,000
Series A-2 Preferred Stock			1.0628			1.0628		1,670,111		1,670,111		1,774,994
Series AA-1 Preferred Stock			3.5492			3.5492		1,408,746		1,408,746		4,999,921
Series AA-2 Preferred Stock			3.58419			3.58419		13,950		13,950		49,999
Series AA-3 Preferred Stock			3.37335			3.37335		207,508		207,508		699,997
Series AA Preferred Stock			4.21669			4.21669		6,165,973		6,165,973		25,999,997
Series AAA Preferred Stock			4.3611			4.3611		14,422,863		10,918,915		47,618,480
Series AAA-1 Preferred Stock			3.6414			3.6414		480,583		480,583		1,749,995
Series A Prime Preferred Stock			0.232374			0.232374		43,034,132		30,026,628		6,977,408
Series Seed Prime Preferred Stock			0.0001			0.0001		110,000,000		—		—
Series A Prime Non-Voting Preferred Stock			0.232374			0.232374		43,034,132		—		—
Series Seed Prime Non-Voting Preferred Stock			0.0001			0.0001		110,000,000		—		—
Total								340,282,006		60,736,422		105,589,649

The Preferred Stock is redeemable for cash upon the occurrence of a Deemed Liquidation Event, which is defined to include a merger or consolidation of the Company with another entity for which the Company is a constituent party and of all or substantially all of the assets of the Company. The redeemable convertible preferred stock is initially recognized at the proceeds received, net of issuance costs and the fair value of any bifurcated derivatives and is only subsequently remeasured to the extent it becomes currently redeemable or probable of becoming redeemable. Any embedded derivatives that meet the criteria for bifurcation and separate accounting are accounted for as a compound derivative recorded at fair value on the date of issuance and on each balance sheet date thereafter, with changes in fair value recorded in the statements of operations.

Upon consummation of the SPAC merger, each share of Elroy Air Preferred Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Securities) will be canceled and converted into the right to receive (I) a number of shares of New Elroy Air Common Stock equal to the greater of (i) the applicable liquidation preference of the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder, divided by the Redemption Price, or (ii) the product of the number of shares of Elroy Air Common Stock into which the shares of Elroy Air Preferred Stock held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by the Common Stock Exchange Ratio and (II) the Per Share Earn-out Consideration upon the occurrence of the Triggering Events.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance. Warrants that meet the criteria for equity classification are recorded at fair value as a component of additional paid-in capital at the time of issuance and are not subsequently remeasured. Warrants that do not meet all the criteria for equity classification are recorded as liabilities at their initial fair value on the date of issuance and remeasured to fair value at each subsequent reporting date, with changes in fair value recognized in the statement of operations.

As of June 30, 2026, December 31, 2025, and December 31, 2024, the fair values of the warrant liabilities were estimated at $31,533 thousand, $10,708 thousand, and $2,728 thousand, respectively. During the six months ending June 30, 2026 and 2025, the Company recognized unrealized losses on the change in fair value of warrant liabilities of $513 thousand

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and $813 thousand, respectively. During the year ending December 31, 2025, the Company recognized unrealized losses on the change in fair value of warrant liabilities of $7,980 thousand. During the year ending December 31, 2024, the Company recognized unrealized gains on the change in fair value of warrant liabilities of $6,309 thousand.

Upon consummation of the SPAC merger, each warrant of Elroy Air exercisable for Elroy Air Preferred Stock, if any, that is outstanding and unexercised immediately prior to the Effective Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full.

Upon consummation of the SPAC merger, each warrant of Elroy Air (other than the Pre-Funded Warrants) exercisable for Elroy Air Common Stock that is outstanding and unexercised immediately prior to the Effective Time shall automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full.

Cash Flows

The following table summarizes our cash flows for the periods indicated:

		Six Months Ended June 30,
(in thousands)		2026				2025
Net cash used in operating activities		$	(5,127	)		$	(3,529	)
Net cash (used in) provided by investing activities			(11	)			90
Net cash provided by financing activities		$	67,984			$	2,438

		Year Ended December 31,
(in thousands)		2025				2024
Net cash used in operating activities		$	(5,959	)		$	(14,594	)
Net cash provided by (used in) investing activities			89				(275	)
Net cash provided by financing activities		$	2,837			$	13,480

Cash Used in Operating Activities

Cash used in operating activities has historically been driven by research and development expenses, employee compensation and related costs, flight testing activities, and general and administrative expenses. The Company has incurred operating losses to date and expects to continue to incur operating cash outflows in the near term as it advances its technology, pursues regulatory approvals, and expands its workforce and operational capabilities. Cash inflows from operating activities primarily consisted of funding under government contracts and customer related receipts, which have only partially offset operating cash outflows.

Net cash used in operating activities increased by $1,598 thousand, or 45%, to $5,127 thousand during the six months ended June 30, 2026, compared to $3,529 thousand during the six months ended June 30, 2025. This increase was primarily attributable to an increase of $2,039 thousand in cash paid for expenses incurred related to the Development and Manufacturing Agreement with Kratos during the six months ended June 30, 2026 that were not incurred during the six months ended June 30, 2025, partially offset by a $139 thousand decrease related to cash payments made on the South San Francisco Lease during the six months ended June 30, 2025 that were not made during the six months ended June 30, 2026, as the Company exited its South San Francisco lease in 2025.

Net cash used in operating activities decreased by $8,635 thousand, or 59%, to $5,959 thousand during the year ended December 31, 2025, compared to $14,594 thousand during the year ended December 31, 2024. This decrease was primarily attributable to a decrease in operating expenses due to a reduction in force that led to lower personnel costs incurred during the year ended December 31, 2025 of $4,909 thousand. Additionally, there was a $1,329 thousand decrease in office expenses, including rent, utilities, and operating expenses primarily due to the Company exiting its South San Francisco location. These decreases were partially offset by a $1,575 thousand increase in deferred revenue during the year ended December 31, 2025.

Cash (Used in) Provided by Investing Activities

Cash used in investing activities has primarily related to capital expenditures for equipment, tooling, prototypes, and test assets necessary to support engineering, testing, and manufacturing readiness. The Company expects investing cash outflows to increase as it progresses toward higher production volumes, expands testing infrastructure, and invests in manufacturing and operational capabilities, either directly or through third party manufacturing partners.

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Net cash used in investing activities was $11 thousand during the six months ended June 30, 2026, compared to net cash provided by investing activities of $90 thousand during the six months ended June 30, 2025, primarily reflecting a $100 thousand decrease in proceeds from sales of property and equipment.

Net cash provided by investing activities was $89 thousand during the year ended December 31, 2025, compared to net cash used in investing activities of $275 thousand during the year ended December 31, 2024, primarily reflecting a $269 thousand decrease in purchases of property and equipment and a $95 thousand increase in proceeds from sales of property and equipment.

Cash Provided by Financing Activities

Cash provided by financing activities has historically consisted primarily of proceeds from equity financings, debt financings, and from the issuance of the Pre-Funded Convertible Notes and Pre-Funded Warrants. Financing cash flows are expected to remain a critical component of the Company’s liquidity profile, particularly as it continues to fund development and scale operations ahead of sustained positive operating cash flows.

Net cash provided by financing activities increased by $65,546 thousand, or 2,689%, to $67,984 thousand during the six months ended June 30, 2026, compared to $2,438 thousand during the six months ended June 30, 2025. This increase was primarily attributable to the $66,425 thousand in proceeds from issuance of Pre-Funded Convertible Notes and Pre-Funded Warrants during the six months ended June 30, 2026, partially offset by the $3,425 thousand in proceeds from the issuance of Series A Prime and Series Seed Prime Preferred Stock during the six months ended June 30, 2025.

Net cash provided by financing activities decreased by $10,643 thousand, or 79%, to $2,837 thousand during the year ended December 31, 2025, compared to $13,480 thousand during the year ended December 31, 2024. This decrease was primarily attributable to a $11,072 thousand decrease in proceeds received from the issuance of redeemable convertible preferred stock and preferred stock warrants, partially offset by a $353 thousand increase in payments on long-term debt.

Operating Leases

We sublease Buildings 3 and 4 at Byron Field Airport, totaling about 13,023 square feet in hangar and office space. This lease is classified as an operating lease. The lease commenced on July 22, 2022, and the term was later amended on February 29, 2024, to expire on July 31, 2027. The monthly base rent for Building 3 ranged from $14 thousand in the earlier portion of the lease term to $15 thousand in the later portion of the lease term. Building 4 is a temporarily subleased premise, and the Company has month-to-month payments which began on November 1, 2023. The monthly base rent for Building 4 is $12 thousand.

The table below presents future minimum lease payments as of June 30, 2026, by fiscal year (in thousands):

Years ending December 31,		Amount
2026 (remainder of the year)		$	162
2027			189
2028			—
2029			—
2030			—
Thereafter			—
Total future minimum lease payments			351

Dividend Policy

The Company has not declared or paid any cash dividends to date and does not anticipate paying dividends in the foreseeable future. The Company intends to retain any future earnings to fund operations, product development, and growth initiatives.

Off-Balance Sheet Arrangements

We do not engage in any off-balance sheet activities or have any arrangements or relationships with unconsolidated entities, such as variable interest, special purpose, and structured finance entities.

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Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. In preparing the financial statements, we make estimates and judgments that affect the reported amounts in the financial statements and related footnote disclosures. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. We re-evaluate our estimates on an on-going basis.

The accounting estimates we use in the preparation of our financial statements will change as new events occur, more experience is acquired, additional information is obtained and our operating environment changes. Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in our reported results of operations and, if material, the effects of changes in estimates are disclosed in the notes to our financial statements. By their nature, these estimates and judgments are subject to an inherent degree of uncertainty and actual results could differ materially from the amounts reported based on these estimates.

Revenue Recognition

We recognize revenue from our contracts in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers” (“ASC 606”). We derive our revenue primarily through engineering and autonomy development programs with U.S. government agencies, including the U.S. Air Force, and the U.S. Army. These contracts are structured to support research and development efforts, prototype demonstrations, system integration activities, and the design, demonstration, and integration of autonomous flight technologies. We also engage in commercial activities with foreign governmental agencies and private sector consumers.

The Company recognizes revenue on its engineering and development contracts with the U.S. government primarily over time, as control of the services is continuously transferred throughout the performance period. This continuous transfer is supported by standard U.S. government contract clauses, including the right to terminate for convenience and the obligation to reimburse the contractor for costs incurred plus reasonable compensation. These provisions, along with the customer’s ability to benefit from the work-in-progress through interim deliverables and technical reports, support over time revenue recognition. For these contracts, the Company generally uses a method that measures the extent of progress towards completion of the performance obligation, principally using the cost-to-cost input method.

Revenue is recognized over time for performance obligations where there is a continuous transfer of control to the customer. We use a cost-to-cost input method to measure progress. This method relies on our ability to reliably estimate the total costs required to complete our long-term contracts as well as the measurement of progress towards completion for each performance obligation. Developing the estimated total cost at completion for each performance obligation requires the use of significant judgment, including assumptions regarding timing, labor hours, allocation of shared costs, the complexity of the work to be performed, the availability and cost of materials, and the performance of subcontractors.

As a significant change in one or more of these estimates could affect the profitability of our contracts, we regularly review and update our contract-related estimates. We recognize changes in the estimated contract revenue or costs and the resulting changes in contract profit on a cumulative basis.

Warrant Liabilities

We account for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and the applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments, whether the warrants meet the definition of a liability, and, if not, whether the warrants meet all of the requirements for equity classification. This assessment requires the use of professional judgment and is conducted at the time of warrant issuance and as of each subsequent reporting period end date while the warrants are outstanding.

Warrants that meet all of the criteria for equity classification are recorded at fair value as a component of additional paid-in capital at the time of issuance and are not subsequently remeasured. Warrants that do not meet all the criteria for equity classification are recorded at fair value on the date of issuance and remeasured at fair value on each balance

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sheet date thereafter as a component of warrant liabilities on our balance sheets. Changes in the estimated fair value of the warrant liabilities are non-cash gain or loss recognized in change in fair value of warrant liabilities in the statements of operations.

The determination of the fair value for liability-classified warrants requires the use of valuation techniques and assumptions, which includes the Company’s equity value, discount for lack of marketability, expected volatility, annual dividend yield, risk-free interest rate, and exit scenario weighting. Changes in these assumptions can materially affect the estimated fair value of the liability-classified warrants.

Fair Value of Common Stock

Since there has been no public market for the Company’s common stock, the fair value of our common stock at the time of each grant of a stock-based award has been determined by the Board of Directors with input from management and valuations prepared by an independent third-party valuation specialist. The third-party valuations are performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants (“AICPA”) Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

The Company estimated the fair value of its common stock using valuation methodologies that include an option-pricing method (“OPM”) and a hybrid method, both of which used calibrations to transaction-implied values from fundraising rounds and were further corroborated with income and market approaches to estimate our equity value. Key inputs to the OPM method include the expected life of the award, expected volatility, expected dividend yield, risk-free interest rate, and a discount for lack of marketability.

The hybrid method is a probability-weighted expected return method (“PWERM”). The PWERM applies a scenario-based valuation framework that incorporates the weighted probability of multiple liquidity scenarios based on the probability of the scenario’s occurrence, while also utilizing the OPM method to estimate the allocation of equity value in one or more of the scenarios. Key inputs to the PWERM method include expected time to exit, risk free rate, expected volatility, expected dividend yield, a discount for lack of marketability, and liquidity event scenario probability.

In addition, the Company considers various objective and subjective factors when determining if there were material changes to the fair value of the common stock between the valuation date and grant date including actual operating performance and financial results, current business conditions and projections, the market performance of comparable publicly traded companies, and the U.S. and global capital market conditions.

Stock Based Compensation

The Company recognizes stock-based compensation expense on awards granted under the Elroy Air, Inc. 2016 Equity Incentive Plan (the “2016 Plan”). These awards include incentive stock options (“ISOs”) granted to employees as well as nonqualified stock options (“NSOs”) or restricted stock awards (“RSAs”) granted to directors, advisors, consultants, employees, and officers of the Company.

Stock-based compensation expense is recorded for awards based on the grant-date estimated fair value of the awards. Options and restricted stock awards may be granted as time-based awards, performance-based awards, or combinations of time-based and performance-based awards. The Company expenses the fair value of its options to employees and non-employees on a straight-line basis over the associated service period for time-based awards, which is generally the vesting period. The performance-based awards begin their period of ratable vesting at the time that the Company determines that the achievement of the performance thresholds is probable. The Company accounts for forfeitures as they occur and does not estimate forfeitures at the time of the grant.

This model requires subjective assumptions, which involve significant judgment. Our key assumptions are:

•        Fair Value of Common Stock:    As our stock is not publicly traded, the fair value is determined by our Board of Directors, considering factors such as contemporaneous third-party valuations, company performance, and industry outlook.

•        Expected Volatility:    Derived from the historical volatility of comparable public companies, as our shares have no trading history.

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•        Expected Term:    Determined based on the average of the vesting term and the contractual lives of all options awarded.

•        Risk-Free Interest Rate:    Based on the U.S. Treasury yield curve.

•        Expected Dividend:    Assumed to be zero, as we have no plans to pay dividends.

Because these assumptions are subjective, particularly the fair value of our common stock, our stock-based compensation expense could be materially different if we used different assumptions.

Recent Accounting Pronouncements

See Note 2, Summary of Significant Accounting Policies of the notes to our financial statements in the section titled “Recently Issued Accounting Pronouncements” included elsewhere in this proxy statement/prospectus for a discussion about new accounting pronouncements adopted and not yet adopted as of the date of this report.

Emerging Growth Company Status

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. Elroy Air elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, Elroy Air, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard, until such time Elroy Air is no longer considered to be an emerging growth company.

In addition, Elroy Air intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, Elroy Air intends to rely on such exemptions, Elroy Air is not required to, among other things: (a) provide an auditor’s attestation report on Elroy Air’s system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

Elroy Air will remain an emerging growth company under the JOBS Act until the earliest of (a) the last day of Elroy Air first fiscal year following the fifth anniversary of the offering, (b) the last date of Elroy Air’s fiscal year in which Elroy Air has total annual gross revenue of at least $1.235 billion, (c) the date on which Elroy Air is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which Elroy Air has issued more than $1.0 billion in non-convertible debt securities during the previous three years.

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EXECUTIVE AND DIRECTOR COMPENSATION OF ELROY AIR

In this section, “we,” “us” and “our” generally refer to Elroy Air in the present tense or Elroy Air from and after the Business Combination.

This section discusses the material components of the executive compensation program for our executive officers who are named in the “2025 Summary Compensation Table” below. In 2025, our “named executive officers” and their positions were as follows:

•        Andrew Clare, Chief Executive Officer;

•        David Merrill, Founder and Executive Chairman; and

•        Bernard Michini, Chief Technology Officer.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the Business Combination may differ materially from the currently planned programs summarized in this discussion.

2025 Compensation Summary

The elements of compensation earned by or awarded to our named executive officers for the year ended December 31, 2025 are set forth below.

Base Salary.    Base salary provides a fixed level of cash compensation reflecting each executive’s role, responsibilities and experience. Dr. Clare’s offer letter provides for an initial annual base salary of $300,000 and Dr. Merrill’s employment agreement continues his annual base salary of $250,000. Dr. Michini’s 2025 base salary was $247,500. Base salaries for Messrs. Clare and Merrill were subject to increase upon a Qualified Financing, which did not occur in 2025. The “Salary” column of the 2025 Summary Compensation Table above shows the actual base salaries earned by each named executive officer in 2025.

Bonus.    Bonuses reflect discretionary or contractual cash payments that are not tied to pre-established performance targets. Dr. Clare received a $100,000 sign-on bonus under his offer letter, earned upon his continued employment through December 9, 2025. Dr. Merrill received a $54,000 Series A Prime Completion/Retention Payment in 2025, earned upon continued employment through a retention date of March 14, 2025. No bonus was paid to Dr. Michini for 2025.

Equity Awards.    We currently maintain the Elroy Air, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) in order to provide our service providers the opportunity to acquire a proprietary interest in our success. Historically we offered awards of stock options to purchase shares of our common stock to eligible service providers, including our named executive officers, pursuant to the 2016 Plan. Subject to certain exceptions, options typically vest and become exercisable based on continued service through each vesting date. For additional information about the 2016 Plan, please see the section titled “— 2016 Equity Incentive Plan” below. As mentioned below, in connection with the completion of the Business Combination and the adoption of the 2026 Plan, no further awards will be granted under the 2016 Plan.

Stock options granted under the 2016 Plan align executives’ interests with those of stockholders and encourage retention through multi-year vesting. On January 27, 2025, our board of directors approved option grants with an exercise price of $0.03 per share, including an option to purchase 17,752,226 shares to Dr. Clare, an option to purchase 3,762,941 shares to Dr. Merrill and an option to purchase 6,432,999 shares to Dr. Michini.

Non-Equity Incentive Plan Compensation.    Dr. Clare and Dr. Merrill are eligible for milestone-based payments upon a Qualified Financing of greater than $25,000,000 and, for Dr. Clare, upon delivery of two aircraft to customers. Neither milestone was achieved in 2025, and no amounts were earned.

All Other Compensation.    This element consists of Company-funded 401(k) plan contributions ($9,000 for Dr. Clare, $7,500 for Dr. Merrill and $7,425 for Dr. Michini), Company-paid life and AD&D insurance premiums ($225, $203 and $65, respectively) and, for Dr. Clare, reimbursement of up to $5,000 in legal fees incurred in negotiating his offer letter.

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2025 Summary Compensation Table

The following table sets forth information concerning the compensation of our named executive officers for the year ended December 31, 2025.

Name and Principal Position		Year		Salary ($)		Bonus ($)				Option Awards ($)(1)		All Other Compensation ($)			Total ($)
Andrew Clare		2025		300,000		$	100,000	​(2)		1,952,745		14,225	​(3)		2,366,970
Chief Executive Officer
David Merrill		2025		250,000			54,000	​(4)		413,924		7,703	​(5)		725,627
Founder and Executive Chairman
Bernard Michini		2025		247,500			—			707,630		7,490	​(6)		962,620
Chief Technology Officer

____________

(1)      The amounts disclosed represent the aggregate grant date fair value of the stock options granted to our named executive officers during 2025 under the 2016 Plan, computed in accordance with FASB ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options are set forth in Note 12 to our audited financial statements included elsewhere in this prospectus. This amount does not reflect the actual economic value that may be realized by the named executive officer.

(2)      This amount represents a sign-on bonus paid to Dr. Clare in January 2025, in connection with his commencement of employment with Elroy Air.

(3)      The amount disclosed represents (i) $9,000 in Company-funded 401(k) plan contributions, (ii) $225 in Company-paid life and AD&D insurance premiums and (iii) the reimbursement of $5,000 in legal fees paid in connection with the negotiation of Dr. Clare’s employment offer letter.

(4)      This amount represents the $50,000 Series A Prime Completion/Retention Payment paid to Dr. Merrill in 2025 pursuant to his employment agreement. The payment was payable following the first closing of our Series A Prime financing and earned upon Dr. Merrill’s continued employment through the six-month anniversary of that closing. In addition, Dr. Merrill received a $4,000 discretionary bonus paid in August 2025.

(5)      The amount disclosed represents (i) $7,500 in Company-funded 401(k) plan contributions and (ii) $203 in Company-paid life and AD&D insurance premiums. Dr. Merrill did not receive perquisites or other personal benefits with an aggregate value of $10,000 or more in 2025.

(6)      The amount disclosed represents (i) $7,425 in Company-funded 401(k) plan contributions and (ii) $65 in Company-paid life and AD&D insurance premiums. Dr. Michini did not receive perquisites or other personal benefits with an aggregate value of $10,000 or more in 2025.

Outstanding Equity Awards as of December 31, 2025

The following table presents the outstanding equity incentive plan awards held by each named executive officer and which are exercisable and unexercisable in each case as of December 31, 2025.

						Option Awards(1)
Name		Grant Date		Vesting Commencement Date		Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)		Option Exercise Price Per Share ($)(2)			Option Expiration Date
Andrew Clare		01/27/2025(3)		12/09/2024		4,438,056		13,314,170		$	0.03		01/26/2035
David Merrill		01/27/2025(4)		12/09/2024		3,762,941		—		$	0.03		01/26/2035
		12/09/2021(5)		12/01/2021		787,786		—		$	1.23		12/08/2031
Bernard Michini		01/27/2025(6)		11/01/2024		2,679,858		3,753,141		$	0.03		01/26/2035
		06/19/2024(7)		08/01/2024		3,402		—		$	1.42		06/18/2034
		03/22/2024(8)		12/01/2025		—		33,995		$	1.42		03/21/2034
		12/09/2021(9)		12/01/2021		403,500		0		$	1.23		12/08/2031
		02/15/2019(10)		10/08/2018		208,770		0		$	0.40		02/14/2029

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(1)      All of the stock options were granted under the 2016 Plan.

(2)      Stock options were generally granted with an exercise price as determined by the Company’s Board of Directors on the date of grant.

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(3)      1/4th of the shares subject to the option vested on December 9, 2025, the one-year anniversary of the vesting commencement date, and the balance of the shares will vest in 36 equal monthly installments thereafter through December 9, 2028, subject to continuous service as of each such vesting date. Upon a termination without cause or resignation for good reason, the vesting of the option will accelerate as to the shares that would have vested over the following twelve months, and 100% of the unvested shares will vest if such termination occurs within the period beginning ninety days prior to and ending twelve months following a change in control, in each case subject to execution of a release.

(4)      The shares subject to the option vested in 12 equal monthly installments measured from December 9, 2024, the vesting commencement date, and the option was fully vested as of December 9, 2025.

(5)      262,596 of the shares subject to the option vested immediately on December 1, 2021, the option’s vesting commencement date. 262,595 of the shares subject to the option vested upon the date on which the Board determined the successful completion of the first hover flight of the C1-1 aircraft has been achieved, which was determined to have occurred on November 27, 2023. 262,595 of the shares subject to the option vested upon the date the Board determined the successful completion of the first transition flight of the C1-1 aircraft has been achieved, which was determined to have occurred on July 21, 2025. All vesting was subject to Dr. Merrill’s continuous service through and including the applicable vesting date.

(6)      1/5th of the shares subject to the option vested on November 1, 2025, the one-year anniversary of the vesting commencement date. An additional 1/5th of the shares vested on November 2, 2025, and the balance of the shares vests in a series of 36 successive equal monthly installments measured from the first anniversary of the vesting commencement date, subject to continuous service as of each such vesting date.

(7)      The shares subject to the option were granted on June 19, 2024, 50% vested on August 1, 2024 and 50% vested monthly over the following six months.

(8)      The shares subject to the option were granted on March 22, 2024 and commenced vesting on December 1, 2025 and will be fully vested on December 1, 2026.

(9)      The shares subject to the option were fully vested as of December 1, 2025.

(10)    The shares subject to the option were fully vested as of October 8, 2022.

Employment Agreements

Below are descriptions of our employment agreements or offer letters with each of our named executive officers, setting forth the terms and conditions of such executive’s employment with us. The employment agreements or offer letters generally provide for at-will employment. Each of our named executive officers has executed our standard employee confidential information and invention assignment agreement.

For a discussion of the severance pay and other benefits to be provided in connection with a termination of employment and/or a change in control under the arrangements with our named executive officers please see “— Potential Payments Upon Termination or Change in Control” below.

Andrew Clare

In November, 2024, we entered into an employment offer letter agreement with Andrew Clare, our Chief Executive Officer. The employment agreement provided for his initial annual salary, which was subsequently increased, and which is currently set at $400,000 per year pursuant to the most recent increase to his base salary that became effective July 1, 2026. Dr. Clare is eligible to receive an annual discretionary cash bonus based on performance objectives. Pursuant to his employment offer letter agreement, Dr. Clare received a sign-on bonus of $100,000, paid in January, 2025, which was subject to claw back upon certain terminations of his employment within one year following his employment start date, and received a sign-on option grant to purchase shares of Elroy Air common stock equivalent to 7.5% of the fully diluted capitalization of Elroy Air as of his employment start date, which is subject to time-based vesting, with 25% of the shares vesting on the one-year anniversary of his employment start date and the remaining shares vesting in equal monthly installments over the following 36 month period, in each case subject to Dr. Clare’s continued employment through each vesting date. Pursuant to his employment offer letter agreement, Dr. Clare is also eligible for the following additional payments and benefits:

•        if Elroy Air closes a successful private fundraising with gross proceeds of greater than $25,000,000 while Dr. Clare remains our Chief Executive Officer, he will receive a $100,000 bonus, his base salary rate then in effect will increase by $100,000 and he will be granted an option to purchase a number of shares of Elroy Air common stock equal to 2.5% of Elroy Air’s fully diluted outstanding common stock that will be eligible to vest monthly over the following four years subject to Dr. Clare’s continued employment through each vesting date; and

•        if Elroy Air successfully transitions from research and development to production and delivers two aircraft to customers while Dr. Clare remains our Chief Executive Officer, he will receive a $200,000 bonus and his base salary rate then in effect will be increased by $200,000.

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Dr. Clare is also entitled to certain severance benefits, the terms of which are described below under “— Potential Payments Upon Termination or Change in Control.”

David Merrill

In February, 2025, we entered into an employment agreement with Dr. Merrill to serve as our Executive Chairman. The employment terms agreement provided for his initial annual salary, which was subsequently increased, and which is currently set at $350,000 per year pursuant to the most recent increase to his base salary that became effective July 1, 2026. Dr. Merrill is eligible to receive an annual discretionary cash bonus based on performance objectives. Pursuant to his employment agreement, Dr. Merrill received an option grant to purchase 3,763,104 shares of Elroy Air common stock, which was subject to time-based vesting, with 1/12th of the shares vesting each month over the one-year period following December 9, 2024, in each case subject to Dr. Merrill’s continued employment through each vesting date. Pursuant to his employment agreement, Dr. Merrill is also eligible for the following additional payments and benefits:

•        Dr. Merrill received a $50,000 payment in connection with Elroy Air’s first Series A Prime financing;

•        if Elroy Air closes a successful private fundraising with gross proceeds of greater than $25,000,000 while Dr. Merrill remains our Executive Chairman, he will receive a $100,000 bonus, his base salary rate then in effect will increase by $100,000 and he will be granted an option to purchase a number of shares of Elroy Air common stock equal to 1.0% of Elroy Air’s fully diluted outstanding common stock; and

•        if Elroy Air successfully transitions from research and development to production and delivers two aircraft to customers while Dr. Merrill is employed as our Executive Chairman, he will be granted a fully vested option to purchase 1% of our fully diluted outstanding common stock (measured as of the date of vehicle delivery).

Dr. Merrill is also entitled to certain severance benefits, the terms of which are described below under “— Potential Payments Upon Termination or Change in Control.”

Bernard Michini

In October, 2018, we entered into an employment offer letter agreement with Bernard Michini, our Chief Technology Officer. The employment agreement provided for his initial annual salary, which was subsequently increased, and which is currently set at $300,000 per year pursuant to the most recent increase to his base salary that became effective July 16, 2026. Dr. Michini is eligible to receive an annual discretionary cash bonus based on performance objectives. Pursuant to his employment offer letter agreement, Dr. Michini received a sign-on option grant to purchase 208,770 shares of Elroy Air common stock, which was subject to time-based vesting, with 25% of the shares vesting on the one-year anniversary of his employment start date and the remaining shares vesting in equal monthly installments over the following 36 month period, in each case subject to Dr. Michini’s continued employment through each vesting date.

Potential Payments Upon Termination or Change in Control

Dr. Clare’s employment offer letter agreement provides that in the event of Dr. Clare’s termination of employment by Elroy Air without “cause” or by him for “good reason,” Dr. Clare will receive the following severance benefits, subject to the execution and non-revocation of a resignation and release agreement: (i) six months’ base salary, paid in a lump sum within sixty days following his employment termination, (ii) twelve months’ COBRA premiums paid by the Company, and (iii) accelerated vesting of his sign-on option grant as to the number of shares that would have vested if he had remained employed for an additional twelve months following his employment termination date. In addition, if such termination by Elroy Air without “cause” or by Dr. Clare for “good reason” occurs within the period beginning ninety days prior to and ending on the twelve-month anniversary of a “change in control,” any shares subject to his sign-on option grant that remain unvested will become fully vested. Dr. Clare’s employment offer letter agreement includes a modified 280G “cutback” provision.

Dr. Merrill’s employment agreement provides that in the event of a termination by Elroy Air without “cause” or by the executive for “good reason,” subject to the execution and non-revocation of a resignation and release agreement: Dr. Merrill will receive six months’ base salary, paid in a lump sum within sixty days following his employment termination. In addition, if Dr. Merrill’s employment is terminated by Elroy Air without “cause”, the vesting of any unvested and outstanding shares subject to the option referenced above will be fully accelerated. Dr. Merrill’s employment offer letter agreement includes a modified 280G “cutback” provision.

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For purposes of the severance benefits described above, the following terms are generally defined as follows:

•        “cause” means, (i) willful and continued failure to substantially perform the executive’s duties under the employment agreement (other than such failure resulting from the executive’s incapacity due to physical or mental illness), following notice by the board of directors of Elroy Air or anyone authorized on behalf of the board to deliver the details of such failure, if such condition or event is not cured within thirty (30) days of such notice (or such longer cure period as may be provided by the board in such notice); (ii) engagement in acts of fraud or embezzlement, as determined by the board of directors of Elroy Air in good faith; (iii) a breach of fiduciary duties owed to Elroy Air or any of its subsidiaries; (iv) engagement in willful misconduct or gross negligence that results in or is reasonably expected to result in material harm to Elroy Air or any of its subsidiaries; (v) the executive’s commission or conviction or plea of guilty or nolo contendere, to a charge that constitutes a felony (or local equivalent thereof) or a crime involving moral turpitude; (vi) material breach of any Elroy Air or subsidiary policy; (vii) breach of the executive’s employee confidential information and invention assignment agreement or intentional and unauthorized disclosure or use of confidential information or trade secrets of Elroy Air; or (viii) the executive’s gross misconduct, provided that, with respect to clauses (iv) and (vi) above, if the relevant breach is reasonably susceptible to cure, as determined by the board of directors of Elroy Air in its discretion, then the executive will have thirty (30) days following written notice by the board of such breach to cure such breach, prior to such breach being deemed “cause.”

•        “good reason” means the occurrence of any of the following events without the executive’s consent: (i) a material reduction in the executive’s base salary by at least 25% (unless pursuant to a salary reduction program applicable generally to the Elroy Air’s similarly situated employees); (ii) a material reduction in the executive’s duties, responsibilities or authority (other than temporarily while the executive is physically or mentally incapacitated or as required by applicable law); provided, however, that a reduction in the executive’s responsibilities, authority or duties solely by virtue of Elroy Air undergoing change in control and being made part of a larger entity or group of entities, such that the executive retains substantially similar or greater responsibilities with respect to the entity, division or business unit that constitutes the Elroy Air’s business following the change in control but the executive is not given the same responsibilities, authority or duties, will not constitute good reason; or (iii) the relocation of the executive’s principal place of employment, without the executive’s consent, in a manner that lengthens the executive’s one-way commute distance by fifty (50) or more miles from the executive’s then-current principal place of employment immediately prior to such relocation, provided that, in order to resign for good reason the executive must: (i) give Elroy Air written notice of the executive’s intent to terminate for good reason within thirty (30) days following the first occurrence of the condition(s) that the executive believes constitute(s) good reason, which notice shall describe such condition(s); (ii) allow Elroy Air at least 30 days from receipt of such written notice to cure such event (the “Cure Period”); and (iii) if such event is not reasonably cured within the Cure Period, the executive must resign from all positions the executive then holds with Elroy Air not later than 30 days after the expiration of the Cure Period.

Other Elements of Compensation

Retirement Plans

We currently maintain a 401(k) retirement savings plan for our employees, including our named executive officers, who satisfy certain eligibility requirements. Our named executive officers are eligible to participate in the 401(k) plan on the same terms as other full-time employees. The Internal Revenue Code allows eligible employees to defer a portion of their compensation, within prescribed limits, on a pre-tax basis through contributions to the 401(k) plan. Currently, we match contributions made by participants in the 401(k) plan up to 1% of each employee’s eligible compensation, and these matching contributions are fully vested as of the date on which the contribution is made. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan, and making matching contributions, adds to the overall desirability of our executive compensation package and further incentivizes our employees, including our named executive officers, in accordance with our compensation policies.

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Health and Welfare Benefits

In 2025, the named executive officers also participated in standard health and welfare plans maintained by Elroy Air including medical, dental and vision benefits; short-term and long-term disability insurance; life insurance; and an employee assistance plan.

Nonqualified Deferred Compensation and Pension Benefits

Our named executive officers did not participate in, or earn any benefits under, any nonqualified deferred compensation plan or any pension or defined benefit retirement plan sponsored by us during the year ended December 31, 2025. Our board of directors may elect to provide our officers and other employees with such benefits in the future if it determines that doing so is in our best interests.

No Tax Gross-Ups

We do not make gross-up payments to cover our named executive officers’ personal income taxes that may pertain to any of the compensation or perquisites paid or provided by Elroy Air.

Non-Employee Director Compensation

In 2025, Elroy Air did not pay any cash retainers or fees or grant any equity incentive plan awards to our non-employee directors for their service on the board of directors of Elroy Air.

In July, 2023, we entered into a board service agreement with Dr. Mark Esper. Pursuant to his board service agreement, Dr. Esper received an option grant to purchase 318,585 shares of Elroy Air common stock, which was subject to monthly vesting over a three-year period following Dr. Esper’s appointment to the board, subject to Dr. Esper’s continued service on the board through each vesting date and further subject to accelerated vesting upon the occurrence of a change in control of Elroy Air.

As of December 31, 2025, none of our non-employee directors other than Dr. Esper held any outstanding Elroy Air equity incentive plan awards.

In connection with the Business Combination, we intend to approve and implement a compensation program for our non-employee directors that consists of annual cash retainer fees and long-term equity awards. The details of this program have not yet been determined, but compensation under the program will be subject to the annual limits on non-employee director compensation set forth in the Elroy Air Incentive Plan.

Equity Incentive Plans

On November 12, 2016, the Board of Directors adopted the 2016 Equity Incentive Plan, which provides for the Company to grant incentive stock options, non-statutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other stock awards to employees, directors, advisors, consultants, and officers. As of June 30, 2026 and December 31, 2025, the total number of shares of common stock that may be issued under the 2016 Equity Incentive Plan was 53,920,607 of which 602,755 and 971,921 remained available for future grants, respectively. The material terms of the 2016 Plan are summarized below.

Termination

Following the effectiveness of the 2026 Plan, the 2016 Plan will terminate and we will not make any further awards under the 2016 Plan. However, any outstanding awards granted under the 2016 Plan will remain outstanding, subject to the terms of the 2016 Plan and applicable award agreements. Subject to certain limitations, shares of our common stock subject to awards granted under the 2016 Plan that expire unexercised or are cancelled, terminated, or forfeited in any manner without issuance of shares thereunder, as well as shares used to pay the exercise price of an award or to satisfy the tax withholding obligations to an award, in each case following the effective date of the New Elroy Air Incentive Plan will become available for issuance under the New Elroy Air Incentive Plan.

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Eligibility

Our employees, consultants, and non-employee directors are eligible to be granted awards of NSOs, stock appreciation rights, restricted stock, restricted stock units, and other stock awards under the 2016 Plan, subject to the limitations described therein. Only our employees are eligible to be granted awards of ISOs under the 2016 Plan.

Administration

Subject to the provisions of the 2016 Plan, the plan administrator shall have the authority to take all actions and make all determinations contemplated by the 2016 Plan and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the 2016 Plan as it shall deem advisable. The administrator has the power to, among other things, determine the persons to whom the awards shall be granted and the number of shares of stock subject to each award, determine the type of award granted, determine the fair market value of shares of stock, determine the terms, conditions and restrictions applicable to each award, modify from time to time any award or waive any restrictions or conditions applicable to any award, reprice or adjust the exercise price of any option, or grant in substitution for any option, a new award covering the same or a different number of shares of stock, accelerate the exercisability or vesting of any award, prescribe, amend or rescind any policies relating to the plan, and correct any defect or reconcile any inconsistency in the plan or any award agreement.

Limitations on Awards and Shares Available

The shares of our common stock issued under the 2016 Plan may consist in whole or in part of authorized but unissued shares or reacquired shares, including purchased on the open market. In the event that an outstanding award expires or is cancelled for any reason, or if shares subject to an award are withheld to satisfy exercise or purchase price or tax withholding obligations, then the shares allocable to the unexercised or otherwise canceled portion of such award, or the shares withheld to satisfy the exercise or purchase price or tax withholding obligation, are currently added back to the common stock available for issuance under the 2016 Plan.

Awards

The 2016 Plan provides for the grant of ISOs, NSOs, stock appreciation rights, restricted stock, restricted stock units, and other stock awards. All outstanding awards under the 2016 Plan are set forth in award agreements, which detail the terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. A brief description of each award type follows:

•        Stock Options.    Stock options provide for the purchase of shares of our common stock in the future at an exercise price set on the grant date. ISOs, in contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. The exercise price of a stock option may not be less than 100% of the fair market value of the underlying share on the grant date (or 110% in the case of ISOs granted to certain significant stockholders), except with respect to certain substitute awards granted in connection with a corporate transaction. The term of a stock option may not be longer than ten years (or five years in the case of ISOs granted to certain significant stockholders). Conditions applicable to stock options may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine.

•        Stock Appreciation Rights.    Stock appreciation rights allow the recipient to receive the appreciation in the fair market value of Elroy Air common stock between the exercise date and the date of grant. Stock appreciation rights may be granted in tandem with all or any portion of a related option or may be granted independently of any option. The exercise price of a stock appreciation right may not be less than 100% of the fair market value of the underlying share on the grant date, except with respect to certain substitute awards granted in connection with a corporate transaction. Conditions applicable to stock options may be based on continuing service, the attainment of performance goals and/or such other conditions as the plan administrator may determine.

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•        Restricted Stock and RSUs.    Restricted stock is an award of nontransferable shares of common stock that are subject to certain vesting conditions and other restrictions. RSUs are contractual promises to deliver shares of common stock in the future, which may also remain forfeitable unless and until specified conditions are met and may be accompanied by the right to receive the equivalent value of dividends paid on shares of common stock prior to the delivery of the underlying shares (i.e., dividend equivalent rights). The plan administrator may provide that the delivery of the shares underlying RSUs will be deferred on a mandatory basis or at the election of the participant.

•        Other Stock Awards.    Other stock awards are awards valued in whole or in part by reference to, or otherwise based on, shares of our common stock. Other stock awards may be granted to participants either alone or in addition to other awards, as standalone payments and as payment in lieu of compensation to which a participant is otherwise entitled.

Adjustments in Capital Structure.

The 2016 Plan also provides that the board will make appropriate and proportionate adjustments to the number of shares subject to outstanding awards in the event of changes in our capitalization without the receipt of consideration by us through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or similar equity restructuring transaction.

Certain Transactions

In the event of certain corporate transactions (including without limitation any “change in control”), the plan administrator has the discretion to provide (i) for the surviving or acquiring corporation to assume or continue awards, or to substitute similar awards for the awards, (ii) for the assignment of any reacquisition or repurchase rights held by us in respect of common stock issued pursuant to the award to the surviving or acquiring corporation, (iii) for the acceleration of vesting, in whole or part, to a date prior to the effective time of the transaction with such award terminated if not exercised at or prior to the effective time of the transaction, (iv) for the lapse, in whole or in part, of any reacquisition or prepurchase rights held by us with respect to any award, (v) for the cancellation of any award to the extent not vested or not exercised prior to the effective time of the transaction in exchange for such cash consideration (including no consideration) as the administrator may consider appropriate, and (vi) for a payment in a form determined by the administrator equal to the excess, if any, of the value of the property the participant would have received upon the exercise of the award immediately prior to the effective time of the transaction, over any exercise price applicable to the award.

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MANAGEMENT OF THE COMPANY FOLLOWING THE BUSINESS COMBINATION

The Business Combination Agreement provides that the New Elroy Air Board will initially be composed of seven directors, of whom the following have been identified: Andrew Clare, David Merrill, Dean Donovan, [•], [•], [•], and [•].

Each director will hold office until his or her term expires at the next annual meeting of stockholders for such director’s class (if applicable) or until his or her death, resignation, removal or the earlier termination of his or her term of office.

The following sets forth certain information, as of the Record Date, concerning the persons who are expected to serve as directors, officers and significant employees following the completion of the Business Combination and assuming the election of the director nominees at the extraordinary general meeting as set forth in “Proposal No. 6 — The Director Election Proposal”.

Name		Age		Position
Andrew Clare		[•]		Chief Executive Officer, Director Nominee
David Merrill		[•]		Director Nominee
Dean Donovan		[•]		Director Nominee
[•]		[•]		Director Nominee
[•]		[•]		Director Nominee
[•]		[•]		Director Nominee
[•]		[•]		Director Nominee

The officers of New Elroy Air and the New Elroy Air Board following the Business Combination are well qualified as leaders. In their prior positions they have gained experience in core management skills, such as strategic and financial planning, financial reporting, compliance, risk management, and leadership development. Several of New Elroy Air’s officers and directors following the Business Combination also have experience serving on boards of directors and board committees of other public companies and private companies, and have an understanding of corporate governance practices and trends, which provides an understanding of different business processes, challenges, and strategies. Further, certain officers and directors have other experience that makes them valuable, such as prior experience in mergers and acquisitions, in financial services, managing and investing in assets.

Inflection Point believes that the above-mentioned attributes, along with the leadership skills and other experiences of the officers and board members described below, will provide New Elroy Air with a diverse range of perspectives and judgment necessary to facilitate the goals of New Elroy Air and be good stewards of capital.

Officers, Directors and Key Employees

For more information about the compensation of the members of the Inflection Point Board and the officers of Inflection Point prior to the Closing, see the section entitled “Directors, Officers, Executive Compensation and Corporate Governance of Inflection Point prior to the Business Combination”. For more information about the anticipated members of the New Elroy Air Board and the officers of New Elroy Air following the Closing, see the section entitled “The Director Election Proposal — Information about Officers, Directors and Nominees”.

Andrew Clare.    At Closing, Mr. Clare will serve as Chief Executive Officer and a member of the board of directors. Mr. Clare has served as Chief Executive Officer of Elroy Air since December 2024. Mr. Clare has held multiple leadership roles in aviation, automotive, and robotics throughout his nearly 20-year career. Prior to joining Elroy Air, Mr. Clare served as a Strategic Advisor at Nuro, a leading autonomous driving technology company, from December 2024 to December 2025, and as Chief Technology Officer of Nuro from June 2022 to December 2024. Previously, Mr. Clare served as Head of Systems and Safety of Nuro from September 2021 to July 2022 and as Head of Robots from November 2019 to July 2022. At Nuro, Mr. Clare led the teams responsible for software, design, sourcing, manufacturing, and validation of Nuro’s self-driving, zero-occupant, on-road goods transportation vehicles. Under his leadership, Nuro successfully deployed three generations of AI-driven autonomous vehicles onto public roads, and Nuro received the first federal exemption for a self-driving vehicle to operate on public roads. Prior to Nuro, Mr. Clare led Tesla’s Model X vehicle program through scaling production, achieving record gross margin targets, entering new countries, and improving the customer experience. Earlier in his career, Mr. Clare served as an Engagement Manager at McKinsey & Company, where he served clients primarily in advanced industries, including aerospace, automotive, semiconductor, technology, and heavy manufacturing, with a functional focus in product development, operations, and strategy. Mr. Clare also served as a member of the board of directors of Noya, a climate technology company focused

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on direct air capture technology, from October 2023 to July 2025. Mr. Clare earned his Ph.D. and M.S. in Aeronautics and Astronautics, as well as his B.S. in Aerospace Engineering, from the Massachusetts Institute of Technology, where he was a National Defense Science and Engineering Graduate Fellow. We believe Mr. Clare is well-qualified to serve as a director, given his extensive leadership experience in the aviation, automotive, and robotics industries, as well as his deep technical expertise in autonomous systems and unmanned aerial systems.

David Merrill.    At Closing, Mr. Merrill will serve as Executive Chairman of the board of directors. Mr. Merrill is the founder of Elroy Air, where he served as Chief Executive Officer from November 2016 to December 2024 and has served as Founder and Executive Chairman since December 2024. During a portion of the past five years, Mr. Merrill also served as a venture partner at Lemnos, an early-stage venture firm. Mr. Merrill holds a Bachelor of Arts degree in Symbolic Systems and a Master of Science degree in Computer Science from Stanford University, as well as a Master of Science degree and a Ph.D. in Media Arts and Sciences from the Massachusetts Institute of Technology. We believe Mr. Merrill is well-qualified to serve as a director, given his deep familiarity with Elroy Air’s business as its founder, his expertise in drone development and production, hardware-software product development, and research and development, as well as his experience founding and leading technology companies.

Dean Donovan.    At Closing, Mr. Donovan will serve as a member of the board of directors. Mr. Donovan has served as a member of the board of directors of Elroy Air since 2025. Mr. Donovan currently leads DiamondStream Partners, an investment firm that specializes in aviation and aerospace technology, where he assists companies focused on mid-mile freight, electric and hybrid electric propulsion, aircraft maintenance, revenue management, fleet management, unmanned aircraft, and the energy transition. Mr. Donovan has served on the board of directors of Volaris, a publicly traded air carrier, since 2010, where he serves on the Operations Working Group and the IT Working Group. Mr. Donovan co-founded Volaris in 2005. Mr. Donovan has also served on the boards of directors of JetZero, a commercial aircraft company, since 2024, Ampaire, a hybrid-electric propulsion systems company, since 2025, Wingtra, a survey drone company, since 2023, and Volantio, an airline revenue management systems company, since 2022. Mr. Donovan has served on the board of directors of Prophet Brand Strategy, a marketing consultancy, since 2009, where he sits on the compensation committee and chaired the capital committee. He previously served as Chairman of the board of directors and on the compensation committee of Stellar Labs. Earlier in his career, Mr. Donovan served on the board of the Metropolitan Bank from 2008 to 2015, where he chaired the compensation committee. Mr. Donovan worked with Bain & Company from 1989 to 2003, including as Managing Director of Bain Africa from 1999 to 2002, and at various times led Bain’s aviation practice and auto practice. Mr. Donovan also co-founded Casino Marketing Alliance, a provider of analytics services to the casino industry, and served as Chief Operating Officer of Nimblefish Technologies, a specialized micromarketing agency, and as Chief Executive Officer of SearchForce, a paid search workflow and optimization platform. Mr. Donovan holds a Bachelor of Arts degree in Rhetoric and Economics from the University of California, Berkeley, where he graduated Phi Beta Kappa and summa cum laude, and a Master of Business Administration degree from the Wharton School of the University of Pennsylvania. We believe Mr. Donovan is well-qualified to serve as a director, given his extensive experience in the aviation and aerospace industry, his significant board and governance experience across public and private companies, and his background in management consulting and investment.

[•]

[•]

[•]

[•]

Corporate Governance

Composition of the New Elroy Air Board

Our business and affairs will be managed under the direction of the New Elroy Air Board. The New Elroy Air Board will be chaired by [•], and includes [•], [•], [•], [•], [•], and [•] as members. The New Elroy Air Board is expected to determine that [•], [•], [•], [•], [•], and [•] qualify as independent. Subject to the terms of the Business Combination Agreement, our charter and our bylaws, the number of directors will be fixed by the New Elroy Air Board.

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When considering whether directors and director nominees have the experience, qualifications, attributes and skills, taken as a whole, to enable the New Elroy Air Board to satisfy its oversight responsibilities effectively in light of its business and structure, the New Elroy Air Board expects to focus primarily on each person’s background and experience as reflected in the information discussed in each of the directors’ individual biographies set forth above in order to provide an appropriate mix of experience and skills relevant to the size and nature of its business.

In connection with the Business Combination, Inflection Point was granted the right to designate two directors for election to the New Elroy Air Board, one of which must meet the applicable independence requirements under Nasdaq and SEC rules.

Director Independence

Under our Corporate Governance Guidelines and the Nasdaq rules, a director is not independent unless the Board of Directors affirmatively determines that s/he does not have a direct or indirect material relationship with New Elroy Air or any of its subsidiaries. In addition, the director must not be precluded from qualifying as independent under the per se bars set forth by the Nasdaq rules.

The New Elroy Air Board will undertake a review of its composition, the composition of its committees and the independence of its directors and consider whether any director has a material relationship with New Elroy Air that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the New Elroy Air Board is expected to determine that [•], [•], [•], [•], and [•] of New Elroy Air’s directors, do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors qualifies as “independent” as that term is defined under the Nasdaq rules. In making these determinations, the New Elroy Air Board will consider the relationships that each non-employee director has with New Elroy Air and all other facts and circumstances the New Elroy Air Board deemed relevant in determining their independence, including the director’s beneficial ownership of New Elroy Air’s common stock.

Committees of the New Elroy Air Board

The New Elroy Air Board will direct the management of its business and affairs, as provided by Delaware law, and will conduct its business through meetings of the New Elroy Air Board and standing committees. The New Elroy Air Board will have a standing audit committee, compensation committee and nominating and corporate governance committee, each of which will operate under a written charter.

In addition, from time to time, special committees may be established under the direction of the New Elroy Air Board when the New Elroy Air Board deems it necessary or advisable to address specific issues. Copies of New Elroy Air’s committee charters will be posted on New Elroy Air’s website, https://Elroyair.com/, as required by applicable SEC and Nasdaq rules. The information contained on, or that may be accessed through, Inflection Point’s, Elroy Air’s and New Elroy Air’s website is not part of, and is not incorporated into, this proxy statement/prospectus or the registration statement of which it forms a part.

Audit Committee

New Elroy Air’s audit committee will be responsible for, among other things:

•        overseeing New Elroy Air’s accounting and financial reporting process;

•        appointing, compensating, retaining and overseeing the work of our independent registered public accounting firm and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for us;

•        discussing with our independent registered public accounting firm any audit problems or difficulties and management’s response;

•        pre-approving all audit and non-audit services provided to us by our independent registered public accounting firm (other than those provided pursuant to appropriate preapproval policies established by the audit committee or exempt from such requirement under the rules of the SEC);

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•        reviewing and discussing our annual and quarterly financial statements with management and our independent registered public accounting firm;

•        discussing our risk management policies;

•        reviewing and approving or ratifying any related person transactions;

•        establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters; and

•        preparing the audit committee report required by SEC rules.

Our audit committee is expected to consist of [•], [•], and [•], with [•] serving as chair. All members of our audit committee will meet the requirements for financial literacy under the applicable Nasdaq rules and regulations. The New Elroy Air Board expects to affirmatively determine that [each member] of the audit committee qualifies as “independent” under Nasdaq’s additional standards applicable to audit committee members and Rule 10A-3 of the Exchange Act applicable to audit committee members. In addition, the New Elroy Air Board expects to determine that [•] qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Compensation Committee

Our compensation committee will be responsible for, among other things:

•        reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and setting our Chief Executive Officer’s compensation;

•        reviewing and setting or making recommendations to the New Elroy Air Board regarding the compensation of our other executive officers;

•        reviewing and making recommendations to the New Elroy Air Board regarding director compensation;

•        reviewing and approving or making recommendations to the New Elroy Air Board regarding our incentive compensation and equity-based plans and arrangements;

•        appointing and overseeing any compensation consultants;

•        reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; and

•        preparing the annual compensation committee report required by SEC rules, to the extent required.

Our compensation committee is expected to consist of [•], [•], and [•], with [•] serving as chair. The New Elroy Air Board expects to determine that [•] qualify as “independent” under Nasdaq’s additional standards applicable to compensation committee members and each member of the compensation committee is a “non-employee director” as defined in Section 16b-3 of the Exchange Act.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will be responsible for, among other things:

•        identifying individuals qualified to become members of the New Elroy Air Board and ensure the New Elroy Air Board has the requisite expertise and consists of persons with sufficiently diverse and independent backgrounds;

•        recommending to the New Elroy Air Board the persons to be nominated for election as directors and to each committee of the New Elroy Air Board;

•        developing and recommending to the New Elroy Air Board corporate governance guidelines, and reviewing and recommending to the New Elroy Air Board proposed changes to our corporate governance guidelines from time to time; and

•        overseeing the annual evaluations of the New Elroy Air Board, its committees and management.

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Our nominating and corporate governance committee is expected to consist of [•], [•], and [•], with [•] serving as chair.

The New Elroy Air Board may from time to time establish other committees.

Code of Ethics

In connection with the Closing, New Elroy Air will adopt a code of ethics that applies to all of our executive officers, directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The code of ethics is available on our website, https://Elroyair.com/.

We intend to make any legally required disclosures regarding amendments to, or waivers of, provisions of our code of ethics on our website rather than by filing a Current Report on Form 8-K.

Compensation Committee Interlocks and Insider Participation

No anticipated member of the compensation committee was at any time during the fiscal year 2025, or at any other time, one of our officers or employees. None of our executive officers has served as a director or member of a compensation committee (or other committee serving an equivalent function) of any entity, one of whose executive officers served as a director of our board of directors or member of our compensation committee. We are not aware of any compensation committee interlocks.

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SECURITIES ACT RESTRICTIONS ON RESALE OF THE COMPANY’S SECURITIES

Pursuant to Rule 144 under the Securities Act (“Rule 144”), a person who has beneficially owned restricted New Elroy Air Common Stock for at least six months would be entitled to sell their securities, provided that (a) such person is not deemed to have been an affiliate of New Elroy Air at the time of, or at any time during the three months preceding, a sale and (b) New Elroy Air is subject to the Exchange Act periodic reporting requirements for at least three months before the sale and has filed all required reports under Section 13 or 15(d) of the Exchange Act during the twelve months (or such shorter period as New Elroy Air was required to file reports) preceding the sale.

Persons who have beneficially owned restricted New Elroy Air Common Stock for at least six months but who are affiliates of the Company at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such persons would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

•        1% of the total number of New Elroy Air Common Stock then outstanding (as of the date of this proxy statement/prospectus, Inflection Point has 31,331,667 Inflection Point Ordinary Shares outstanding); or

•        the average weekly reported trading volume of the New Elroy Air Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by affiliates of New Elroy Air under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about the Company.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

•        the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•        the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

•        the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

•        at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.

As a result, the Sponsor will be able to sell the New Elroy Air Common Stock received in exchange for Founder Shares pursuant to Rule 144 without registration one year after the Closing.

Inflection Point anticipates that following the Closing, New Elroy Air will no longer be a shell company, and so, once the conditions set forth in the exceptions listed above are satisfied, Rule 144 will become available for the resale of the above noted restricted securities.

Registration Rights

See the section entitled “Certain Relationships and Related Person Transactions — A&R Registration Rights Agreement”

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SHAREHOLDER PROPOSALS AND NOMINATIONS

Stockholder Proposals

The Proposed Bylaws establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders. The Proposed Bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (a) specified in the notice of such meeting (or any supplement or amendment thereto) given by or at the direction of the New Elroy Air Board or any authorized committee of the New Elroy Air Board, (b) otherwise properly brought before such meeting by or at the direction of the New Elroy Air Board or the chairperson of the New Elroy Air Board, or (c) otherwise properly brought before such meeting by a stockholder present in person who (A) (1) was a record owner of New Elroy Air Common Stock or Series A Preferred Stock at the time of giving the notice, (2) is entitled to vote at such meeting, and (3) has complied with notice procedures specified in the Proposed Bylaws in all applicable respects or (B) properly made such proposal in accordance with Rule 14a-8 under the Exchange Act. To be timely for New Elroy Air’s annual meeting of stockholders, a stockholder’s notice must be delivered to New Elroy Air’s secretary at New Elroy Air’s principal executive offices:

•        not later than the 90th day; and

•        not earlier than the 120th day,

prior to the first anniversary of the preceding year’s annual meeting.

In the event that no annual meeting was held in the previous year or New Elroy Air holds its annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of a preceding year’s annual meeting, to be timely, notice of a stockholder proposal must be delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the 90th day prior to such annual meeting or, the 10th day following the day on which public disclosure of the date of such annual meeting was first made.

We currently anticipate the 2026 annual meeting of stockholders of New Elroy Air will be held on            , 2027. Notice of a nomination or proposal must be delivered to New Elroy Air no later than the 10th day following the earlier of the day on which such notice of the date of such meeting was mailed and the day the public disclosure of the date of the 2027 annual meeting is made. Nominations and proposals also must satisfy other requirements set forth in the Proposed Bylaws.

Under Rule 14a-8 of the Exchange Act, a stockholder proposal (other than nominations) to be included in the proxy statement and proxy card for the 2027 annual meeting pursuant to Rule 14a-8 must be received at New Elroy Air’s principal office at a reasonable time before New Elroy Air begins to print and send its proxy materials and must comply with Rule 14a-8.

A stockholder will update and supplement its notice to New Elroy Air’s secretary, if necessary, so that the information provided or required to be provided in such notice as described above will be true and correct as of the record date for notice of the annual meeting and as of the date that is 15 business days prior to the annual meeting or any adjournment or postponement thereof, and such update and supplement will be delivered to, or mailed and received by, New Elroy Air’s secretary not later than 5 days after the record date for notice of the extraordinary general meeting (in the case of the update and supplement required to be made as of such record date), and not later than 10 days prior to the date for the extraordinary general meeting or, if practicable, any adjournment or postponement thereof (and, if not practicable, on the first practicable date prior to the date to which the extraordinary general meeting has been adjourned or postponed) (in the case of the update and supplement required to be made as of 15 business days prior to the extraordinary general meeting or any adjournment or postponement thereof).

Stockholder Director Nominees

The Proposed Bylaws permit stockholders to nominate directors for election at an annual meeting or at a special meeting (but only if the election of directors is a matter specified in the notice of meeting given by or at the direction of the person calling such special meeting) of stockholders, subject to the provisions of the Proposed Charter. To nominate a director, the stockholder must provide the information required by the Proposed Bylaws. In addition, the stockholder must give timely notice to New Elroy Air’s secretary in accordance with the Proposed Bylaws, which, in general, require that the notice be received by New Elroy Air’s secretary within the time periods described above under the section of this proxy statement/prospectus entitled “— Stockholder Proposals”.

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SHAREHOLDER COMMUNICATIONS

Shareholders and interested parties may communicate with the Inflection Point Board, any committee chairperson or the non-management directors as a group by writing to the Inflection Point Board or committee chairperson in care of Inflection Point Acquisition Corp. VII, 3 Columbus Circle, 24th Floor, New York, New York 10019. Following the Closing, such communications should be sent to New Elroy Air, [•]. Each communication will be forwarded, depending on the subject matter, to the New Elroy Air Board, the appropriate committee chairperson or all non-management directors.

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LEGAL MATTERS

White & Case LLP will pass upon the validity of the securities of the Company to be issued in connection with the Domestication and the Business Combination and upon certain U.S. federal income tax consequences to Inflection Point’s shareholders as a result of the Business Combination and the Domestication. DLA Piper LLP (US) has provided an opinion attached hereto as Exhibit 8.2 as to the qualification of the Merger as a “reorganization” within the meaning of Section 368(a) of the Code.

OTHER MATTERS

As of the date of this proxy statement/prospectus, the Inflection Point Board does not know of any matters that will be presented for consideration at the extraordinary general meeting other than as described in this proxy statement/prospectus. If any other matters properly come before the extraordinary general meeting, or any adjournment or postponement thereof, and are voted upon, the enclosed proxy will be deemed to confer discretionary authority on the individuals that it names as proxies to vote the shares represented by the proxy as to any of these matters.

EXPERTS

The financial statements of Columbus Circle Capital Corp II, as of December 31, 2025, and for the period from April 3, 2025 (inception) through December 31, 2025 included in this proxy statement/prospectus have been audited by WithumSmith+Brown PC, independent registered public accounting firm, as stated in their report thereon appearing elsewhere in this proxy statement/prospectus, and are included in reliance on such report given on the authority of said firm as experts in accounting and auditing.

The audited financial statements of Elroy Air, Inc. included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.

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DELIVERY OF DOCUMENTS TO SHAREHOLDERS

Pursuant to the rules of the SEC, Inflection Point and services that it employs to deliver communications to its shareholders are permitted to deliver to two or more shareholders sharing the same address a single copy of each of Inflection Point’s annual report to shareholders and Inflection Point’s proxy statement. Upon written or oral request, Inflection Point will deliver a separate copy of the annual report to shareholders and/or proxy statement to any shareholder at a shared address to which a single copy of each document was delivered and who wishes to receive separate copies of such documents. Shareholders receiving multiple copies of such documents may request that Inflection Point deliver single copies of such documents in the future. Shareholders may notify Inflection Point of their requests by calling or writing Inflection Point at its principal executive offices at 3 Columbus Circle, 24th Floor, New York, New York 10019 or (646) 792-5600.

ENFORCEABILITY OF CIVIL LIABILITY

Inflection Point is a Cayman Islands exempted company. If Inflection Point does not change its jurisdiction of incorporation from the Cayman Islands to Delaware by effecting the Domestication, you may have difficulty serving legal process within the United States upon Inflection Point. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against Inflection Point in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is doubt that the courts of the Cayman Islands would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws. However, Inflection Point may be served with process in the United States with respect to actions against Inflection Point arising out of or in connection with violation of U.S. federal securities laws relating to offers and sales of Inflection Point’s securities by serving Inflection Point’s U.S. agent irrevocably appointed for that purpose.

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WHERE YOU CAN FIND MORE INFORMATION

Inflection Point has filed a registration statement on Form S-4 to register the issuance of securities described elsewhere in this proxy statement/prospectus. This proxy statement/prospectus is a part of that registration statement.

Inflection Point files reports, proxy statements and other information with the SEC as required by the Exchange Act. You may access information on Inflection Point at the SEC website containing reports, proxy statements and other information at: http://www.sec.gov.

Information and statements contained in this proxy statement/prospectus or any Annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other Annex filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

Except as explicitly set forth herein, all information contained in this proxy statement/prospectus relating to Inflection Point has been supplied by Inflection Point, and all such information relating to Elroy Air has been supplied by Elroy Air, respectively. Information provided by one another does not constitute any representation, estimate or projection of the other.

This document is a proxy statement/prospectus of Inflection Point for the extraordinary general meeting. Inflection Point has not authorized anyone to give any information or make any representation about the Business Combination, Inflection Point or Elroy Air that is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the business combination, you should contact via phone or in writing:

Inflection Point Acquisition Corp. VII
3 Columbus Circle, 24th Floor
New York, NY 10019
(646) 792-5600

If you are a shareholder of Inflection Point and would like to request documents, please do so no later than five business days before the extraordinary general meeting in order to receive them before the extraordinary general meeting. If you request any documents from Inflection Point, Inflection Point will mail them to you by first class mail, or another equally prompt means. Information and statements contained in this proxy statement/prospectus or any Annex to this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other Annex filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, which includes exhibits incorporated by reference from other filings made with the SEC.

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INDEX TO FINANCIAL STATEMENTS

		Page
COLUMBUS CIRCLE CAPITAL CORP II UNAUDITED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025		F-2
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 (Unaudited)		F-3
Condensed Statements of Changes in Shareholders’ Deficit for the Three and Six Months Ended June 30, 2026 (Unaudited)		F-4
Condensed Statements of Cash Flows for the Three Months Ended June 30, 2026 (Unaudited)		F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)		F-6

COLUMBUS CIRCLE CAPITAL CORP II AUDITED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID 100)		F-28
Financial Statements:
Balance Sheet as of December 31, 2025		F-29
Statement of Operations for the Period from April 3, 2025 (Inception) Through December 31, 2025		F-30
Statement of Changes in Shareholder’s Deficit for the Period from April 3, 2025 (Inception) Through December 31, 2025		F-31
Statement of Cash Flows for the Period from April 3, 2025 (Inception) Through December 31, 2025		F-32
Notes to Financial Statements		F-33

ELROY AIR, INC. UNAUDITED FINANCIAL STATEMENTS

Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025		F-47
Condensed Statements of Operations for the Six Months Ended June 30, 2026 (Unaudited) and 2025		F-48
Condensed Statements of Redeemable Convertible Preferred Stock and Shareholders’ Deficit for the Six Months Ended June 30, 2026 (Unaudited)		F-49
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 (Unaudited)		F-50
Notes to Condensed Financial Statements (Unaudited)		F-51

ELROY AIR, INC. AUDITED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm		F-91
Financial Statements:
Statements of Operations for the Periods Ended December 31, 2025 and 2024		F-92
Balance Sheets as of December 31, 2025 and 2024		F-93
Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit for the Periods Ended December 31, 2025 and 2024		F-94
Statements of Cash Flows for the Periods Ended December 31, 2025 and 2024		F-95
Notes to Financial Statements		F-96

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED BALANCE SHEETS

		June 30, 2026				December 31, 2025
		(Unaudited)
Assets:
Current assets
Cash		$	1,087,184			$	—
Prepaid expenses			46,463				6,013
Prepaid insurance			127,500				—
Total current assets			1,261,147				6,013
Long-term portion of prepaid insurance			79,688				—
Deferred offering costs			—				147,971
Cash and investments held in Trust Account			233,097,832				—
Total Assets		$	234,438,667			$	153,984
Liabilities, Class A Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit:
Current liabilities
Accounts payable and accrued expense		$	1,530,114			$	—
Accrued offering costs			75,000				2,890
Promissory note – related party			—				172,158
Total Liabilities			1,605,114				175,048
Commitments and Contingencies (Note 6)
Class A Ordinary Shares subject to possible redemption, $0.0001 par value; 23,000,000 and no shares at $10.13 and $0 per-share redemption value as of June 30, 2026 and December 31, 2025, respectively			233,097,832				—
Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding, as of June 30, 2026 and December 31, 2025			—				—
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; 665,000 and no shares issued and outstanding (excluding 23,000,000 and no shares subject to possible redemption) as of June 30, 2026 and December 31, 2025, respectively			67				—
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively(1)			767				767
Additional paid-in capital			—				24,233
Accumulated deficit			(265,113	)			(46,064	)
Total Shareholders’ Deficit			(264,279	)			(21,064	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit		$	234,438,667			$	153,984

____________

(1)      Includes an aggregate of up to 1,000,000 Class B Ordinary Shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 12, 2026, the Company consummated the Initial Public Offering of 23,000,000 units at $10.00 per Units, including 3,000,000 Units issued pursuant to the exercise by the underwriters of their full over-allotment option; hence, the 1,000,000 shares of Class B Ordinary Shares were no longer subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

		For the Three Months Ended June 30, 2026				For the Six Months Ended June 30, 2026				For the Period from April 3, 2025 (inception) through June 30, 2025
General and administrative fees		$	1,679,338			$	1,878,773			$	4,644
Loss from operations			(1,679,338	)			(1,878,773	)			(4,644	)
Other income:
Interest earned on cash and investments held in Trust Account			2,045,145				3,097,832				—
Net income (loss)		$	365,807			$	1,219,059			$	(4,644	)
Weighted average shares outstanding, Class A redeemable Ordinary Shares			23,665,000				18,143,167				—
Basic and diluted net income per share, Class A redeemable Ordinary Shares		$	0.01			$	0.05			$	—
Weighted average shares outstanding, Class B Ordinary Shares			7,666,667				7,433,334				6,666,667
Basic net income (loss) per share, Class B Ordinary Shares(1)		$	0.01			$	0.05			$	(0.00	)
Weighted average shares outstanding, Class B Ordinary Shares			7,666,667				7,666,667				6,666,667
Diluted net income (loss) per share, Class B Ordinary Shares(1)		$	0.01			$	0.05			$	(0.00	)

____________

(1)      Excludes an aggregate of up to 1,000,000 Class B Ordinary Shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 12, 2026, the Company consummated the Initial Public Offering of 23,000,000 units at $10.00 per Units, including 3,000,000 Units issued pursuant to the exercise by the underwriters of their full over-allotment option; hence, the 1,000,000 shares of Class B Ordinary Shares were no longer subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(UNAUDITED)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026

		Class A Ordinary Shares					Class B Ordinary Shares					Additional Paid-in Capital				Accumulated Deficit				Total Shareholders’ Equity (Deficit)
		Shares		Amount			Shares		Amount
Balance – December 31, 2025(1)		—		$	—		7,666,667		$	767		$	24,233			$	(46,064	)		$	(21,064	)
Sale of 665,000 Private Placement Units		665,000			67		—			—			6,649,933				—				6,650,000
Fair value of Public Warrants at issuance		—			—		—			—			1,993,333				—				1,993,333
Allocated value of transaction costs to Class A Ordinary Shares		—			—		—			—			(71,718	)			—				(71,718	)
Accretion for Class A Ordinary Shares to redemption amount		—			—		—			—			(7,988,744	)			—				(7,988,744	)
Net income		—			—		—			—			—				853,252				853,252
Balance – March 31, 2026 (unaudited)		665,000			67		7,666,667			767			607,037				807,188				1,415,059
Accretion for Class A Ordinary Shares to redemption amount		—			—		—			—			(607,037	)			(1,438,108	)			(2,045,145	)
Net income		—			—		—			—			—				365,807				365,807
Balance – June 30, 2026 (unaudited)		665,000		$	67		7,666,667		$	767		$	—			$	(265,113	)		$	(264,279	)

FOR THE PERIOD FROM APRIL 3, 2025 (INCEPTION) THROUGH JUNE 30, 2025

		Class A Ordinary Shares					Class B Ordinary Shares					Additional Paid-in Capital			Accumulated Deficit				Total Shareholder’s Equity (Deficit)
		Shares		Amount			Shares		Amount
Balance – April 3, 2025 (inception)		—		$	—		—		$	—		$	—		$	—			$	—
Issuance of Class B Ordinary Shares to Sponsor(1)		—			—		7,666,667			767			24,233			—				25,000
Net loss		—			—		—			—			—			(4,644	)			(4,644	)
Balance – June 30, 2025 (unaudited)		—		$	—		7,666,667		$	767		$	24,233		$	(4,644	)		$	(20,356	)

____________

(1)      Includes an aggregate of up to 1,000,000 Class B Ordinary Shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 12, 2026, the Company consummated the Initial Public Offering of 23,000,000 units at $10.00 per Units, including 3,000,000 Units issued pursuant to the exercise by the underwriters of their full over-allotment option; hence, the 1,000,000 shares of Class B Ordinary Shares were no longer subject to forfeiture.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

		For the Six Months Ended June 30, 2026				For the Period from April 3, 2025 (inception) through June 30, 2025
Cash Flows from Operating Activities:
Net income (loss)		$	1,219,059			$	(4,644	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Payment of operation costs through promissory note			(53,250	)			(4,644	)
Interest earned on cash and investments held in Trust Account			(3,097,832	)			—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets			25,956				—
Accounts payable and accrued expenses			1,530,114				—
Net cash used in operating activities			(375,953	)			—
Cash Flows from Investing Activities:
Investment of cash in Trust Account			(230,000,000	)			—
Net cash used in investing activities			(230,000,000	)			—
Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid			226,000,000				—
Proceeds from sale of Private Units			6,650,000				—
Repayment of promissory note – related party			(485,446	)			—
Payment of offering costs			(701,417	)			—
Net cash provided by financing activities			231,463,137				—
Net Change in Cash			1,087,184				—
Cash – Beginning of period			—				—
Cash – End of period		$	1,087,184			$	—
Noncash investing and financing activities:
Offering costs included in accrued offering costs		$	79,193			$	68
Deferred offering costs paid by Sponsor in exchange for issuance of Class B Ordinary Shares		$	—			$	5,364
Deferred offering costs paid through promissory note – related party		$	79,848			$	25,000
Deferred offering costs paid through prepayment		$	188,440			$	—
Prepaid services contributed by Sponsor in exchange for issuance of Class B Ordinary Shares		$	—			$	14,992
Accretion for Class A Ordinary Shares to redemption amount		$	10,033,889			$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 1 — Organization and Business Operations

Columbus Circle Capital Corp II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 3, 2025. The Company was incorporated 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 “Business Combination”).

As of June 30, 2026, the Company had not commenced any operations. All activity for the period from April 3, 2025 (inception) through June 30, 2026 relates to the Company’s formation, the initial public offering (the “Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Columbus Circle 2 Sponsor Corporation LLC (the “Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on January 30, 2026. On February 12, 2026, the Company consummated the Initial Public Offering of 23,000,000 units at $10.00 per unit (the “Units”), including 3,000,000 Units issued pursuant to the exercise by the underwriters of their full over-allotment option (see Note 3), generating gross proceeds of $230,000,000. Each Unit consists of one Class A Ordinary Share and one-third of one redeemable warrant of the Company (each whole warrant a “Public Warrant”), with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of an aggregate of 665,000 units (the “Private Placement Units”) to the Sponsor, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), and Clear Street LLC (“Clear Street”), as representatives of the underwriters (the “Representatives”), at a price of $10.00 per unit, or $6,650,000 in the aggregate. Each Private Placement Unit consists of one Class A Ordinary Share and one-third of one warrant (each, a “Private Placement Warrant”). Of the 665,000 Private Placement Units, the Sponsor purchased 265,000 Private Placement Units and the Representatives purchased 400,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Units sold in the Initial Public Offering, except as otherwise disclosed in the Registration Statement.

Transaction costs amounted to $5,014,442, consisting of $4,000,000 of cash underwriting fee and $1,014,442 of other offering costs.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account ) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering on February 12, 2026, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Units, are held in a trust account (the “Trust Account”) and will be invested in U.S. government securities with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on management

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 1 — Organization and Business Operations (cont.)

team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Company’s public shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s public shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

The Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding public shares, subject to the limitations. The amount in the Trust Account is initially anticipated to be $10.00 per public share.

The Class A Ordinary Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes, if any, and less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Completion Window.

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares (as defined in Note 5) and public shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 1 — Organization and Business Operations (cont.)

it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

Business Combination Agreement

On June 26, 2026, the Company (which will be renamed Inflection Point Acquisition Corp. VII and which will transfer by way of continuation out of the Cayman Islands and domesticate as a Delaware corporation prior to the Closing (as defined below)) 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 the Company, IPGX Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“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 Domestication

The Company will, subject to obtaining the required shareholder approvals and at least one business day prior to the date of Closing (the “Closing Date”), change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”).

Subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, including approval of the Company’s shareholders; (a) immediately prior to the Domestication, pursuant to the Sponsor Support Agreement (as defined below), the holders of the then issued and outstanding Class B Ordinary Shares, will elect to convert each Class B Share held by them, on a one-for-one basis, into a Class A Ordinary Share of the Company (the “Sponsor Share Conversion”); and (b) in connection with the Domestication, (i) each of the then issued and outstanding Class A Ordinary Shares will convert automatically, on a one-for-one basis, into a share of common stock, par value $0.0001 per share, of the Company (after the Domestication) (the “New Elroy Air Common Stock”); (ii) each of the then issued and outstanding Warrants of the Company will convert automatically into a warrant to acquire one share of New Elroy

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 1 — Organization and Business Operations (cont.)

Air Common Stock (each, a “New Elroy Air Warrant”), pursuant to the Warrant Agreement; and (iii) each of the then issued and outstanding Units of the Company will be cancelled and will thereafter entitle the holder thereof to one share of New Elroy Air Common Stock and one-third (1/3) of one New Elroy Air Warrant, with any fractional New Elroy Air Warrants to be issued in connection with such separation rounded down to the nearest whole warrant.

The Merger and Consideration

Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub and Elroy Air will consummate the Merger, pursuant to which Merger Sub will be merged with and into Elroy Air, following which the separate corporate existence of Merger Sub will cease and Elroy Air will continue as the surviving corporation after the Merger as a direct, wholly owned subsidiary of the Company.

In connection with the transactions contemplated by the Business Combination Agreement, Elroy Air entered into securities purchase agreements (the “Pre-Funded SPAs”), with certain accredited investors named therein (collectively, the “Pre-Funded PIPE Investors”), including Inflection Point Fund I, LP (“Inflection Point Fund”). Pursuant to the Pre-Funded SPAs, the Pre-Funded PIPE Investors agreed, among other things, to purchase, and Elroy Air issued and sold, convertible promissory notes (the “Pre-Funded Convertible Notes”) with an aggregate face value of approximately $78.4 million and warrants to purchase 6,531,863 shares of Elroy Air Common Stock at a purchase price of $12.00 per share (the “Elroy Air Pre-Funded Convertible Note Investor Warrants”), substantially concurrently with the execution and delivery of the Business Combination Agreement for an aggregate purchase price of approximately $66.6 million (the “Pre-Funded Note Investment”).

The Pre-Funded Convertible Notes have a one-year maturity from the date of issuance, and bear interest at the rate of 12% per annum payable 365 days after the date of the Pre-Funded Convertible Note, until the principal amount and all interest accrued thereon are paid or converted, as provided therein. Upon the Closing, the unpaid principal amount of each Pre-Funded Convertible Note, together with any interest accrued but unpaid thereon as of the day prior to the Closing Date, will automatically convert into a number of fully paid and nonassessable shares of New Elroy Air Series A Preferred Stock (as defined below) equal to the quotient of such aggregate amount divided by the applicable conversion price of $12.00 per share, as may be adjusted pursuant to the terms and conditions of the applicable Pre-Funded Convertible Notes. Such holders will be entitled to customary registration rights with respect to the New Elroy Air Series A Preferred Stock and any underlying shares of New Elroy Air Common Stock issuable upon conversion thereof pursuant to an amended and restated registration rights agreement between the Company, the Sponsor, the Series A Preferred Stock Investors and certain securityholders of Elroy Air (“A&R Registration Rights Agreement”).

Pursuant to the Business Combination Agreement, the aggregate consideration (the “Aggregate Base Consideration”) to be paid to the holders of securities of Elroy Air (other than the holders of the Pre-Funded Convertible Notes, the Elroy Air Pre-Funded Convertible Note Investor Warrants and unvested Elroy Air options in respect of those securities) (the “Elroy Air Equity Holders”) in, or in connection with, the Merger will be the number of shares of New Elroy Air Common Stock equal to the quotient of (a) $800,000,000 (the “Purchase Price”), divided by (b) the price (the “Redemption Price”) at which each Class A Ordinary Share included in the Units issued in the Company’s IPO may be redeemed in connection with a general meeting of the Company held for the purpose of approving the Merger.

The portion of the Aggregate Base Consideration (the “Aggregate Preferred Holder Base Consideration”) to be paid to the holders of preferred stock of Elroy Air (the “Elroy Air Preferred Equity Holders”) in, or in connection with, the Merger will be the aggregate number of shares of New Elroy Air Common Stock equal to the greater of (a) (i) the applicable liquidation preference of the shares of preferred stock of Elroy Air held by such Elroy Air Preferred Equity Holder, divided by (ii) the Redemption Price, or (b) (i) the number of shares of Elroy Air Common Stock into which

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 1 — Organization and Business Operations (cont.)

the shares of preferred stock of Elroy Air held by such Elroy Air Preferred Equity Holder would convert in connection with the Merger pursuant to the organizational documents of Elroy Air, multiplied by (ii) the Common Stock Exchange Ratio (as defined below).

Each share of Elroy Air Common Stock that is issued and outstanding immediately prior to the Effective Time (other than each share of Elroy Air Common Stock that is owned by the Company, Merger Sub, or Elroy Air immediately prior to the Effective Time) will be canceled and converted into the right to receive (I) a number of shares of New Elroy Air Common Stock equal to the Aggregate Common Holder Base Consideration divided by the adjusted fully diluted capital of Elroy Air, which is the sum (without duplication) of the aggregate number of shares of Elroy Air Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (including those issued or issuable upon conversion of all issued and outstanding convertible securities (other than Elroy Air options), the Pre-Funded Convertible Notes or the Elroy Air Pre-Funded Convertible Note Investor Warrants) and (ii) issuable upon full exercise of all issued and outstanding vested options of Elroy Air (calculated using the treasury method of accounting on a cashless exercise basis) (such conversion ratio, the “Common Stock Exchange Ratio”) and (II) the Per Share Earn-out Consideration.

The portion of the Aggregate Base Consideration (the “Aggregate Common Holder Base Consideration”) to be paid to the Elroy Air Equity Holders (other than the Elroy Air Preferred Equity Holders) (the “Elroy Air Common Equity Holders”) in, or in connection with, the Merger will be a number of shares of New Elroy Air Common Stock equal to the difference of (i) the Aggregate Base Consideration, less (ii) the Aggregate Preferred Holder Base Consideration.

The base consideration to be paid in, or in connection with, the Merger to each holder of a Pre-Funded Convertible Note (the “Convertible Note Consideration”) will be a number of shares of New Elroy Air’s 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “New Elroy Air Series A Preferred Stock”) equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and accrued and unpaid interest on each Pre-Funded Convertible Note as of one day prior to the Closing Date, divided by (ii) $12.00.

The consideration to be paid in, or in connection with, the Merger to each holder of an Elroy Air Pre-Funded Convertible Note Investor Warrant (the “Pre-Funded Convertible Note Investor Warrant Consideration”) will be one or more warrants to purchase a number of shares of New Elroy Air Common Stock (“New Elroy Air Series A Investor Warrants”) equal to the quotient of (i) the aggregate exercise price of such Elroy Air Pre-Funded Convertible Note Investor Warrant immediately prior to the Effective Time, divided by (ii) $12.00.

Earnout

In addition to the Aggregate Base Consideration, following the Business Combination, New Elroy Air will issue to the Elroy Air Equity Holders and the Pre-Funded PIPE Investors (the “Eligible Stockholders”) up to 11,000,000 additional shares of New Elroy Common Stock (the “Earnout Shares”) in three tranches, as follows:

•        3,000,000 shares of New Elroy Air Common Stock if the price of one share of New Elroy Common Stock is greater than or equal to $15.00 per share for 20 days during any 30-trading day period commencing on the one-year anniversary of the Closing and ending on the four-year anniversary of Closing;

•        3,000,000 shares of New Elroy Air Common Stock if the price of one share of New Elroy Air Common Stock is greater than or equal to $20.00 per share for 20 trading days during any 30-trading day period commencing at the one-year anniversary of Closing and ending on the four-year anniversary of Closing; and

•        5,000,000 shares of New Elroy Air Common Stock if the Organic Revenue (as defined in the Business Combination Agreement) for New Elroy Air during any trailing two (2) quarter period ending not later than June 30, 2028 equals or exceeds $50,000,000.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 1 — Organization and Business Operations (cont.)

If and when vested, each Eligible Stockholders will be entitled to receive, for each share of New Elroy Air Common Stock held by such Eligible Stockholder or issuable to such Eligible Stockholder upon conversion of shares of New Elroy Air Series A Preferred Stock on the Closing Date, a number of Earnout Shares equal to the quotient of (i) the Earnout Shares divided by (ii) the fully diluted capital of Elroy Air, which is the sum (without duplication) of the aggregate number of shares of Elroy Air Common Stock that are (i) issued and outstanding immediately prior to the Effective Time (including those issued or issuable upon conversion of all issued and outstanding convertible securities, the Pre-Funded Convertible Notes or the Elroy Air Pre-Funded Convertible Note Investor Warrants) (ii) issuable upon full exercise of all issued and outstanding vested options of Elroy Air (calculated using the treasury method of accounting on a cashless exercise basis) and (iii) all shares of New Elroy Common Stock issuable upon conversion of the New Elroy Air Series A Preferred Stock issued as Convertible Note Consideration in the Merger (the “Per Share Earn-out Consideration”).

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Company entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) with Elroy Air and the Sponsor pursuant to which the Sponsor agreed to, among other things, (i) vote in favor of adoption of the Transaction Proposals (as defined in the Business Combination Agreement), (ii) vote against any Alternative Transaction (as defined in the Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination Agreement and the Business Combination; (iii) vote against any change in the business, management, or board of directors of the Company (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or ancillary agreements) and (iv) vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in the Sponsor Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company. Certain current and former officers and directors of the Company previously entered into a letter agreement with the Company in connection with the Company’s initial public offering, pursuant to which they agreed to vote any the Company ordinary shares held by them in favor of the Business Combination.

Pursuant to the Sponsor Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of the Company, the Sponsor shall not (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Sponsor Support Agreement) owned by the Sponsor, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities owned by the Sponsor without the prior written consent of Elroy Air, unless such transfer is deemed a Permitted Transfer (as defined in the Sponsor Support Agreement).

In addition, pursuant to the Sponsor Support Agreement, the Sponsor has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Elroy Air or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of, any provision of the Sponsor Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Sponsor Support Agreement, the Business Combination Agreement or the Business Combination.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 1 — Organization and Business Operations (cont.)

Furthermore, pursuant to the Sponsor Support Agreement, the Sponsor agreed to waive, subject to the consummation of the Business Combination, any and all anti-dilution rights with respect to the rate at which the Class B Ordinary Shares convert into Cayman Class A Shares in connection with the transactions contemplated by the Business Combination Agreement.

Stockholder Voting and Support Agreement

Concurrently with the execution of the Business Combination Agreement, certain holders of equity securities of Elroy Air collectively holding such number of shares of Elroy Air Common Stock and Elroy Air Preferred Stock as is necessary to approve the Business Combination and the other matters specified below (the “Requisite Elroy Air Stockholders”), the Company and Elroy Air entered into the Voting and Support Agreement (the “Stockholder Voting and Support Agreement”), pursuant to which the Requisite Elroy Air Stockholders have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Business Combination Agreement and the consummation of the Business Combination; (b) against any Alternative Transaction or any proposal relating to an Alternative Transaction; (c) against any merger agreement or merger (other than the Business Combination Agreement and the Business Combination), consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or by Elroy Air; (d) against any change in the business, management or board of directors of Elroy Air (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or the Ancillary Documents (as defined in the Business Combination Agreement)); (e) against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision of the Stockholder Voting and Support Agreement, the Business Combination Agreement, the Charter Amendment (as defined below) or the Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of Elroy Air under the Business Combination Agreement, (C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement of such stockholder contained in the Stockholder Voting and Support Agreement or (E) change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, Elroy Air (other than pursuant to the Charter Amendment); (f) to convert all outstanding shares of preferred stock of Elroy Air into Elroy Air Common Stock as of immediately prior to the Effective Time, conditioned upon and subject to the closing of the Business Combination, in accordance with the organizational documents of Elroy Air (as amended by the Charter Amendment); (g) to approve and adopt the amendment to Elroy Air’s certificate of incorporation to, among other things, revise the conversion prices applicable to each series of preferred stock of Elroy Air (the “Charter Amendment”); (h) to approve the Business Combination as may be required to satisfy the approval requirements in Section 3.3 of Elroy Air’s certificate of incorporation; and (i) to the extent such Elroy Air Equity Holder is a Disinterested Common Stockholder, to vote all shares of Elroy Air Common Stock held by such stockholder in favor of the Charter Amendment in satisfaction of the Disinterested Common Stockholder approval requirement.

Pursuant to the Stockholder Voting and Support Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Elroy Air, the Requisite Elroy Air Stockholders have agreed not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Stockholder Voting and Support Agreement), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Subject Securities without the prior written consent of Elroy Air and the Company, unless such transfer is deemed a Permitted Transfer (as defined in the Stockholder Voting and Support Agreement).

In addition, pursuant to the Stockholder Voting and Support Agreement, the Requisite Elroy Air Stockholders have agreed not to commence, join in, facilitate, assist or encourage, and have agreed to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the Company, Elroy Air or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation of,

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 1 — Organization and Business Operations (cont.)

any provision of the Stockholder Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Stockholder Voting and Support Agreement, the Business Combination Agreement or the Business Combination. Each of the Requisite Elroy Air Stockholders has also waived and agreed not to exercise any rights of appraisal or rights to dissent from the Business Combination that they may have in respect of the Subject Securities.

Closing PIPE Investment

In connection with the transactions contemplated by the Business Combination Agreement, on June 26, 2026, the Company, Elroy Air and the accredited investor named therein (the “Closing PIPE Investor”) entered into a Securities Purchase Agreement (the “Series A SPA”). Pursuant to the Series A SPA, the Closing PIPE Investor agreed, among other things, to purchase, at Closing, 9,803,922 shares of New Elroy Air Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and a New Elroy Air Series A Investor Warrant to purchase an aggregate of 9,803,922 shares of New Elroy Air Common Stock, for an aggregate purchase price of $100 million (the “Closing PIPE Investment”). Each share of New Elroy Air Series A Preferred Stock will have a stated value of $12.00. In consideration for the Closing PIPE Investor’s investment, (i) New Elroy Air will issue 750,000 shares of New Elroy Air Common Stock to the Closing PIPE Investor upon Closing and (ii) the Company will cause the applicable holders to transfer to the Closing PIPE Investor 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, an aggregate of 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and CCM in respect of the Private Placement Units and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the Private Placement Units upon Closing.

For additional information on the proposed Business Combination with Elroy Air, please see the Company’s Current Reports on Form 8-K, filed on June 26, 2026 and July 2, 2026.

Liquidity and Going Concern Considerations

As of June 30, 2026, the Company had cash of $1,087,184 and a working capital deficit of $343,967.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of June 30, 2026 and December 31, 2025, the Company had no borrowings under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements — Going Concern,” Management has determined that the Company currently lacks the liquidity it needs to sustain operations for a reasonable period of time, which is considered to be at least one year from the date that the accompanying unaudited condensed consolidated financial statements are issued as it expects to continue to incur significant costs in pursuit of its acquisition plans. In addition, Management has determined that if the Company is unable to complete an initial Business Combination within the combination period, then the Company will cease all operations except for the purpose of liquidating. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management plans to consummate an initial Business Combination prior to the end of the combination period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 12, 2028 (24 months from the closing of the Initial Public Offering), the end of the combination period. There can be no assurance that the Company’s plans to raise capital or to consummate an initial Business Combination will be successful.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in unaudited condensed consolidated financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2025, as filed with the SEC on March 30, 2026, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on February 19, 2026. The interim results for the three and six months ended June 30, 2026 and for the period from April 3, 2025 (inception) through June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any future periods.

Principles of Consolidation

The unaudited condensed consolidated financial statements of the Company include its wholly owned subsidiary. All intercompany accounts and transactions are eliminated in consolidation.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 2 — Significant Accounting Policies (cont.)

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had cash of $1,087,184 and $0 and did not have any cash equivalents as of June 30, 2026 and December 31, 2025, respectively.

Cash and Investments Held in Trust Account

As of June 30, 2026, the assets held in the Trust Account, amounting to $233,097,832, were held in money market funds. At December 31, 2025, there were no assets held in Trust Account. The investments held in money market funds are classified as trading securities. Gains and losses resulting from the change in fair value of these securities are included in interest earned on cash and investments held in Trust Account in the accompanying unaudited condensed consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Use of Estimates

The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A Ordinary Shares and warrants, using the residual method, by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Class A Ordinary Shares subject to redemption were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholders’ equity (deficit), as the Public Warrants and Private Placement Warrants, after management’s evaluation, are accounted for under equity treatment.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 2 — Significant Accounting Policies (cont.)

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed consolidated balance sheets, primarily due to its short-term nature.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of June 30, 2026 and December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Series A SPA

The Company accounts for the forward sale security as either equity-classified or liability-classified instruments based on an assessment of the specific terms of the Series A SPA using applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Series SPA securities are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity classification under ASC 815, including whether the forward sale securities are indexed to the Company’s own shares. This assessment, which requires the use of professional judgment, is conducted at the time of the execution of the Series A SPA and as of each subsequent quarterly period-end date while the Series A SPA securities are outstanding. The Series A SPA security that do not meet all the criteria for equity classification are required to be recorded at their initial fair value at the time of the execution of the Series A SPA and on each balance sheet date thereafter. Specifically, the Series A Preferred shares and the Series A Preferred Warrants do not meet the criteria for equity classification as such will be revalued at each reporting date thereafter. All other securities issuable under the Series A SPA do meet the criterial for equity classification. Changes in the estimated fair value of the Series SPA securities are recognized on the unaudited condensed consolidated statements of operations in the period of the change.

The Company accounts for the forward sale securities in accordance with guidance in ASC 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity, pursuant to which the Series A SPA securities described above, do not meet the criteria for equity classification and must be recorded as liabilities or assets. As of June 27, 206, the date of execution of the SPA and as of June 30, 2026, the Series A SPA fair value was deemed de minimis as such no change in fair value was recognized in the three- and six-month period ended June 30, 2026. See Note 9 for further discussion of the methodology used to determine the fair value of the forward sale securities.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 2 — Significant Accounting Policies (cont.)

Class A Ordinary Shares Subject to Possible Redemption

The Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within the completion window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available) and retained earnings (accumulated deficit). Accordingly, as of June 30, 2026, Class A Ordinary Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets. As of June 30, 2026, the Class A Ordinary Shares subject to possible redemption reflected in the condensed consolidated balance sheets are reconciled in the following table:

Gross proceeds		$	230,000,000
Less:
Proceeds allocated to Public Warrants			(1,993,333	)
Class A Ordinary Shares subject to possible redemption, issuance cost			(4,942,724	)
Plus:
Accretion of carrying value to redemption value			7,988,744
Class A Ordinary Shares subject to possible redemption, March 31, 2026		$	231,052,687
Plus:
Accretion of carrying value to redemption value			2,045,145
Class A Ordinary Shares subject to possible redemption, June 30, 2026		$	233,097,832

Warrant Instruments

The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and will classify the warrant instruments under equity treatment at their assigned values. There are 7,666,667 Public Warrants and 221,667 Private Placement Warrants currently outstanding as of June 30, 2026. There were no Warrants outstanding as of December 31, 2025.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of ordinary shares, which are referred to as Class A Ordinary Shares and Class B Ordinary Shares. Income and losses are shared pro rata between the two classes of ordinary shares. Net income (loss) per ordinary share is calculated by dividing the net income (loss) by the weighted average ordinary shares outstanding for the respective period. Diluted net income (loss) per share attributable to ordinary shareholders adjusts the basic net income (loss) per share attributable to ordinary shareholders and the weighted-average ordinary shares outstanding for the potentially dilutive impact of outstanding warrants.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 2 — Significant Accounting Policies (cont.)

With respect to the accretion of Class A Ordinary Shares subject to possible redemption and consistent with FASB ASC Topic 480-10-S99-3A, “Distinguishing Liabilities from Equity” (“ASC 480-10-S99”), the Company treated accretion in the same manner as a dividend paid to the shareholders in the calculation of the net income (loss) per ordinary share.

The following tables reflect the calculation of basic and diluted net income (loss) per ordinary share:

		For the Three Months Ended June 30, 2026						For the Six Months Ended June 30, 2026						For the Period from April 3, 2025 (inception) through June 30, 2025
		Class A Redeemable			Class A and B Non-Redeemable			Class A Redeemable			Class A and B Non-Redeemable			Class A Redeemable			Class A and B Non-Redeemable
Basic net income (loss) per share:
Numerator:
Allocation of net income (loss)		$	276,296		$	89,511		$	864,762		$	354,297		$	—		$	(4,644	)
Denominator:
Weighted-average shares outstanding			23,665,000			7,666,667			18,143,167			7,433,334			—			6,666,667
Basic income (loss) per share		$	0.01		$	0.01		$	0.05		$	0.05		$	—		$	(0.00	)

		For the Three Months Ended June 30, 2026						For the Six Months Ended June 30, 2026						For the Period from April 3, 2025 (inception) through June 30, 2025
		Class A Redeemable			Class A and B Non-Redeemable			Class A Redeemable			Class A and B Non-Redeemable			Class A Redeemable			Class A and B Non-Redeemable
Diluted net income (loss) per share:
Numerator:
Allocation of net income (loss)		$	276,296		$	89,511		$	856,944		$	362,115		$	—		$	(4,644	)
Denominator:
Weighted-average shares outstanding			23,665,000			7,666,667			18,143,167			7,666,667			—			6,666,667
Diluted income (loss) per share		$	0.01		$	0.01		$	0.05		$	0.05		$	—		$	(0.00	)

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed consolidated financial statements.

Note 3 — Initial Public Offering

In the Initial Public Offering on February 12, 2026, the Company sold 23,000,000 Units (including 3,000,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option) at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share, and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. Each warrant becomes exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 3 — Initial Public Offering (cont.)

Warrants

As of June 30, 2026, there were 7,666,667 Public Warrants and 221,667 Private Placement Warrants outstanding. As of December 31, 2025, there were no Warrants outstanding. Each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A Ordinary Share underlying such unit.

Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the Warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the Warrants until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement.

If the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A Ordinary Shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 3 — Initial Public Offering (cont.)

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00: The Company may redeem the outstanding warrants:

•        in whole and not in part;

•        at a price of $0.01 per warrant;

•        upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

•        if, and only if, the last reported sale price (the “closing price”) of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the initial Business Combination and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Additionally, if the number of outstanding Class A Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares, or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A Ordinary Shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling holders to purchase Class A Ordinary Shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Ordinary Shares) and (ii) the quotient of (x) the price per Class A Ordinary Share paid in such rights offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for Class A Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price of Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor, and the Representatives purchased an aggregate of 665,000 Private Placement Units at a price of $10.00 per Private Placement Unit. Of the 665,000 Private Placement Units, the Sponsor purchased 265,000 Private Placement Units and the Representatives purchased 400,000 Private Placement Units. Each Unit consists of one Public Share and one-third of one warrant (each, a “Private Placement Warrant”). Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustments. Each warrant will become exercisable 30 days after the completion of the Initial Business Combination and will not expire except upon liquidation. If the Initial Business Combination is not completed within the Completion Window, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

The Private Placement Warrants contained in the Private Placement Units will be identical to the warrants sold in the Initial Public Offering except, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by CCM, Clear Street and their designees, will not be exercisable more than five years after the date of effectiveness of the IPO Registration Statement in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 4 — Private Placement (cont.)

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended And Restated Articles prior to the consummation of a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.

Note 5 — Related Party Transactions

Founder Shares

On April 3, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, for which the Company issued 7,666,667 Class B Ordinary Shares, known as “Founder Shares”, to the Sponsor. Up to 1,000,000 of the Founder Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. As a result of the underwriters’ full exercise of the over-allotment option, the Founder Shares are no longer subject to forfeiture.

On February 6, 2026, the Sponsor transferred membership interests equivalent to an aggregate of 250,000 Class B Ordinary Shares to five independent directors in exchange for their services through the Company’s initial Business Combination. The transfer of the management interest to the Company’s independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. On February 12, 2026, Adam Back resigned from the Board of Directors of the Company effective immediately. As a result the membership interest transferred, equivalent to 50,000 Class B Ordinary Shares, was deemed forfeited leaving 200,000 Class B Ordinary Share equivalents outstanding. The fair value of the remaining 200,000 shares granted, net of forfeitures, to the Company’s directors was $298,000 or $1.49 per share. The valuation was derived by multiplying the marketable value per Founder Share by the probability of successful closing of an initial Business Combination. As of February 12, 2026, the marketable value per Founder Share was $9.91 and the probability of closing an initial Business Combination is 15%. The Founder Shares are subject to a performance condition (i.e., providing services through Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the Founder Shares that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the Founder Shares. As of June 30, 2026 and December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Class A Ordinary Shares included in the units being sold in the Initial Public Offering, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 5 — Related Party Transactions (cont.)

transfer restrictions, as described in more detail below; (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with the completion of the initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares, private placement shares and public shares in connection with a shareholder vote to approve an amendment to the amended and restated memorandum and articles of association prior to the consummation of the Business Combination (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated an initial Business Combination within the Completion Window or (b) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity, (C) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares or private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (D) vote any Founder Shares and private placement shares held by them and any public shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination; (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Company’s amended and restated memorandum and articles of association; and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company’s approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Promissory Note — Related Party

The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of June 30, 2026 or the closing of the Initial Public Offering. The Company had borrowed $300,000 under the promissory note, which was repaid at the closing of the Initial Public Offering on February 12, 2026. Borrowings under the promissory note are no longer available.

Advances from Related Parties

On February 12, 2026, the Sponsor funded an additional $185,445 to cover offering cost and operating expenses, in addition to the promissory notes — related parties. This amount was repaid on February 12, 2026, simultaneously with the closing of the Initial Public Offering.

Administrative Services Agreement

Commencing on February 10, 2025, the date the securities of the Company first listed on The Nasdaq Stock Market LLC, the Company agreed to pay affiliate of the Sponsor an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company. For the three and six months ended June 30, 2026, the Company incurred and paid $30,000 and $50,000, respectively in fees for these services. For the period from April 3, 2025 (inception) through June 30, 2025, the Company did not incur any fees for these services.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 5 — Related Party Transactions (cont.)

Engagement of CCM as Joint Financial Advisor and Co-Placement Agent

The Company engaged CCM as joint financial advisor and co-placement agent to the Company in connection with the proposed Business Combination with Elroy Air, whereby among other things, the Company committed to pay CCM a fee of $2.5 million for acting as joint financial advisor in connection with the proposed Business Combination with Elroy Air and a fee equal to 1.5% of the gross proceeds ($1.5 million) for acting as co-placement agent in the Closing PIPE Investment.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. As of June 30, 2026 and December 31, 2025, no such Working Capital Loans were outstanding.

Note 6 — Commitments and Contingencies

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights

The holders of Founder Shares, Private Placement Units (and their underlying securities) and Units that may be issued upon conversion of working capital loans (and their underlying securities), if any, and any Class A Ordinary Shares issuable upon conversion of the Founder Shares and any Class A Ordinary Shares held by the initial shareholders at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the registration statement for the Initial Public Offering. These holders will be entitled to make up to three demands and have piggyback registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. CCM and Clear Street may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, CCM and Clear Street may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 6 — Commitments and Contingencies (cont.)

Underwriting Agreement

The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On February 12, 2026, the underwriters exercised their over-allotment option in full, purchasing 3,000,000 Units.

The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, excluding the gross proceeds from the overallotment option, or for a total of $ $4,000,000 which amount was paid upon the closing of the Initial Public Offering.

Business Combination Marketing Agreement

The Company engaged CCM and Clear Street as advisors in connection with the Business Combination to assist in holding meetings with shareholders to discuss potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay CCM and Clear Street a cash fee for such services upon the consummation of the initial Business Combination in an amount up to $9,800,000 in the aggregate. The amount of the Marketing Fee payable to the underwriters will be based on the amount of funds remaining in the Trust Account after redemptions of public shares and will be paid to the underwriters only upon the completion of an initial Business Combination. As a result, CCM and Clear Street will not be entitled to such fee unless the Company consummates its initial Business Combination.

Engagement of CCM as Joint Financial Advisor and Co-Placement Agent

The Company engaged CCM as joint financial advisor and co-placement agent to the Company in connection with the proposed Business Combination with Elroy Air, whereby among other things, the Company committed to pay CCM a fee of $2.5 million for acting as joint financial advisor in connection with the proposed Business Combination with Elroy Air and a fee equal to 1.5% of the gross proceeds ($1.5 million) for acting as co-placement agent in the Closing PIPE Investment.

Note 7 — Shareholders’ Deficit

Preference Shares — The Company is authorized to issue a total of 5,000,000 preference shares at par value of $0.0001 each. As of June 30, 2026 and December 31, 2025, there were no preference shares issued and outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $0.0001 each. As of June 30, 2026 and December 31, 2025, there were 665,000 Class A Ordinary Shares issued and outstanding, excluding 23,000,000 Class A Ordinary Shares subject to redemption, and no Class A Ordinary Shares, respectively.

Class B Ordinary Shares — The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $0.0001 each. As of June 30, 2026 and December 31, 2025, the Company had issued 7,666,667 Class B Ordinary Shares to the Sponsor for $25,000, or approximately $0.003 per share.

The Founder Shares will automatically convert into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 7 — Shareholders’ Deficit (cont.)

Ordinary Shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A Ordinary Shares included in the Private Placement Units), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in relation to or in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of working capital loans made to the Company) minus (iii) any redemptions of Class A Ordinary Shares by public shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Holders of record of the Company’s Class A Ordinary Shares and Class B Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the amended and restated memorandum and articles of association or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the amended and restated memorandum and articles of association, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the amended and restated memorandum and articles of association, such actions include amending the amended and restated memorandum and articles of association and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50% of the Ordinary Shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A Ordinary Shares will not be entitled to vote on these matters during such time. These provisions of the amended and restated memorandum and articles of association may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Note 8 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 8 — Segment Information (cont.)

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the unaudited condensed consolidated statements of operations as net income or loss. The measure of segment assets is reported on the unaudited condensed consolidated balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM review Several key metrics included in net income or loss and total assets, which includes the following:

		June 30, 2026			December 31, 2025
Cash and investments held in Trust Account		$	233,097,832		$	—
Cash		$	1,087,184		$	—

		For the Three Months Ended June 30, 2026			For the Six Months Ended June 30, 2026			For the Period from April 3, 2025 (inception) through June 30, 2025
General and administrative fees		$	1,679,338		$	1,878,773		$	4,644
Interest earned on cash and investments held in Trust Account		$	2,045,145		$	3,097,832		$	—

The CODM reviews the position of total assets available with the Company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds raised from the Initial Public Offering.

The CODM reviews general and administrative fees to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews general and administrative fees to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative fees, as reported on the unaudited condensed consolidated statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

Note 9 — Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•        Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•        Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•        Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

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COLUMBUS CIRCLE CAPITAL CORP II
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2026
(UNAUDITED)

Note 9 — Fair Value Measurements (cont.)

The following table presents information about the Company’s assets that are measured at fair value as of June 30, 2026 and December 31, 2025 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

		Level		June 30, 2026			December 31, 2025
Assets:
Cash and investments held in Trust Account		1		$	233,097,832		$	—

The fair value of the Public Warrants is $1,993,333 or $0.26 per public warrant. The fair value of Public Warrants was determined using the binomial lattice model. The Public Warrants have been classified within shareholders’ deficit and do not require remeasurement after issuance. The following table presents the quantitative information regarding Level 3 market assumptions used in the valuation of the public warrants:

		February 12, 2026
Volatility			20.0	%
Risk-free rate			3.7	%
Dividend yield			0.0	%
Asset price		$	9.91
Exercise price		$	11.50
Term			5.0
Probability of Business Combination			15.0	%

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the condensed consolidated balance sheet date through the date that the unaudited condensed consolidated financial statements was issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Shareholders and Board of Directors of
Columbus Circle Capital Corp. II

Opinion on the Financial Statements

We have audited the accompanying balance sheet of Columbus Circle Capital Corp. II (the “Company”) as of December 31, 2025, and the related statements of operations, changes in shareholder’s deficit and cash flows for the period from April 3, 2025 (inception) through December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the period from April 3, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the entity’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2025.

New York, New York
March 30, 2026

PCAOB Number 100

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COLUMBUS CIRCLE CAPITAL CORP. II
BALANCE SHEET
DECEMBER 31, 2025

Assets:
Current assets
Prepaid expenses		$	6,013
Total current assets			6,013
Deferred offering costs			147,971
Total Assets		$	153,984
Liabilities and Shareholder’s Deficit
Current liabilities
Accrued offering costs		$	2,890
Promissory note – related party			172,158
Total Liabilities			175,048
Commitments and Contingencies (Note 6)
Shareholder’s Deficit
Preferred shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding			—
Class A Ordinary Shares, $0.0001 par value; 500,000,000 shares authorized; none issued or outstanding			—
Class B Ordinary Shares, $0.0001 par value; 50,000,000 shares authorized; 7,666,667 shares issued and outstanding(1)			767
Additional paid-in capital			24,233
Accumulated deficit			(46,064	)
Total Shareholder’s Deficit			(21,064	)
Total Liabilities and Shareholder’s Deficit		$	153,984

____________

(1)      Includes an aggregate of up to 1,000,000 Class B Ordinary Shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 12, 2026, the Company consummated the Initial Public Offering of 23,000,000 units at $10.00 per Units, including 3,000,000 Units issued pursuant to the exercise by the underwriters of their full over-allotment option; hence, the 1,000,000 shares of Class B Ordinary Shares were no longer subject to forfeiture.

The accompanying notes are an integral part of the financial statements.

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COLUMBUS CIRCLE CAPITAL CORP. II
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM APRIL 3, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025

General and administrative costs		$	46,064
Loss from operations			(46,064	)
Net loss		$	(46,064	)
Basic and diluted weighted average shares outstanding, Class B Ordinary Shares(1)			6,666,667
Basic and diluted net loss per share, Class B Ordinary Shares		$	(0.01	)

____________

(1)      Excludes an aggregate of up to 1,000,000 Class B Ordinary Shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 12, 2026, the Company consummated the Initial Public Offering of 23,000,000 units at $10.00 per Units, including 3,000,000 Units issued pursuant to the exercise by the underwriters of their full over-allotment option; hence, the 1,000,000 shares of Class B Ordinary Shares were no longer subject to forfeiture.

The accompanying notes are an integral part of the financial statements.

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COLUMBUS CIRCLE CAPITAL CORP. II
STATEMENT OF CHANGES IN SHAREHOLDER’S DEFICIT
FOR THE PERIOD FROM APRIL 3, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025

		Class A Ordinary Shares					Class B Ordinary Shares					Additional Paid-in Capital			Accumulated Deficit				Total Shareholder’s Deficit
		Shares		Amount			Shares		Amount
Balance – April 3, 2025 (inception)		—		$	—		—		$	—		$	—		$	—			$	—
Issuance of Class B Ordinary Shares to Sponsor(1)		—			—		7,666,667			767			24,233			—				25,000
Net loss		—			—		—			—			—			(46,064	)			(46,064	)
Balance – December 31, 2025		—		$	—		7,666,667		$	767		$	24,233		$	(46,064	)		$	(21,064	)

____________

(1)      Includes an aggregate of up to 1,000,000 Class B Ordinary Shares subject to forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note 5). On February 12, 2026, the Company consummated the Initial Public Offering of 23,000,000 units at $10.00 per Units, including 3,000,000 Units issued pursuant to the exercise by the underwriters of their full over-allotment option; hence, the 1,000,000 shares of Class B Ordinary Shares were no longer subject to forfeiture.

The accompanying notes are an integral part of the financial statements.

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COLUMBUS CIRCLE CAPITAL CORP. II
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM APRIL 3, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025

Cash Flows from Operating Activities:
Net loss		$	(46,064	)
Adjustments to reconcile net loss to net cash used in operating activities:
General and administrative costs paid through issuance of Class B Ordinary Shares			4,644
General and administrative costs paid through promissory note – related party			41,420
Net cash used in operating activities			—
Net Change in Cash			—
Cash – Beginning of period			—
Cash – End of period		$	—
Noncash investing and financing activities:
Deferred offering costs paid through promissory note – related party		$	130,738
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B Ordinary Shares		$	14,343
Prepaid services paid by Sponsor in exchange for the issuance of Class B Ordinary Shares		$	6,013
Deferred offering costs included in accrued offering costs		$	2,890

The accompanying notes are an integral part of the financial statements.

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 1 — Organization and Business Operations

Columbus Circle Capital Corp II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on April 3, 2025. The Company was incorporated 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 “Business Combination”). The Company has not selected any Business Combination target and the Company has not, nor has anyone on its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial Business Combination with the Company.

As of December 31, 2025, the Company had not commenced any operations. All activity for the period from April 3, 2025 (inception) through December 31, 2025 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on investments from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s Sponsor is Columbus Circle 2 Sponsor Corporation LLC (the “Sponsor”).

The registration statement for the Company’s Initial Public Offering was declared effective on January 30, 2026. On February 12, 2026, the Company consummated the Initial Public Offering of 23,000,000 units at $10.00 per unit (the “Units”), including 3,000,000 Units issued pursuant to the exercise by the underwriters of their full over-allotment option (see Note 3), generation gross proceeds of $230,000,000. Each Unit consists of one Class A Ordinary Share (each, a “Public Share”) and one-third of one redeemable warrant of the Company (each whole warrant a “Public Warrant”), with each whole warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private sale of an aggregate of 665,000 units (the “Private Placement Units”) to the Sponsor, Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (“CCM”), and Clear Street LLC (“Clear Street”), as representatives of the underwriters (the “Representatives”), at a price of $10.00 per unit, or $6,650,000 in the aggregate. Each Private Placement Unit consists of one Class A Ordinary Share and one-third of one warrant (each, a “Private Placement Warrant”). Of the 665,000 Private Placement Units, the Sponsor purchased 265,000 Private Placement Units and the Representatives purchased 400,000 Private Placement Units. The Private Placement Units (and underlying securities) are identical to the Units sold in the Initial Public Offering, except as otherwise disclosed in the Registration Statement.

Transaction costs amounted to $5,014,442, consisting of $4,000,000 of cash underwriting fee and $1,014,442 of other offering costs.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding any deferred underwriting commissions and taxes payable on the income earned on the Trust Account ) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering on February 12, 2026, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units, and a portion of the proceeds of the sale of the Private Placement Units, are held in a trust account (the “Trust Account”) and will be invested in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 1 — Organization and Business Operations (cont.)

the risk that might be deemed to be an investment company for purposes of the Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at any time (based on Management Team’s ongoing assessment of all factors related to the potential status under the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the proceeds from the Initial Public Offering and the sale of the Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of the Public Shares if the Company is unable to complete the initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date as the board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Articles to (A) modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Public Shareholders.

The Company will provide the Company’s Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by us, solely in its discretion. The Public Shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (less taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations. The amount in the Trust Account was $10.00 per Public Share following the closing of the Initial Public Offering.

The Ordinary Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

The Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is unable to complete its initial Business Combination within the Completion Window, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes, if any, and less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Completion Window.

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 1 — Organization and Business Operations (cont.)

is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Articles; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that the Sponsor would be able to satisfy those obligations.

Liquidity and Capital Resources

The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note from the Sponsor of up to $300,000 (see Note 5). At December 31, 2025, the Company had no cash and a working capital deficit of $169,035.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team or any of their affiliates may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay such loaned amounts at that time. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. The units would be identical to the Private Placement Units. As of December 31, 2025, the Company had no borrowings under the Working Capital Loans.

In connection with the Company’s assessment of going concern considerations in accordance with ASC 205-40, “Presentation of Financial Statements — Going Concern,” the Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial Business Combination. Management has determined that with the closing of the Initial Public Offering on February 12, 2026, the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the financial statements.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”).

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 2 — Significant Accounting Policies (cont.)

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash or any cash equivalents as of December 31, 2025.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Use of Estimates

The preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Deferred Offering Costs

The Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into its equity and debt components. The Company

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 2 — Significant Accounting Policies (cont.)

applies this guidance to allocate Initial Public Offering proceeds from the Units between Class A Ordinary Shares and warrants, using the residual method, by allocating Initial Public Offering proceeds first to assigned value of the warrants and then to the Class A Ordinary Shares. Offering costs allocated to the Class A Ordinary Shares subject to redemption were charged to temporary equity, and offering costs allocated to the Public Warrants and Private Placement Units were charged to shareholder’s equity (deficit), as the Public Warrants and Private Placement Warrants, after management’s evaluation, are accounted for under equity treatment.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statements recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2025, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

Warrant Instruments

The Company accounts for the Public Warrants and Private Placement Warrants issued in connection with the Initial Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and will classify the warrant instruments under equity treatment at their assigned values. There were no warrants outstanding as of December 31, 2025.

Net Loss per Ordinary Share

Net loss per Ordinary Share is computed by dividing net loss by the weighted average number of Ordinary Shares outstanding during the period, excluding Ordinary Shares subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 1,000,000 Ordinary Shares that would have been subject to forfeiture had the over-allotment option not been exercised by the underwriters (see Note 7). At December 31, 2025, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Ordinary Shares and then share in the earnings of the Company. As a result, diluted loss per Ordinary Share is the same as basic loss per Ordinary Share for the period presented.

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 2 — Significant Accounting Policies (cont.)

Recent Accounting Pronouncements

In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on July 8, 2025, date of incorporation.

In May 2025, the FASB issued ASU No. 2025-03, “Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity”. The standard revises current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity (“VIE”) that meets the definition of a business. The amendments differ from current U.S. GAAP because, for certain transactions, they replace the requirement that the primary beneficiary of a VIE is always the acquirer with an assessment that requires an entity to consider the factors to determine which entity is the accounting acquirer. Under the amendments, acquisition transactions in which the legal acquiree is a VIE will, in more instances, result in the same accounting outcomes as economically similar transactions in which the legal acquiree is a voting interest entity. The ASU does not change the accounting for a transaction determined to be a reverse acquisition or a transaction in which the legal acquirer is not a business and is determined to be the accounting acquiree. The new guidance will become effective for interim and annual reporting periods beginning on January 1, 2027, will require a prospective transition method for Business Combinations that occur after the initial adoption date, and early adoption is permitted. Management is currently evaluating the impact of the new standard on the Company’s financial statements.

Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Note 3 — Initial Public Offering

In the Initial Public Offering on February 12, 2026, the Company sold 23,000,000 Units (including 3,000,000 Units issued pursuant to the exercise in full of the underwriters’ over-allotment option) at a purchase price of $10.00 per Unit. Each Unit consists of one Class A Ordinary Share, and one-third of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. Each warrant becomes exercisable 30 days after the completion of the initial Business Combination and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

Note 4 — Private Placement

Simultaneously with the closing of the Initial Public Offering, the Sponsor, and the Representatives purchased an aggregate of 665,000 Private Placement Units at a price of $10.00 per Private Placement Unit. Of the 665,000 Private Placement Units, the Sponsor purchased 265,000 Private Placement Units and the Representatives purchased 400,000 Private Placement Units. Each Unit consists of one Public Share and one-third of one warrant (each, a “Private Placement Warrant”). Each Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per shares, subject to adjustments. Each warrant will become exercisable 30 days after the completion of the Initial Business Combination and will not expire except upon liquidation. If

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 4 — Private Placement (cont.)

the Initial Business Combination is not completed within the Completion Window, the proceeds from the sale of the Private Placement Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law).

The Private Placement Warrants contained in the Private Placement Units will be identical to the warrants sold in the Initial Public Offering except, the Private Placement Warrants (i) may not (including the Class A Ordinary Shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (ii) will be entitled to registration rights and (iii) with respect to Private Placement Warrants held by CCM, Clear Street and their designees, will not be exercisable more than five years from the commencement of sales in our Initial Public Offering in accordance with Financial Industry Regulatory Authority Rule 5110(g)(8).

The Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial Business Combination or an earlier redemption in connection with the commencement of the procedures to consummate the initial Business Combination if the Company determines it is desirable to facilitate the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s Amended and Restated Articles prior to the consummation of a Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity; (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions) in favor of the initial Business Combination.

Note 5 — Related Party Transactions

Founder Shares

On April 3, 2025, the Sponsor made a capital contribution of $25,000, or approximately $0.003 per share, for which the Company issued 7,666,667 Class B Ordinary Shares, known as Founder Shares, to the Sponsor. Up to 1,000,000 of the Founder Shares may be surrendered by the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment is exercised. As a result of the underwriters’ full exercise of the over-allotment option, the Founder Shares are no longer subject to forfeiture.

On February 6, 2026, the Sponsor transferred membership interests equivalent to an aggregate of 250,000 Class B Ordinary Shares to five independent directors in exchange for their services through the Company’s initial Business Combination. The transfer of the management interest to the Company’s independent directors is in the scope of FASB ASC Topic 718, “Compensation-Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. On February 12, 2026, Adam Back resigned from the Board of Directors of the Company effective immediately. As a result the membership interest transferred, equivalent to 50,000 Class B Ordinary Shares, was deemed forfeited leaving 200,000 Clas B Ordinary Share equivalents outstanding. The fair value of the remaining 200,000 shares granted, net of forfeitures, to the Company’s directors was $298,000 or $1.49 per share. The valuation was derived by multiplying the marketable value per founder share by the probability of successful closing of an initial Business Combination. As of February 12, 2026, the marketable value per founder share was $9.91 and the probability of closing an initial

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 5 — Related Party Transactions (cont.)

Business Combination is 15%. The Founder Shares are subject to a performance condition (i.e., providing services through Business Combination). Stock-based compensation would be recognized at the date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) in an amount equal to the Founder Shares that ultimately vest times the assignment date fair value per share (unless subsequently modified) less the amount initially received for the assignment of the Founder Shares. As of December 31, 2025, the Company determined that the initial Business Combination is not considered probable and therefore no compensation expense has been recognized.

The Founder Shares are designated as Class B Ordinary Shares and, except as described below, are identical to the Class A Ordinary Shares included in the units being sold in our Initial Public Offering, and holders of Founder Shares have the same shareholder rights as Public Shareholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described in more detail below; (ii) the Founder Shares are entitled to registration rights; (iii) the Sponsor, officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares, private placement shares and Public Shares in connection with the completion of the initial Business Combination, (B) waive their redemption rights with respect to their Founder Shares, private placement shares and Public Shares in connection with a shareholder vote to approve an amendment to the Amended and Restated Articles prior to the consummation of the Business Combination (A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating to the rights of holders of Class A Ordinary Shares or pre-initial Business Combination activity, (C) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares or private placement shares if the Company fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination within such time period and to liquidating distributions from assets outside the Trust Account and (D) vote any Founder Shares and private placement shares held by them and any Public Shares purchased during or after our Initial Public Offering (including in open market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of the initial Business Combination; (iv) the Founder Shares are automatically convertible into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment as described herein and in the Company’s Amended and Restated Articles; and (v) prior to the closing of the initial Business Combination, only holders of the Class B Ordinary Shares will be entitled to vote on the appointment and removal of directors or continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company’s approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).

Promissory Note — Related Party

The Sponsor had agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of June 30, 2026 or the closing of the Initial Public Offering. As of December 31, 2025, the Company had borrowed $172,158 under the promissory note and repaid the amount in full at closing of the Initial Public Offering.

On February 12, 2026, in connection with the Initial Public Offering and Private Placement, the note was fully settled. Borrowings under the note are no longer available.

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 5 — Related Party Transactions (cont.)

Administrative Services Agreement

Commencing on the date the securities of the Company first listed on The Nasdaq Stock Market LLC (“Nasdaq”), February 11, 2026, the Company entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $10,000 per month for office space, utilities, and secretarial and administrative support. These monthly fees will cease upon the completion of the initial Business Combination or the liquidation of the Company. For the period from April 3, 2025 (inception) through December 31, 2025, the Company did not incur any fees for these services.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into private placement units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender. As of December 31, 2025, no such Working Capital Loans were outstanding.

Note 6 — Commitments and Contingencies

Risks and Uncertainties

The Company’s ability to complete an initial Business Combination may be adversely affected by various factors, many of which are beyond the Company’s control. The Company’s ability to consummate an initial Business Combination could be impacted by, among other things, changes in laws or regulations, downturns in the financial markets or in economic conditions, inflation, fluctuations in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations, and geopolitical instability, such as the military conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed hostilities. The Company cannot at this time predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact the Company’s ability to complete an initial Business Combination.

Registration Rights

The holders of Founder Shares, Private Placement Units (and their underlying securities) and Units that may be issued upon conversion of working capital loans (and their underlying securities), if any, and any Class A Ordinary Shares issuable upon conversion of the Founder Shares and any Class A Ordinary Shares held by the Initial Shareholders at the completion of the Initial Public Offering or acquired prior to or in connection with the initial Business Combination, will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the registration statement for the Initial Public Offering. These holders will be entitled to make up to three demands and have piggyback registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. CCM and Clear Street may only make a demand on one occasion and only during the five-year period beginning on the effective date of the Initial Public Offering. In addition, CCM and Clear Street may participate in a piggyback registration only during the seven-year period beginning on the effective date of the Initial Public Offering.

Underwriters’ Agreement

The underwriters had a 45-day option from the date of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On February 12, 2026, the underwriters exercised their over-allotment option in full, purchasing 3,000,000 Units.

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 6 — Commitments and Contingencies (cont.)

The underwriters were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial Public Offering, excluding overallotment option, or $4,000,000 which was paid upon the closing of the Initial Public Offering.

Business Combination Marketing Agreement

The Company engaged CCM and Clear Street as advisors in connection with the Business Combination to assist in holding meetings with shareholders to discuss potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing securities and assist the Company with press releases and public filings in connection with the Business Combination. The Company will pay CCM and Clear Street a cash fee for such services upon the consummation of the initial Business Combination in an amount equal to $9,800,000 in the aggregate. The amount of the fee payable will be based on the amount of funds remaining in the Trust Account after redemptions of Public Shares and will be paid to the underwriters only upon the completion of an initial Business Combination. As a result, CCM and Clear Street will not be entitled to such fee unless the Company consummates its initial Business Combination.

Note 7 — Shareholder’s Deficit

Preferred Shares

The Company is authorized to issue a total of 5,000,000 preferred shares at par value of $0.0001 each. As of December 31, 2025, there were no shares of preferred shares issued or outstanding.

Class A Ordinary Shares

The Company is authorized to issue a total of 500,000,000 Class A Ordinary Shares at par value of $0.0001 each. As of December 31, 2025, there were no shares of Class A Ordinary Shares issued or outstanding.

Class B Ordinary Shares

The Company is authorized to issue a total of 50,000,000 Class B Ordinary Shares at par value of $0.0001 each. As of December 31, 2025, the Company had issued 7,666,667 Class B Ordinary Shares to the Sponsor for $25,000, or approximately $0.003 per share. The Founder Shares include an aggregate of up to 1,000,000 shares subject to forfeiture if the over-allotment option is not exercised by the underwriters in full. On February 12, 2026, the underwriters exercised their over-allotment option in full, purchasing 3,000,000 Units, therefore the Founder Shares are no longer subject to forfeiture.

The Founder Shares will automatically convert into Class A Ordinary Shares in connection with the consummation of the initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like. In the case that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 25% of the sum of (i) the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued pursuant to the underwriters’ over-allotment option and excluding the Class A Ordinary Shares included in the Private Placement Units), plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in relation to or in connection with the closing of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Units issued to the Sponsor or any of its affiliates or to the Company’s officers or directors upon conversion of working capital loans

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 7 — Shareholder’s Deficit (cont.)

made to the Company) minus (iii) any redemptions of Class A Ordinary Shares by Public Shareholders in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

Holders of record of the Company’s Class A Ordinary Shares and Class B Ordinary Shares are entitled to one vote for each share held on all matters to be voted on by shareholders. Unless specified in the Amended and Restated Articles or as required by the Companies Act or stock exchange rules, an ordinary resolution under Cayman Islands law and the Amended and Restated Articles, which requires the affirmative vote of at least a simple majority of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company is generally required to approve any matter voted on by the shareholders. Approval of certain actions requires a special resolution under Cayman Islands law, which (except as specified below) requires the affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting, and pursuant to the Amended and Restated Articles, such actions include amending the Amended and Restated Articles and approving a statutory merger or consolidation with another company. There is no cumulative voting with respect to the appointment of directors, meaning, following the initial Business Combination, the holders of more than 50% of the Ordinary Shares voted for the appointment of directors can elect all of the directors. Prior to the consummation of the initial Business Combination, only holders of the Class B Ordinary Shares will (i) have the right to vote on the appointment and removal of directors and (ii) be entitled to vote on continuing the Company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case, as a result of the Company approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). Holders of the Class A Ordinary Shares will not be entitled to vote on these matters during such time. These provisions of the Amended and Restated Articles may only be amended if approved by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation of the initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.

Warrants — As of December 31, 2025, there were no warrants outstanding. Each whole warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as discussed herein. The warrants cannot be exercised until 30 days after the completion of the initial Business Combination, and will expire at 5:00 p.m., New York City time, five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A Ordinary Shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A Ordinary Shares underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company will not be obligated to issue a Class A Ordinary Share upon exercise of a warrant unless the Class A Ordinary Share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A Ordinary Share underlying such unit.

Under the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days, after the closing of its Business Combination, it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A Ordinary Shares issuable upon exercise of the warrants and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A Ordinary Shares issuable upon exercise of the warrants until the expiration of the

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 7 — Shareholder’s Deficit (cont.)

warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement.

If the holders exercise their public warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants for that number of Class A Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Class A Ordinary Shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A Ordinary Shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average reported closing price of the Class A Ordinary Shares for the 10 trading days ending on the third trading day prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the holders of warrants, as applicable.

Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00:    The Company may redeem the outstanding warrants:

•        in whole and not in part;

•        at a price of $0.01 per warrant;

•        upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

•        if, and only if, the last reported sale price (the “closing price”) of the Class A Ordinary Shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day period commencing at least 30 days after completion of the initial Business Combination and ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Additionally, if the number of outstanding Class A Ordinary Shares is increased by a share capitalization payable in Class A Ordinary Shares, or by a subdivision of Ordinary Shares or other similar event, then, on the effective date of such share capitalization, subdivision or similar event, the number of Class A Ordinary Shares issuable on exercise of each warrant will be increased in proportion to such increase in the outstanding Ordinary Shares. A rights offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Class A Ordinary Shares at a price less than the fair market value will be deemed a share capitalization of a number of Class A Ordinary Shares equal to the product of (i) the number of Class A Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A Ordinary Shares) and (ii) the quotient of (x) the price per Class A Ordinary Share paid in such rights offering and (y) the fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for Class A Ordinary Shares, in determining the price payable for Class A Ordinary Shares, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion, and (ii) fair market value means the volume weighted average price of Class A Ordinary Shares as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the Class A Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 8 — Segment Information

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and assess performance.

The Company’s CODM has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one reportable segment.

The CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported on the statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

		December 31, 2025
Prepaid expense		$	6,013
Deferred offering costs		$	147,971

		For the Period from April 3, 2025 (Inception) Through December 31, 2025
General and administrative costs		$	46,064

The CODM reviews general and administrative costs to manage and forecast cash to ensure enough capital is available to complete a Business Combination or similar transaction within the Business Combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on the statement of operations, are the significant segment expenses provided to the CODM on a regular basis. All other segment items included in net income or loss are reported on the statement of operations and described within their respective disclosures.

The CODM reviews the position of total assets available with the Company to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details of cash and liquid resources available with the Company. Additionally, the CODM regularly reviews the status of deferred costs incurred to assess if these are in line with the planned use of proceeds to be raised from the public offering.

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date that the financial statements were issued. Based upon this review, except for the matters below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

On February 12, 2026, the Sponsor funded an additional $185,446 to cover offering cost and operating expenses, in addition to the promissory note — related party. This amount was repaid on February 12, 2026, simultaneously with the closing of the Initial Public Offering.

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COLUMBUS CIRCLE CAPITAL CORP. II

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Note 9 — Subsequent Events (cont.)

On February 12, 2026, the Company consummated its Initial Public Offering of 23,000,000 Units, including 3,000,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option. Each Unit consists of one Class A Ordinary Share, and Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000.

Simultaneously with the Initial Public Offering, the Company consummated the private sale of an aggregate of 665,000 Private Placement Units to the Sponsor and the Representatives, at a price of $10.00 per Private Placement Unit or $6,650,000 in the aggregate. Each Private Placement Unit consists of one Private Placement Share and one-third of one Private Placement Warrant. Of the 665,000 Private Placement Units, the Sponsor purchased 265,000 Private Placement Units and the Representatives purchased 400,000 Private Placement Units.

On February 12, 2026, the Board of Directors appointed Marc Spiegel to serve as a member of the Audit Committee and the Compensation Committee, effective immediately. On February 12, 2026, Adam Back resigned from the Board of Directors effective immediately.

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ELROY AIR, INC.
Condensed Balance Sheets (Unaudited)
(in thousands of U.S. dollars, except share and per share data)

		As of June 30, 2026				As of December 31, 2025
Assets
Current assets:
Cash		$	65,094			$	2,248
Restricted cash			30				30
Accounts receivable, net			106				44
Capitalized transaction costs			2,096				—
Other current assets			1,052				665
Total current assets			68,378				2,987
Non-current assets:
Property and equipment, net			691				824
Operating lease right-of-use assets			276				395
Other non-current assets			13				13
Total non-current assets			980				1,232
Total assets		$	69,358			$	4,219
Liabilities, redeemable convertible preferred stock, and stockholders’ deficit
Current liabilities:
Accounts payable			7,234				1,079
Deferred revenue			—				1,882
Short-term debt			2,308				—
Current portion of long-term debt			96				96
Current portion of operating lease liabilities			304				302
Pre-funded convertible notes			46,263				—
Other current liabilities			2,105				642
Total current liabilities			58,310				4,001
Non-current liabilities:
Long-term debt			200				248
Operating lease liabilities			24				161
Warrant liabilities			31,533				10,708
Total non-current liabilities			31,757				11,117
Total liabilities			90,067				15,118
Commitments and contingencies (Note 9)
Redeemable convertible preferred stock, $0.0001 par value; 357,495,634 shares authorized as of June 30, 2026 and December 31, 2025, respectively; 191,920,872 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively; $110,052 liquidation preference as of June 30, 2026 and December 31, 2025, respectively			254,437				254,437
Stockholders’ deficit:
Common stock, $0.0001 par value, 269,130,000 shares authorized as of June 30, 2026 and December 31, 2025, respectively; 6,620,514 and 5,836,828 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively			4				4
Additional paid-in capital			7,410				5,516
Accumulated deficit			(282,560	)			(270,856	)
Total stockholders’ deficit			(275,146	)			(265,336	)
Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit		$	69,358			$	4,219

See accompanying notes to financial statements.

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ELROY AIR, INC.
Condensed Statements of Operations (Unaudited)
(in thousands of U.S. dollars, except share and per share data)

		Six Months Ended June 30,
		2026				2025
Revenue		$	4,542			$	1,511
Cost of revenue			964				1,255
Gross profit			3,578				256
Operating expenses:
Research and development			6,503				2,592
General and administrative			7,152				3,404
Sales and marketing			615				165
Total operating expenses			14,270				6,161
Loss from operations			(10,692	)			(5,905	)
Other (expense) income:
Interest income			11				54
Interest expense			—				(38	)
Other expense, net			(518	)			(299	)
Change in fair value of warrant liabilities			(513	)			(813	)
Change in fair value of forward contract liability			—				1,908
Change in fair value of derivative asset			148				—
Change in fair value of short-term debt			(140	)			—
Total other (expense) income, net			(1,012	)			812
Loss before income tax expense			(11,704	)			(5,093	)
Income tax expense			—				—
Net loss			(11,704	)			(5,093	)
Net loss per share:
Basic and diluted		$	(1.96	)		$	(0.89	)
Weighted-average shares outstanding:
Basic and diluted			5,972,087				5,697,483

See accompanying notes to financial statements.

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ELROY AIR, INC.
Condensed Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit (Unaudited)
(in thousands of U.S. dollars, except share and per share data)

		Redeemable Convertible Preferred Stock					Common Stock					Additional Paid-In Capital			Accumulated Deficit				Total Shareholders’ Deficit
		Shares		Amount			Shares		Amount
Elroy Air, Inc.
Balance at January 1, 2025		60,736,422		$	99,300		5,689,214		$	4		$	719		$	(115,828	)		$	(115,105	)
Issuance of common stock related to option exercise		—			—		9,202			—			13			—				13
Issuance of Series A Prime preferred stock		14,740,232			—		—			—			—			—				—
Conversion of customer deposit to Series A Prime preferred stock		1,291,023			300		—			—			—			—				—
Stock-based compensation		—			—		—			—			2,280			—				2,280
Net loss		—			—		—			—			—			(5,093	)			(5,093	)
Balance at June 30, 2025		76,767,677		$	99,600		5,698,416		$	4		$	3,012		$	(120,921	)		$	(117,905	)

		Redeemable Convertible Preferred Stock					Common Stock					Additional Paid-In Capital			Accumulated Deficit				Total Shareholders’ Deficit
		Shares		Amount			Shares		Amount
Elroy Air, Inc.
Balance at January 1, 2026		191,920,872		$	254,437		5,836,828		$	4		$	5,516		$	(270,856	)		$	(265,336	)
Issuance of common stock related to option exercise		—			—		783,686			—			29			—				29
Stock-based compensation		—			—		—			—			1,865			—				1,865
Net loss		—			—		—			—			—			(11,704	)			(11,704	)
Balance at June 30, 2026		191,920,872		$	254,437		6,620,514		$	4		$	7,410		$	(282,560	)		$	(275,146	)

See accompanying notes to financial statements

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ELROY AIR, INC.
Condensed Statements of Cash Flows (Unaudited)
(in thousands of U.S. dollars)

		Six Months Ended June 30,
		2026				2025
Operating activities:
Net loss		$	(11,704	)		$	(5,093	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			144				175
Amortization of debt issuance costs			—				4
Stock-based compensation			1,865				2,280
Loss on sales of property and equipment			—				265
Change in fair value of warrant liabilities			513				813
Change in fair value of Series Seed Prime forward contract liability			—				(1,908	)
Change in fair value of derivative asset			(148	)			—
Change in fair value of short-term debt			140				—
Loss on issuance of short-term debt			484				—
Loss on short-term debt extinguishment			131				—
Change in operating assets and liabilities:
Accounts receivable, net			(62	)			(4	)
Other current assets			(190	)			511
Accounts payable			5,512				(546	)
Operating lease assets, net			(16	)			60
Deferred revenue			(1,882	)			(108	)
Other current liabilities			86				22
Net cash used in operating activities		$	(5,127	)		$	(3,529	)
Investing activities:
Purchase of property and equipment			(11	)			(10	)
Proceeds from sales of property and equipment			—				100
Net cash (used in) provided by investing activities		$	(11	)		$	90
Financing activities:
Proceeds from issuance of short-term debt			4,050				—
Repayments of short-term debt			(2,397	)			—
Repayments of long-term debt			(48	)			(1,000	)
Proceeds from issuance of common stock related to option exercise			29				13
Proceeds from issuance of Series A Prime and Series Seed Prime Preferred Stock			—				3,425
Proceeds from issuance of Pre-Funded Convertible Notes and Warrants			66,425				—
Payment of business combination transaction costs			(75	)			—
Net cash provided by financing activities		$	67,984			$	2,438
Net change in cash and restricted cash			62,846				(1,001	)
Cash and restricted cash at the beginning of the period			2,278				5,311
Cash and restricted cash at end of period		$	65,124			$	4,310
Reconciliation of cash and restricted cash to balance sheets
Cash			65,094				4,280
Restricted cash			30				30
Total cash and restricted cash		$	65,124			$	4,310
Supplemental schedule of cash flow information
Cash paid for interest, including lease liabilities			31				34
Cash received for interest			11				54
Net cash paid for state income taxes			2				2
Non-cash investing and financing activities
Customer deposit converted into preferred stock			—				300
Accrued business combination transaction costs			2,021				—
Accrued forward contract liability issuance costs			—				252
Short-term debt settlement applied to Pre-Funded Convertible Notes and Warrants issuance			100				—
Receivable from issuance of Pre-Funded Convertible Notes and Warrants			50				—

See accompanying notes to financial statements.

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

1.      DESCRIPTION OF THE BUSINESS AND BASIS OF PRESENTATION

Description of the Business

Elroy Air, Inc. (the “Company”) is a Delaware corporation founded in November 2016 and is headquartered in Byron, California. The Company leverages autonomous flight to materially improve logistics speed, safety, and operational efficiency. The Company specializes in hybrid-electric architecture which offers long-range operations and fast turnaround without charging infrastructure to meet both defense and commercial needs. The Company is in the development phase for its aircraft and autonomous software.

Since inception, the Company has devoted substantially all its time and efforts to performing research and development activities, designing manufacturing processes, and raising capital to support these operations. The Company is subject to risks and uncertainties common to early-stage companies in the aerospace industry including, but not limited to, difficulty in obtaining relevant regulatory approvals for the commercialization of its aircraft in the United States or in foreign markets, dependence on strategic relationships, protection of intellectual property, and technological challenges which could delay product development. The Company’s business plan requires a significant amount of capital, and its future capital needs may require the Company to issue additional equity or debt securities that may dilute its shareholders or introduce covenants that may restrict its operations.

On June 26, 2026, the Company entered into a Business Combination Agreement (the “Business Combination Agreement” or “BCA”) with Columbus Circle Capital Corp. II, a Cayman Islands exempted company and Nasdaq-listed special purpose acquisition company (a “SPAC” and the “Purchaser”), and IPGX Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Inflection Point (“Merger Sub”). On August 26, 2026, the Purchaser changed its name to Inflection Point Acquisition Corp. VII (“Inflection Point”). Under the terms of the BCA, the Purchaser will domesticate as a Delaware corporation (the “Domestication”), and Merger Sub will merge with and into the Company, with the Company surviving the merger as a wholly owned subsidiary of the Purchaser (the “Merger”). In connection with the Merger, the combined company will change its name (such company after the closing of the Business Combination, “New Elroy Air”).

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The unaudited condensed balance sheet as of December 31, 2025 included herein was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP on an annual reporting basis. In management’s opinion, the unaudited condensed financial statements reflect all normal recurring adjustments necessary to present fairly the balance sheets and statements of operations, redeemable convertible preferred stock and stockholders’ deficit, and cash flows for the interim periods, but are not necessarily indicative of the results of operations to be anticipated for the full fiscal year or any future period.

These unaudited condensed financial statements should be read in conjunction with the Company’s audited financial statements and notes for the year ended December 31, 2025, which were issued August 7, 2026.

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Liquidity

The unaudited condensed financial statements have been prepared in accordance with U.S. GAAP assuming that the Company will continue as a going concern over the next twelve months from the date of issuance of these financial statements. The going concern assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business, including having sufficient liquidity in the future to meet, among other things, the Company’s obligations under its borrowing arrangements (refer to Note 7. Debt) and Pre-PIPE transactions (refer to Note 11. Convertible Notes and Note 12. Warrants).

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Since its inception, the Company has primarily operated in the pre-commercialization stage and funded historical losses through debt and equity financings. The Company expects to incur additional net losses while it continues to advance its commercialization efforts and pursue profit-generating revenue contracts with customers, namely, the United States (“U.S.”) government.

On June 26, 2026, in connection with the transactions contemplated by the Business Combination Agreement, the Company entered into securities purchase agreements (the “Signing Pre-Funded SPAs”) with certain accredited investors named therein (collectively, the “Signing Pre-Funded PIPE Investors”), including Inflection Point Fund I, LP (“Inflection Point Fund”). Pursuant to the Signing Pre-Funded SPAs, the Signing Pre-Funded PIPE Investors agreed, among other things, to purchase, and the Company issued and sold in an initial closing, convertible promissory notes (the “Pre-Funded Convertible Notes”) with an aggregate face value of $78,324 and warrants to purchase 6,526,961 shares of Elroy Air Common Stock at an exercise price of $12.00 per share (the “Pre-Funded Warrants”), substantially concurrently with the execution and delivery of the Business Combination Agreement for an aggregate purchase price of $66,575 (the “Signing Pre-Funded Note Investment”). The Pre-Funded Convertible Notes bear simple interest at 12.0% per annum and mature on June 26, 2027. Upon the closing of the Business Combination, the outstanding principal and accrued interest automatically convert into equity of the combined company.

On June 26, 2026, in connection with the transactions contemplated by the Business Combination Agreement, the Company, Inflection Point, and the accredited investor named therein (the “Closing PIPE Investor” and/or “Series A Preferred Stock Investor”) entered into a Securities Purchase Agreement (the “Series A SPA”). Pursuant to the Series A SPA, the Closing PIPE Investor agreed, among other things, to purchase, at closing of the Business Combination, 9,803,922 shares of Series A Preferred Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations of 12.0% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and a New Elroy Air Series A Warrant to purchase an aggregate of 9,803,922 shares of New Elroy Air Common Stock, for an aggregate purchase price of $100,000 (the “Closing PIPE Investment”). Each share of Series A Preferred Stock will have a stated value of $12.00. In consideration for the Closing PIPE Investor’s investment, (i) New Elroy Air will issue 750,000 shares of New Elroy Air Common Stock to the Closing PIPE Investor upon closing of the Business Combination and (ii) Inflection Point will cause the applicable holders to transfer to the Closing PIPE Investor 501,649 shares of New Elroy Air Common Stock issued or issuable to the Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company (the “Sponsor”), in respect of the Inflection Point Class B Shares (the “Founder Shares”), an aggregate of 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and Cohen & Company Capital Markets (“CCM”), a division of Cohen & Company Securities, LLC, (“CCS”) in respect of the Inflection Point Units (the “Private Placement Units”) and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the Private Placement Units upon closing of the Business Combination. Solely with respect to such 501,649 shares of New Elroy Air Common Stock issued or issuable to the Sponsor in respect of the Founder Shares, 448,351 shares of New Elroy Air Common Stock issued or issuable to the Sponsor and CCM in respect of the Private Placement Units and an aggregate of 149,450 New Elroy Air Warrants issued or issuable to the Sponsor and CCM in respect of the Private Placement Units, the Closing PIPE Investor will sign the lock-up agreement (the “Sponsor Lock-Up Agreement”) to be entered into by and among the Sponsor, CCM and Clear Street LLC (“Clear Street” and together with CCM, the “Representatives”), the Closing PIPE Investor and New Elroy Air at the closing of the Business Combination.

During the six months ended June 30, 2026 and 2025, the Company incurred net losses in the amounts of $11,704 and $5,093, respectively, and generated negative cash flows from operations in the amounts of $5,127 and $3,529, respectively. Additionally, as of June 30, 2026, the Company has an accumulated deficit in the amount of $282,560 and cash of $65,094. Based on the Company’s liquidity position as of June 30, 2026, the Company’s current forecast of operating results and cash flows, combined with the effect of the financing transactions discussed above and in Note 11. Convertible Notes and Note 12. Warrants, management expects that the Company’s existing cash resources will be sufficient to fund its planned operations for at least twelve months following the date these unaudited condensed financial statements are issued. However, the Pre-Funded Convertible Notes mature within that period and, if the Business Combination is not consummated prior to the maturity date, the holders may require repayment of principal

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

and accrued interest in cash. Accordingly, management determined that there is substantial doubt about the Company’s ability to continue as a going concern over the twelve months following the date these unaudited condensed financial statements are issued.

The ability of the Company to satisfy its obligations and recover its costs will be primarily dependent upon the future financial and operating performance of the Company and the Company is evaluating strategies to finance its future obligations. These strategies include, but are not limited to, effecting a reverse recapitalization with a special purpose acquisition company, upon the closing of which the Pre-Funded Convertible Notes convert into equity and cease to represent a cash repayment obligation, obtaining additional financing via the additional PIPE financing transactions discussed in Note 11. Convertible Notes, Note 12. Warrants, and Note 19. Subsequent Events, and obtaining profit-producing revenue contracts with customers including the U.S. government. The Company may not be able to access additional debt or equity financings under acceptable terms, may not be successful in effectuating a reverse recapitalization with a special purpose acquisition company, and may not be able to grow its revenue base.

The unaudited condensed financial statements do not include any adjustments to recorded amounts or the classification of assets and liabilities related to these uncertainties. If the Company cannot continue as a going concern, adjustments to the carrying values and classification of assets and liabilities, and the reported amounts of income and expenses, may be required and material.

Use of Estimates

The preparation of the unaudited condensed financial statements in conformity with U.S. GAAP requires management to make certain estimates, judgments, and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenue and expenses during the reporting periods.

On an ongoing basis, the Company evaluates the estimates used to prepare its unaudited condensed financial statements. Significant estimates and assumptions reflected within these unaudited condensed financial statements include, but are not limited to, revenue recognition, the estimation of anticipated costs to complete a contract, the Company’s allocation between cost of revenue and research and development expenses, valuation of liability classified equity instruments, the Company’s incremental borrowing rate, valuation and recognition of stock-based compensation awards, income taxes, impairment and useful lives of our long-lived assets, and when technological feasibility is achieved for our products.

Estimates and judgments are based on historical experience, forecasted events, and various other assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates and such differences could be material to the Company’s financial position and results of operations.

Significant Accounting Policies

Cash

The Company’s cash consists of cash maintained within standard checking, savings, and demand deposit accounts.

Restricted Cash

The Company’s restricted cash consists of cash maintained to support the Company’s credit cards program.

Accounts Receivables and Allowance for Credit Losses

Accounts receivables are recorded at the original invoiced amount less an allowance for credit losses. The Company estimates allowance for credit losses on accounts receivable based on the creditworthiness of each customer, historical collection experience, current conditions, future expectations, and aging of the receivables. The Company writes off accounts receivable against the allowance for credit losses when a balance is unlikely to be collected.

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

As of June 30, 2026 and December 31, 2025, the allowance for credit losses is immaterial to the financial statements.

Concentration of Credit Risk

Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. The Company maintains its cash with accredited financial institutions in amounts which at times exceed federally insured limits. The Company monitors the credit standing of such financial institutions in order to limit credit risk. The Company has not experienced any losses on its cash and believes it is not exposed to any significant losses due to credit risk on cash.

Major customers are defined as those individually comprising more than 10% of the Company’s total revenue. The Company’s revenue related to its major customers was as follows:

		Six Months Ended June 30,
		2026			2025
Customer 1		17.8	%		100.0	%
Customer 2		82.2	%		—

The Company’s customers that accounted for 10% or more of the total accounts receivable, were as follows:

		As of June 30, 2026			As of December 31, 2025
Customer 1		100.0	%		100.0	%

Other Current Assets

Other current assets include prepaid expenses, deposits paid to vendors, a prepayment option derivative asset, and other miscellaneous receivables.

Property and Equipment, net

Property and equipment, net are stated at cost less accumulated depreciation. Depreciation expense is recognized using the straight-line method of over the estimated useful life of each asset. The estimated useful lives are as follows:

		Estimated Useful Lives
Vehicles		3 – 7 years
Machinery and equipment		3 – 7 years
Leasehold improvements		The shorter of the useful life or the lease term

Expenditures for additions and improvements are capitalized at cost, while expenditures for repairs and maintenance are expensed as incurred. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in other expense, net in the statements of operations.

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

Impairment of Long-Lived Assets

All long-lived assets are reviewed by the Company for possible impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company measures recoverability of assets to be held and used by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. As of June 30, 2026 and December 31, 2025, the Company determined that there have been no significant events or changes in circumstances that would cause the impairment of any of the Company’s long-lived assets.

Leases

The Company determines if an arrangement is, or contains, a lease at inception. An arrangement qualifies as a lease if it conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Control is established if the Company has both the right to obtain substantially all of the economic benefits from the use of the asset and the right to direct the use of the asset.

When the Company determines a lease exists, the lease is classified as either operating or finance leases at the commencement date. The Company records an operating lease right-of-use (“ROU”) asset and corresponding operating lease liability in the balance sheet. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets at the date of commencement are equal to the amount of the initial lease liability, the initial direct costs incurred by the Company, and any prepaid lease payments less any incentives received.

At the date of commencement, lease liabilities are recorded at the present value of the future minimum lease payments over the lease term. The lease term is equal to the initial term at commencement plus any renewal or extension options that the Company is reasonably certain will be exercised. When available, the rate implicit in the lease is used to discount lease payments to present value; however, most leases do not provide a readily determinable implicit rate. Therefore, the Company estimates its incremental borrowing rate (“IBR”), which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company gives consideration to publicly available data for instruments with similar characteristics when determining its incremental borrowing rates.

Lease expense for operating leases is recognized on a straight-line basis over the lease term and is included as a component of cost of revenue, research and development or general and administrative expenses in the unaudited condensed statements of operations based on the nature of the lease.

The Company has elected the practical expedient to not separate lease components from non-lease components when allocating lease contract considerations for all classes of underlying assets. The Company has also elected to account for variable lease payments in the period in which the obligation for the payments is incurred.

Term Debt

Term debt represents obligations of the Company to pay a specified amount of money at a future date. These obligations may arise from borrowings from financial institutions, private lenders, or other entities and are classified as either current or non-current liabilities based on their maturity dates.

The Company has elected to apply the fair value method of accounting for certain of its term debt instruments. The Company initially records term debt accounted for under the fair value option at fair value and subsequently remeasures such instruments to fair value on each balance sheet date thereafter. The change in fair value of term debt accounted for at fair value, together with interest accrued thereon, is recorded in change in fair value of short-term debt in the unaudited condensed statements of operations.

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

For term debt instruments not accounted under the fair value method of accounting, the Company recognizes such term debt obligations on an amortized cost basis at their principal amount, net of unamortized debt issuance costs, discounts, and premiums. Upon issuance, the Company evaluates whether identified embedded derivatives should be bifurcated and accounted for as a derivative at fair value. Any embedded derivatives that meet the criteria for bifurcation and separate accounting are accounted for as a compound derivative recorded at fair value on the date of issuance and on each balance sheet date thereafter, with changes in fair value recorded in the unaudited condensed statements of operations. Interest payments are made in accordance with the terms of the debt instrument.

Debt Issuance Costs

Costs incurred in connection with the issuance of debt instruments not accounted for under the fair value method of accounting are recorded as a direct deduction against the associated debt liability, consistent with debt discounts. These costs are included in long-term debt in the Company’s unaudited condensed balance sheet and are amortized over the term of the associated debt as a component of interest expense using the effective interest rate method. Costs incurred in connection with the issuance of debt instruments accounted for under the fair value method of accounting are expensed as incurred.

Redeemable Convertible Preferred Stock

The Company’s redeemable convertible preferred stock is classified in temporary equity as all classes may be subject to redemption upon the occurrence of an event that is not solely within the control of the Company. Upon issuance, the Company evaluates whether identified embedded derivatives should be bifurcated and accounted for as a derivative at fair value. The redeemable convertible preferred stock is initially recognized at the proceeds received, net of issuance costs and the fair value of any bifurcated derivatives, and is only subsequently remeasured to the extent it becomes currently redeemable or probable of becoming redeemable. Any embedded derivatives that meet the criteria for bifurcation and separate accounting are accounted for as a compound derivative recorded at fair value on the date of issuance and on each balance sheet date thereafter, with changes in fair value recorded in the unaudited condensed statements of operations.

Convertible Notes

The Company has elected to apply the fair value method of accounting for certain of its convertible notes. The Company records convertible notes accounted for under the fair value option at fair value upon the date of issuance and subsequently remeasures such instruments to fair value on each balance sheet date thereafter. The change in fair value of convertible notes accounted for at fair value, together with interest accrued thereon, is recorded in change in fair value of pre-funded convertible notes in the unaudited condensed statements of operations.

For convertible notes not accounted for under the fair value method of accounting, the Company first assesses the balance sheet classification of its convertible notes to determine whether the instrument should be classified as a liability. If the convertible note is not classified as a liability, the Company accounts for the convertible note in accordance with the applicable authoritative guidance. Upon issuance, the Company evaluates whether the embedded conversion feature, as well as other identified embedded derivatives, should be bifurcated and accounted for as a derivative at fair value, and if not, whether any substantial premium must be recognized in additional paid-in capital. Any embedded derivatives that meet the criteria for bifurcation and separate accounting are accounted for as a compound derivative recorded at fair value on the date of issuance and on each balance sheet date thereafter, with changes in fair value recorded in the unaudited condensed statements of operations.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and the applicable authoritative guidance. The assessment considers whether the warrants are freestanding financial instruments (if they were issued with another instrument), whether the warrants

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

meet the definition of a liability, and if not, whether the warrants meet the requirements for equity classification. This assessment requires the use of professional judgment and is conducted at issuance and as of each subsequent reporting period end date while the warrants are outstanding.

Warrants that meet all of the criteria for equity classification are recorded at fair value as a component of additional paid-in capital at the time of issuance and are not subsequently remeasured. Warrants that do not meet all the criteria for equity classification are recorded at fair value on the date of issuance and remeasured at fair value on each balance sheet date thereafter as a component of warrant liabilities on the Company’s unaudited condensed balance sheets. Changes in the estimated fair value of the warrants are non-cash gain or loss recognized in change in fair value of warrant liabilities in the unaudited condensed statements of operations.

Fair Value Measurements

The Company’s financial instruments consist of cash, trade receivables, trade payables, short-term debt, long-term debt, forward contract liability, common stock warrants, preferred stock warrants, and convertible notes. The carrying amount of cash, trade receivables, and trade payables approximates fair value because of the short-term nature of the instruments. The carrying amount of the Company’s short-term debt and long-term debt approximates its fair value as the effective interest rate approximates market rates currently available to the Company. The Company’s equity classified common stock warrants are initially recorded in equity at the value allocated to them and are not subject to remeasurement in subsequent periods. The Company’s liability classified forward contract, common stock warrants, preferred stock warrants, and convertible notes are initially recorded at fair value and are subject to remeasurement at each balance sheet date, with changes in fair value recognized in the unaudited condensed statements of operations.

The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described as follows:

Level 1 — Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.

Level 2 — Inputs to the valuation methodology include:

•        Quoted prices for similar assets or liabilities in active markets;

•        Quoted prices for identical or similar assets or liabilities in inactive markets;

•        Inputs other than quoted prices that are observable for the asset or liability; and

•        Inputs that are derived principally from or corroborated by observable market data by correlation or other means.

If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 — Inputs to the valuation methodology are unobservable and significant to the fair value measurement.

Revenue Recognition

To date, revenue activities have consisted of providing governmental agencies with research and development services to support their assessment of autonomous aircraft technologies and related applications.

The Company enters into and performs under two types of contracts, fixed-price and time-and-materials contracts. Under fixed-price contracts, the Company agrees to perform the specified work for a pre-determined price. To the extent the Company’s actual costs vary from the estimates upon which the price was negotiated, the Company will

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

generate more or less profit or could incur a loss. Under time-and-materials contracts, the Company agrees to perform the specified work for a pre-determined rate per hour, as well as the reimbursement of other direct billable costs which are presented on a gross basis.

For each new contract entered into, the Company first determines if the counterparty meets the definition of a customer in the context of the arrangement. If the Company concludes that the arrangement’s counterparty is not a customer, the Company accounts for the arrangement based on the applicable accounting standards. The Company derives its revenues primarily through its engineering and autonomy development programs with U.S. governmental agencies, including the U.S. Air Force and the U.S. Army. These contracts are structured to support research and development efforts, prototype demonstrations, system integration activities, and the design, demonstration, and integration of autonomous flight technologies. The Company also engages in commercial activities with foreign governmental agencies and private sector customers.

Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue reflects the consideration that the Company expects to be entitled to receive in exchange for these goods or services. The Company applies the following five steps: (1) identification of the contract with the customer, (2) identification of the performance obligations in the contract, (3) determination of the transaction price, (4) allocation of the transaction price to performance obligations in the contract, and (5) recognition of revenue when (or as) the Company satisfies the performance obligations.

A performance obligation is the unit of account and represents a promise in a contract to transfer a distinct good or service, or a series of distinct goods or services. At contract inception, the Company assesses whether the goods or services promised within each contract are separate performance obligations. Goods and services that are determined not to be distinct are combined with other promised goods and services until a distinct bundle is identified. The Company’s product and service revenue includes single or multiple performance obligations as the underlying contracts specify discrete activities or deliverables in which the customer can benefit from use of each either on its own or with other readily available resources.

The transaction price is the amount of consideration that the Company would expect to be entitled to under a contract upon fulfillment of the performance obligations. The starting point for estimating the transaction price is the selling price stipulated in the contract, however, the Company also includes an estimate of variable consideration to the extent that it is probable that it will not result in a significant future reversal of revenue. Taxes collected from customers and remitted to government authorities are recorded on a net basis.

Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative basis according to their standalone selling prices. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the Company does not have a history of selling a performance obligation, management applies judgment to estimate the standalone selling price, taking into consideration available information, including market conditions, factors considered to set list prices, pricing of similar products, and internal pricing objectives.

The Company recognizes revenue over time for a performance obligation when there is a continuous transfer of control to the customer, the Company’s performance on the contract creates or enhances an asset that the customer controls as the asset is created or enhanced, or the Company’s performance does not create an asset with an alternative use to the Company and there is an enforceable right to payment for performance completed to date. All other performance obligations are recognized at a point in time.

For fixed-price performance obligations recognized over time, the Company measures progress using the cost-to-cost input method as the Company believes this represents the most appropriate measure towards satisfaction of its performance obligation. Under the cost-to-cost input method, the Company records revenue based upon the proportion of total costs (such as materials and labor hours) incurred to date relative to the total estimated cost at completion.

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

The Company recognizes revenue on its engineering and development contracts with the U.S. government primarily over time as control of the services is continuously transferred throughout the performance period. This continuous transfer is supported by standard U.S. government contract clauses, including the right to terminate for convenience and the obligation to reimburse the contractor for costs incurred plus reasonable compensation. These provisions, along with the customer’s ability to benefit from the work-in-progress through interim deliverables and technical reports, support over time revenue recognition.

For time-and-materials contracts, the Company has a right to consideration from the customer in an amount that corresponds directly with the value of the Company’s performance and recognizes revenue in the amount to which the Company has a right to invoice (the “right to invoice” practical expedient). Under this practical expedient, if an entity has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the entity’s performance completed to date, the entity may recognize revenue in the amount to which the entity has a right to invoice.

Contract Assets and Liabilities

The timing of revenue recognition, customer billings, and cash collections for each contract results in a net contract asset or deferred revenue liability at the end of each reporting period.

Contract assets consist of unbilled receivables, which is the amount of revenue recognized that exceeds the amount billed to the customer. Contract liabilities consist of deferred revenue, which represents cash advances received prior to performance for programs and billings in excess of revenue recognized.

Contract Estimates

The Company’s contracts are complex and require the Company to estimate total costs to perform over the term of the contracts, as well as the measurement of progress towards completion for each performance obligation. Developing the estimated total cost at completion for each performance obligation requires the use of significant management judgment, including assumptions regarding timing, labor hours, allocation of shared costs, the complexity of the work to be performed, the availability and cost of materials, and the performance of subcontractors.

As a significant change in one or more of these estimates could affect the profitability of the Company’s contracts, the Company regularly reviews and updates its contract-related estimates. The Company recognizes changes in estimated contract revenue or costs and the resulting changes in contract profit on a cumulative basis.

Costs of Revenue

Cost of revenue primarily includes the direct cost of labor (salaries, stock-based compensation, and benefits) for personnel involved in performing operations, direct cost of materials, professional services, subcontractor expenses, field-service representatives, hardware costs, travel costs, allocated overhead costs, depreciation and other direct costs. Costs are expensed as incurred except for costs incurred to fulfill a contract, which are capitalized and amortized over the expected period of performance. Cost of revenue also includes provisions for loss contracts.

Research and Development Costs

Research and development expenses consist primarily of personnel-related costs for the Company’s development team, including salaries, benefits, bonuses, stock-based compensation, and allocated overhead costs. Research and development expenses also include contractor or professional service fees, suppliers and materials for new product development, rent and other corporate costs attributable to research and development activities. Research and development costs are expensed as incurred.

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

General and Administrative Costs

General and administrative expenses consist primarily of personnel-related costs associated with the Company’s supply chain, legal, finance, human resources and administrative personnel, including salaries, benefits, bonuses, stock-based compensation and allocated overhead costs. General and administrative expenses also include external legal, accounting, professional services fees, software services dedicated for use by the Company’s general and administrative functions, travel, insurance, and other corporate and administrative expenses.

Sales and Marketing Costs

Sales and marketing expenses consist primarily of personnel-related costs for the Company’s business development, sales and marketing staff, including salaries, benefits, bonuses, commissions, stock-based compensation, and allocated overhead costs. Sales and marketing expenses also include travel expenses and other expenses associated with the Company’s marketing and business development programs.

Advertising Costs

The Company expenses advertising costs as incurred. During the six months ended June 30, 2026 and 2025, advertising expense is immaterial to the unaudited condensed financial statements.

Stock Based Compensation

The Company recognizes stock-based compensation expense on awards granted under the Elroy Air, Inc. 2016 Equity Incentive Plan (the “2016 Plan”). These awards include incentive stock options (“ISOs”) granted to employees as well as nonqualified stock options (“NSOs”) or restricted stock awards (“RSAs”) granted to directors, advisors, consultants, employees, and officers of the Company.

Stock-based compensation expense is recorded for awards based on the grant-date estimated fair value of the awards. Options and restricted stock awards may be granted as time-based awards, performance-based awards, or combinations of time-based and performance-based awards. The Company expenses the fair value of its options to employees and non-employees on a straight-line basis over the associated service period for time-based awards, which is generally the vesting period. The performance-based awards begin their period of ratable vesting at the time that the Company determines that the achievement of the performance thresholds is probable. The Company accounts for forfeitures as they occur and does not estimate forfeitures at the time of the grant. Ultimately, the actual expense recognized over the vesting period will be for only those options and restricted stock awards that vest.

Determination of Fair Value of Common Stock

Since there has been no public market for the Company’s common stock, the fair value of our common stock at the time of each grant of a stock-based award has been determined by the Board of Directors with input from management and valuations prepared by an independent third-party valuation specialist. The third-party valuations are performed in accordance with the guidance outlined in the American Institute of Certified Public Accountants (“AICPA”) Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation.

The Company estimated the fair value of its common stock using valuation methodologies that include an option-pricing method (“OPM”) and a hybrid method, both of which used calibrations to transaction-implied values from fundraising rounds and were further corroborated with income and market approaches to estimate our equity value. Key inputs to the OPM method include the expected life of the award, expected volatility, expected dividend yield, risk-free interest rate, and a discount for lack of marketability.

The hybrid method is a probability-weighted expected return method (“PWERM”). The PWERM applies a scenario-based valuation framework that incorporates the weighted probability of multiple liquidity scenarios based on the probability of the scenario’s occurrence, while also utilizing the OPM method to estimate the allocation of

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

equity value in one or more of the scenarios. Key inputs to the PWERM method include expected time to exit, risk free rate, expected volatility, expected dividend yield, a discount for lack of marketability, and liquidity event scenario probability.

In addition, the Company considers various objective and subjective factors when determining if there were material changes to the fair value of the common stock between the valuation date and grant date including actual operating performance and financial results, current business conditions and projections, the market performance of comparable publicly traded companies, and the U.S. and global capital market conditions.

Capitalized transaction costs

Capitalized transaction costs primarily consist of legal, accounting, financial advisory, and other professional fees incurred that are direct and incremental to the Company’s planned Business Combination. Upon completion of the planned Business Combination, capitalized transactions costs will be netted against proceeds from the Business Combination and recorded as an offset to stockholders’ deficit. During the six months ended June 30, 2026, the Company capitalized $2,096 of transaction costs in capitalized transaction costs on the unaudited condensed balance sheet. In the event the planned Business Combination is terminated, the capitalized transaction costs will be expensed.

Income Taxes

The Company accounts for income taxes in accordance with the asset and liability method of accounting. The Company estimates its current tax expense together with assessing temporary differences resulting from differing treatment of items not currently deductible for tax purposes. These differences result in deferred tax assets and liabilities on the Company’s balance sheets, which are estimated based upon the difference between the financial statement and tax bases of assets and liabilities using the enacted tax rates that will be in effect when these differences reverse. In general, deferred tax assets represent future tax benefits to be received when certain expenses previously recognized in the Company’s statements of operations become deductible expenses under applicable income tax laws or loss or credit carryforwards are utilized. Accordingly, the realization of the Company’s deferred tax assets is dependent on future taxable income against which these deductions, losses, and credits can be utilized.

The Company evaluates the realizability of its deferred tax assets on an annual basis. The Company records a valuation allowance when, based on the weight of available evidence, it expects future taxable income is not likely to support the use of a deduction or credit in that jurisdiction. If certain factors change and the Company determines that the deferred tax assets are realizable at a more-likely-than not level, it will adjust the valuation allowance in the period the determination is made. Changes in the valuation allowance, when recorded, would be included in the Company’s statements of operations. Management’s judgment is required in determining the Company’s valuation allowance recorded against its net deferred tax assets.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. The Company recognizes interest and penalties related to uncertain tax positions, if any, in its provision for income taxes. No such interest or penalties were recognized during the periods presented and the Company had no accruals for interest and penalties as of June 30, 2026 and December 31, 2025. The Company is subject to the Global Intangible Low Taxed Income (“GILTI”) tax in the U.S. and has elected to treat taxes on future GILTI inclusions as current period expense if and when incurred.

Net Loss Per Share Attributable to Common Stockholders

The Company follows the two-class method when computing net loss per common share when instruments are issued that meet the definition of participating securities. The two-class method determines net loss per common share and participating securities according to dividends declared or accumulated and participation rights in undistributed

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

earnings. The two-class method requires loss available to common stockholders for the period to be allocated between common stock and participating securities based upon their respective rights to receive dividends as if all loss for the period had been distributed. In a net loss period, losses are only allocated if such participating securities have contractual obligations to fund such losses.

The Company’s preferred stock are participating securities. The holders of preferred stock are entitled to dividends in preference to common stockholders on an as-converted basis, if declared by the Company. Such dividends are not cumulative. These participating securities do not contractually require the holders of such shares to participate in the Company’s losses. As such, net losses for the periods presented were not allocated to the Company’s participating securities.

Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. The diluted net loss per share is computed by giving effect to all potentially dilutive securities outstanding for the period using the treasury stock method or the if-converted method based on the nature of such securities. Diluted net loss per share is the same as basic net loss per share in periods when the effects of potentially dilutive shares of common stock are anti-dilutive.

Segment Reporting

Operating segments are defined as components of an entity where discrete financial information is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company’s CODM, who is the Chief Executive Officer, reviews financial information on a company-wide basis to make operating decisions, assess performance, and make resource allocation decisions, leading to decisions related to resource allocations in relation to profit and loss. Accordingly, the Company has determined that it has one operating segment.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Improvements to Income Tax Disclosures. ASU 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The new standard is effective for annual periods beginning after December 15, 2024 for public business entities and after December 15, 2025 for all other entities, with early adoption permitted. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. The Company adopted ASU 2023-09 for the year ended December 31, 2025, and applied it retrospectively to periods presented. The adoption of ASU 2023-09 did not have a material impact on the Company’s financial position, results of operations, or cash flows.

In March 2024, the FASB issued Accounting Standards Update 2024-02 (“ASU 2024-02”), Codification Improvements — Amendments to Remove References to the Concepts Statements, which removes various references to concepts statements from the FASB Accounting Standards Codification as they were deemed to be extraneous and not required to understand or apply the guidance. The amendments in this update are effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025, with early application permitted. The Company adopted ASU 2024-02 on January 1, 2026. The adoption did not have a material impact on the Company’s unaudited condensed financial statements.

In July 2025, the FASB issued Accounting Standards Update 2025-05 (“ASU 2025-05”), Financial Instruments — Credit Losses, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient for the development of reasonable and supportable forecasts when estimating expected credit losses on current accounts receivables and current contract assets arising from revenue transactions accounted for under Topic ASC 606, Revenue from Contracts with Customers. Under this practical expedient, entities may elect to assume that current conditions as of the balance sheet date do not change for the remaining life

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NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

of the asset. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. The Company adopted ASU 2025-05 on January 1, 2026 and elected the practical expedient. The adoption did not have a material impact on the Company’s unaudited condensed financial statements.

Recently Issued Accounting Pronouncements

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-06 (“ASU 2023-06”), Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative, which incorporates certain SEC disclosure requirements into the FASB Accounting Standards Codification (“ASC”). The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of ASC topics, allow investors to more easily compare entities subject to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the ASC with the SEC’s regulations. The effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation or Regulation becomes effective, with early adoption prohibited. The amendments in this ASU should be applied prospectively. The Company does not expect ASU 2023-06 will have a material impact on its financial statements.

In November 2024, the FASB issued Accounting Standards Update 2024-03 (“ASU 2024-03”), Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. In January 2025, the FASB issued ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures, which amends the effective date of ASU 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted. The Company is currently evaluating the impact of this guidance on its financial statements.

In May 2025, the FASB issued Accounting Standards Update 2025-03 (“ASU 2025-03”), Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity, which amends guidance in ASC 805, Business Combinations and ASC 810, Consolidation related to determining the accounting acquirer in a business combination when the legal acquiree is a variable interest entity (“VIE”). The update removes the previous requirement that the primary beneficiary of a VIE is automatically the accounting acquirer. Instead, entities must apply the general factors in ASC 805-10-55-12 through 55-15 when the transaction is primarily effected by exchanging equity interests, regardless of whether the legal acquiree is a VIE. This change allows certain transactions, including those involving VIEs, to be accounted for as reverse acquisitions when appropriate. The ASU is applied prospectively to all business combinations with acquisition dates occurring on or after the date of initial application. ASU 2025-03 applies to all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted in interim or annual reporting periods in which financial statements have not yet been issued (or made available for issuance). The Company is currently evaluating the impact of this guidance on its financial statements.

In May 2025, the FASB issued Accounting Standards Update 2025-04 (“ASU 2025-04”). Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606) — Clarifications to Share-Based Consideration Payable to a Customer. The amendments in this ASU revise the master glossary definition of the term performance condition for share-based consideration payable to a customer. Further, the amendments in this ASU clarify that share-based consideration encompasses the same instruments as share-based payment arrangements but the grantee does not need to be a supplier of goods or services to the grantor. Finally, the amendments in this ASU clarify that a grantor should not apply the guidance in Topic 606 on constraining estimates of variable consideration to share-based consideration payable to a customer. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements.

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

In September 2025, the FASB issued Accounting Standards Update 2025-06 (“ASU 2025-06”), Intangibles — Goodwill and Other — Internal-Use Software: (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, that updates the accounting guidance for internal-use software costs by removing references to prescriptive and sequential development stages of a project and replacing them with new criteria used in determining when to start capitalizing software costs. Under the new guidance, capitalization begins when management authorizes and commits to funding the software project and it is probable the project will be completed, and the software will be used to perform the intended function. The new guidance also clarifies that capitalized internal-use software costs are subject to the property, plant, and equipment disclosure requirements. ASU 2025-06 is effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, with early adoption permitted. The guidance may be applied prospectively, retrospectively, or using a modified retrospective basis that is based on the status of the project and whether software costs were capitalized before the date of adoption. The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.

In December 2025, the FASB issued Accounting Standards Update 2025-10 (“ASU 2025-10”), Government Grants (Topic 832). ASU 2025-10 provides guidance on how business entities should recognize, measure, and present government grants received by prescribing an accounting model based on the main principles in IAS 20, defining a government grant as a transfer of a monetary or tangible nonmonetary asset, other than an exchange transaction, from a government to a business entity, providing a recognition threshold under which a grant is recognized when both (1) it is probable that the entity will comply with the grant’s conditions and that the grant will be received, and (2) the entity meets the specific recognition guidance for a grant related to an asset or a grant related to income. Additionally, ASU 2025-10 leverages existing disclosure requirements in ASC 832 for annual periods. ASU 2025-10 is effective for fiscal years beginning after December 15, 2028 for public business entities and December 15, 2029 for all other entities and interim reporting periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.

In December 2025, the FASB issued Accounting Standards Update 2025-11 (“ASU 2025-11”), Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies that the interim reporting requirements in Topic 270 apply to all entities that issue interim financial statements prepared in accordance with U.S. GAAP and consolidates such requirements within Topic 270. The amendments provide a comprehensive list within Topic 270 of required interim disclosures, establish a principle requiring disclosure of events or changes occurring after the end of the most recent annual reporting period that have a material impact on interim results and clarifies the form and content requirements applicable to interim financial statements. ASU 2025-11 will be effective for interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. ASU 2025-11 can be applied on a prospective or retrospective basis to any or all prior periods presented in the financial statements. The Company is in the process of evaluating the impact of this guidance on its financial statements; however, the Company does not expect that it will affect its financial position, results of operations, or cash flows.

In December 2025, the FASB issued Accounting Standards Update 2025-12 (“ASU 2025-12”), Codification Improvements, which makes changes to the Accounting Standards Codification that clarify, correct errors, or make minor improvements and make ASCs easier to understand and apply. The amendments in this ASU are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. This ASU may be adopted prospectively or retrospectively, except as to the clarification of the calculation of earnings per share when a loss from continuing operations exists which must be adopted retrospectively. All other codification improvements may be adopted prospectively or retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of this guidance on its financial statements and related disclosures.

In April 2026, the FASB issued Accounting Standards Update 2026-01 (“ASU 2026-01”), Equity (Topic 505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. ASU 2026-01 clarifies how issuers initially measure paid-in-kind (“PIK”) dividends on equity-classified preferred stock by requiring issuers to

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

2.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)

use the PIK dividend rate stated in the preferred stock agreement. The amendments in ASU 2026-01 are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, with early adoption permitted. Entities may apply the amendments on either a prospective basis or a modified retrospective basis for equity-classified preferred stock instruments that are outstanding as of the initial application date. The Company is currently evaluating the impact of this guidance on its financial statements.

3.      REVENUE RECOGNITION

Disaggregation of revenue

The Company disaggregates revenue from contracts with customers by customer-type. These categories represent how the nature, timing and uncertainty of revenues and cash flows are affected. The Company’s disaggregated revenues by customer-type were as follows:

		Six Months Ended June 30,
		2026			2025
U.S. government agencies(1)		$	808		$	1,511
Non-U.S. government customers(1)			3,734			—
Total revenues		$	4,542		$	1,511

____________

(1)      All U.S. and non-U.S. government contracts during the period were fixed price contracts.

During the six months ended June 30, 2026, based on the contractual performance obligations, $3,734 of the Company’s revenue was recognized at a point in time and $808 was recognized over time. During the six months ended June 30, 2025, all of the Company’s revenue was recognized over time and the Company did not have any point in time revenue recognition.

During the six months ended June 30, 2026 the Company recognized revenue derived from sources outside of the United States. The Company’s disaggregated revenues by geography were as follows:

		Six Months Ended June 30,
		2026			2025
United States		$	808		$	1,511
Japan			3,734			—
Total revenues		$	4,542		$	1,511

Remaining performance obligations

As of June 30, 2026, the aggregate amount of the transaction price allocated to the remaining performance obligations was $47, all of which will be recognized over the next 12 months. Although remaining performance obligations reflect business that is considered to be legally binding, terminations, deferrals, or scope adjustments may occur. Any known project cancellations, revisions to scope and cost, and project deferrals are reflected or excluded in the remaining performance obligation balance, as appropriate.

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

3.      REVENUE RECOGNITION (cont.)

Contract balances

The following table presents contract balances:

		As of:
		June 30, 2026			December 31, 2025			December 31, 2024
Accounts receivable, net		$	106		$	44		$	102
Unbilled receivables			58			46			341
Deferred revenue			—			1,882			307

Revenue recognized during the six months ended June 30, 2026 and June 30, 2025 from amounts included in deferred revenue at the beginning of the period was $1,882 and $161, respectively.

4.      OTHER CURRENT ASSETS

Other current assets consisted of the following:

		As of:
		June 30, 2026			December 31, 2025
Prepaid expenses		$	791		$	616
Unbilled receivables			58			46
Prepayment Option Derivative			148			—
Other current assets			55			3
Other current assets		$	1,052		$	665

5.      OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following:

		As of:
		June 30, 2026			December 31, 2025
Accrued professional fees and expenses		$	2,068		$	15
Other accrued expenses			37			627
Other current liabilities		$	2,105		$	642

6.      PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

		As of:
		June 30, 2026				December 31, 2025
Vehicles		$	208			$	208
Machinery and equipment			827				827
Leasehold improvements			109				109
Construction in progress			531				519
Total property and equipment			1,675				1,663
Less: Accumulated depreciation			(984	)			(839	)
Property and equipment, net		$	691			$	824

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

6.      PROPERTY AND EQUIPMENT, NET (cont.)

Depreciation expense for the six months ended June 30, 2026 and 2025 was $144 and $175, respectively.

During the six months ended June 30, 2025, the Company disposed of property and equipment that was being held at the South San Francisco lease location as part of the Company’s exit of the lease (refer to Note 8. Leases). As a result of the disposal of assets, the Company recorded a loss of $265 included in other expense, net on the unaudited condensed statement of operations for the six months ended June 30, 2025.

7.      DEBT

Venture Debt Term Loan

On March 28, 2019, the Company entered into a Loan and Security Agreement (the “Loan Agreement”) with Silicon Valley Bank (“SVB”), later amended on November 3, 2020 and May 31, 2022. The latest amendment provides for borrowings of up to $5,000 in aggregate principal through non-revolving term loan advances. Each term loan advance bears interest at a floating per annum rate equal to the prime rate, subject to a floor of 3.50%. The term loan advances are to be repaid through 30 monthly payments of equal principal, plus accrued and unpaid interest, and mature no later than September 1, 2025. Additionally, as part of the Loan Agreement, the Company issued warrants to SVB to purchase shares of common stock. These warrants remain outstanding as of June 30, 2026. Refer to Note 12. Warrants for additional information regarding these warrants. On July 10, 2025, the Company fully repaid the outstanding term loan advances under the Loan Agreement. The $459 repayment included the principal amounts of the outstanding term loan, accrued interest, and applicable prepayment premiums. All obligations under the Loan Agreement were terminated. Interest expense recognized related to the term loan was $38 for the six months ended June 30, 2025.

Prologis Promissory Note

On August 21, 2025, the Company entered into a promissory note with Prologis 2, L.P. (“Prologis”) for the conversion of outstanding lease payables to debt (the “Prologis Promissory Note”). The Prologis Promissory Note has a principal amount of $384 and bears interest at the rate of zero percent per annum. The Prologis Promissory Note is to be repaid through 48 monthly payments of equal principal and mature on August 31, 2029. No gain or loss was recognized as part of the lease payables restructuring. The Company may prepay the note in whole or in part at any time without penalty.

The Prologis Promissory Note contains one embedded feature accounted for separately as a derivative asset (the “Prepayment Option Derivative”). The Company fully repaid the note on July 1, 2026 (Note 19. Subsequent Events) at a discount of $148 and the value of the embedded Prepayment Option Derivative approximated the discount amount of $148 as of June 30, 2026.

No interest expense was recognized related to the Prologis Promissory Note for the six months ended June 30, 2026.

May 2026 Promissory Notes

On May 15, 2026, the Company issued the promissory notes to ten unrelated third-party investors and four related party investors for a cumulative amount of $4,050 including $600 with related parties (the “May 2026 Promissory Notes”). Each individual May 2026 Promissory Note contains a 12% stated interest rate compounded daily which is automatically increased to 18% if the respective May 2026 Promissory Note remains outstanding and unpaid as of the maturity date. Each May 2026 Promissory Note matures on February 15, 2027. Under the May 2026 Promissory Note, the Company may unilaterally elect to extend the maturity date by thirty days. Further, each May 2026 Promissory Note contains mandatory redemption provisions, whereby upon the occurrence of certain events, the Company must repay the outstanding balance of the May 2026 Promissory Note in cash, at a specified payoff amount above par. The May 2026 Promissory Notes represent financial instruments as the May 2026 Promissory Notes both impose on the Company a contractual obligation to deliver cash to the investors of the instruments and convey to the investors a contractual right to receive cash from the Company. The May 2026 Promissory Notes were entered into apart from any other financial instruments or equity transactions, and therefore, are freestanding financial instruments. The

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

7.      DEBT (cont.)

Company elected to account for the May 2026 Promissory Notes under the fair value option based on their short-term maturity. Under the fair value option, the Company initially accounted for the May 2026 Promissory Notes at fair value of $4,534. Additionally, under the fair value option, the Company expensed the issuance costs related to the May 2026 Promissory Notes. The change in fair value and interest expense of the May 2026 Promissory Notes for the six months ended June 30, 2026 was $140 and is included within change in fair value of short-term debt on the unaudited condensed statement of operations.

The Company settled $2,497 on June 30, 2026, of which $731 was repaid to related parties. Of the $2,497 settled, $2,050 related to the principal balance, $31 related to accrued interest, and $416 related to the 20% premium on principal and interest. As of June 30, 2026, there was no remaining May 2026 Promissory Note balance payable to related parties. The Company fully repaid the remaining balance of the May 2026 Promissory Notes on July 1, 2026 (Note 19. Subsequent Events).

The following table presents the Company’s outstanding debt:

							As of:
		Effective Interest Rate			Maturity (calendar year)		June 30, 2026			December 31, 2025
May 2026 Promissory Notes		12.7	%		2027		$	2,308		$	—
Total short-term debt							$	2,308		$	—
Prologis Promissory Note		0.0	%		2029			296			344
Total long-term debt							$	296		$	344
Current portion of long-term debt							$	96		$	96
Non-current portion of long-term debt							$	200		$	248

The following table summarizes the future principal payments on debt outstanding as of June 30, 2026:

Years ending December 31,		Amount
2026 (remainder of the year)		$	40
2027			2,096
2028			96
2029			64
2030			—
Thereafter			—
Total		$	2,296

8.      LEASES

The Company had operating leases for three facilities during the reporting periods.

Byron Lease

The Company subleases Buildings 3 and 4 at Byron Field Airport, totaling about 13,023 square feet in hangar and office space. The lease commenced on July 22, 2022, and the term was later amended on February 29, 2024, to expire on July 31, 2027. The monthly base rent for Building 3 ranged from $14 in the earlier portion of the lease term to $15 in the later portion of the lease term. Building 4 is a temporarily subleased premise, and the Company had month-to-month payments beginning November 1, 2023. The monthly base rent for Building 4 is $12. The Company has determined that the lease components related to the Byron lease are Buildings 3 and 4, while the non-lease component is the common area maintenance. However, the Company has elected the practical expedient to account for each of the lease components and associated non-lease component as a single lease component.

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

8.      LEASES (cont.)

The sublease agreement contains two renewal options of two years each and a termination provision that states the lessee may terminate the agreement at the end of three years with prior written notice at 30 months. At sublease commencement, the Company was not reasonably certain to exercise the renewal or termination options.

Upon lease commencement, the Company recognized an initial lease liability and right-of-use asset of $627.

South San Francisco Lease

The Company leased a portion of a building in South San Francisco totaling approximately 26,733 square feet. The lease commenced on September 1, 2021, and had an original lease term of 24 months with an option to revert to month-to-month at the end of the term. The monthly rent payment consisted of base rent of $40 as well as a monthly fixed operating expense payment of $5, which increased 2.4% annually, and taxes. Upon lease commencement, the Company recognized an initial lease liability and right-of-use asset of $958.

In the first amendment dated June 22, 2023, the lease term was extended for five years and three months, such that the expiration date was amended to be September 30, 2028. The lease agreement was also amended to include an additional 25,830 square feet of rentable space, increasing the total premise to approximately 52,563 square feet. The monthly rent under the first amendment consisted of base rent of $92 and the monthly fixed operating expense payment of $11, which increased 4.3% annually, and taxes. Following the first amendment of the lease agreement, the Company was granted the option to terminate the lease by giving nine months’ prior notice. If the Company were to exercise the termination option, a termination fee calculated as the number of months remaining after the termination date multiplied by the monthly amortization amount of $3 would be paid by the Company. Due to the termination fee, the Company was reasonably certain not to exercise the termination option.

In the second amendment dated December 11, 2024, the Company relinquished approximately 34,630 square feet of rented space, with the remaining premise totaling 17,933 square feet. The monthly rent under the second amendment consisted of base rent of $24 and the monthly fixed operating expense payment of $4, which increased 3.75% annually. As a result of the second amendment, the Company recorded a $376 gain on the lease modification. The Company also held an arrears balance of $384 when the lease was terminated on May 31, 2025 representing outstanding balances of monthly base rent, monthly fixed operating expenses, and other payments that were owed by the Company.

On August 21, 2025, the Company entered into an agreement with the lessor to convert the outstanding arrears balance to a promissory note. Refer to Note 7. Debt for more information on the lease conversion.

Kratos Sacramento Manufacturing Facility

The Company entered into a development and manufacturing agreement (the “Development and Manufacturing Agreement”) with Kratos Unmanned Aerial Systems (“Kratos”) effective as of August 22, 2025, which established a collaborative framework for the Chaparral unmanned aerial vehicle (“UAV”) program. Under this agreement, the Company and Kratos would jointly develop, manufacture, test, market, and field the Company’s Chaparral UAV systems.

At contract inception, the agreement contained an obligation that requires the use of an identified asset by Kratos in the form of a specific, dedicated portion of Kratos Sacramento manufacturing facility and certain equipment reserved exclusively for the Company’s Chaparral program. This embedded lease was determined to be an operating lease. As of June 30, 2026, the lease commencement had not occurred as the dedicated portion of the Kratos’ Sacramento manufacturing facility and equipment had not yet been made available for the Company’s operational use under the arrangement. The lease term will commence when the dedicated facility and equipment are made available for such use. The lease term extends five years after the first delivery of the Chaparral production units, consistent with the agreement’s manufacturing duration. The lease component does not contain fixed or in-substance fixed minimum lease payments. There are no renewal or early termination options granted to either party under the Development and Manufacturing Agreement.

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

8.      LEASES (cont.)

Because lease commencement had not yet occurred as of June 30, 2026, the Company did not recognize a right-of-use asset or a lease liability related to the embedded lease. The Company evaluated the research and development activities performed pursuant to the Development and Manufacturing Agreement separately from the embedded lease arrangement.

Lease Costs

The Company’s lease costs consisted of operating lease expenses of $161 and $395 for the six months ended June 30, 2026 and 2025.

The weighted average remaining lease term and discount rate for operating leases as of June 30, 2026 and December 31, 2025 were as follows:

		As of:
		June 30, 2026			December 31, 2025
Lease term		1.08			1.58
Discount rate		11.7	%		11.7	%

The future minimum operating lease payments as of June 30, 2026, are as follows:

Years ending December 31,		Amount
2026 (remainder of the year)		$	162
2027			189
2028			—
2029			—
2030			—
Thereafter			—
Total future minimum lease payments			351
Less: present value discount			23
Present value of lease liabilities			328
Less: current portion			304
Long term portion		$	24

The Company made fixed cash payments related to operating leases of $159 and $296, for the six months ending June 30, 2026 and 2025, respectively.

9.      COMMITMENTS, CONTINGENCIES, AND INDEMNIFICATION

Liabilities for loss contingencies arising from claims, disputes, legal proceedings, fines and penalties, and other sources are recorded when it is probable that a liability has been or will be incurred, and the amount of the liability can be reasonably estimated. When only a range of a possible loss can be established, the most probable amount in the range is accrued. If no amount within the range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. Legal costs incurred in connection with loss contingencies are expensed as incurred. Recoveries of such legal costs from insurance policies are recorded as an offset to legal expenses in the period they are received. The accrual for a litigation loss contingency might include, for example, estimates of potential damages and other directly related costs expected to be incurred.

In the ordinary course of business, the Company enters into various agreements containing standard indemnification provisions. The Company’s indemnification obligations under such provisions are typically in effect from the date of execution of the applicable agreement through the end of the applicable statute of limitations. The aggregate maximum

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

9.      COMMITMENTS, CONTINGENCIES, AND INDEMNIFICATION (cont.)

potential future liability of the Company under such indemnification provisions is uncertain. As of June 30, 2026 and December 31, 2025, no amounts have been accrued related to such indemnification provisions. The Company is, and from time to time may be, a party to claims and legal proceedings arising in the normal course of business. Based on information currently available, the Company does not believe that the ultimate resolution of these matters, individually or in the aggregate, is reasonably possible to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

10.    REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT

Voting Common Stock

As of June 30, 2026 and December 31, 2025, the Company had 269,130,000 shares of $0.0001 par value voting common stock (“Common Stock”) authorized, 6,620,514 and 5,836,828 shares of Common Stock issued and outstanding, respectively. Each holder of the Company’s Common Stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors.

As of June 30, 2026 and December 31, 2025, 262,509,486 and 263,293,172 shares of Common Stock were reserved for the conversion of preferred stock and exercise of stock options and warrants.

Non-Voting Common Stock

As of June 30, 2026 and December 31, 2025, the Company had 161,640,946 shares of $0.0001 par value non-voting common stock (“Non-Voting Common Stock”) authorized. No shares of Non-Voting Common Stock were issued and outstanding as of June 30, 2026 and December 31, 2025.

The Company’s Common Stock as of June 30, 2026 and December 31, 2025 consisted of the following:

		As of:
		June 30, 2026				December 31, 2025
		Shares Authorized		Shares Issued and Outstanding		Shares Authorized		Shares Issued and Outstanding
Voting Common (CS) Stock		269,130,000		6,620,514		269,130,000		5,836,828
Non-Voting Common (CSNV) Stock		161,640,946		—		161,640,946		—
Total		430,770,946		6,620,514		430,770,946		5,836,828

Redeemable Convertible Preferred Stock

The Company’s certificate of incorporation, as amended, designates and authorizes the Company to issue 195,854,688 shares of voting preferred stock at a par value of $0.0001 (the “Voting Preferred Stock”) and 161,640,946 shares of non-voting preferred stock at a par value of $0.0001 (the “Non-Voting Preferred Stock”). No shares of Non-Voting Preferred Stock were issued and outstanding as of June 30, 2026 and December 31, 2025.

Of the authorized Voting Preferred Stock of the Company, 2,900,986 shares are designated as Series Seed Preferred Stock, 355,239 shares designated as Series Seed-1 Preferred Stock, 473,624 shares designated as Series Seed-2 Preferred Stock, 1,115,359 shares designated as Series Seed-3 Preferred Stock, 4,998,800 shares designated as Series A-1 Preferred Stock, 1,670,111 shares designated as Series A-2 Preferred Stock, 6,165,973 shares designated as Series AA Preferred Stock, 1,408,746 shares designated as Series AA-1 Preferred Stock, 13,950 shares designated

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

10.    REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (cont.)

as Series AA-2 Preferred Stock, 207,508 shares designated as Series AA-3 Preferred Stock, 14,422,863 shares designated as Series AAA Preferred Stock, 480,583 shares designated as Series AAA-1 Preferred Stock, 51,640,946 shares designated as Series A Prime Preferred Stock, and 110,000,000 shares designated as Series Seed Prime Preferred Stock.

Of the authorized Non-Voting Preferred Stock of the Company, 51,640,946 shares are designated as Series A Prime Non-Voting Preferred Stock, and 110,000,000 shares are designated Series Seed Prime Non-Voting Preferred Stock.

Redeemable convertible preferred stock as of June 30, 2026 and December 31, 2025 consisted of the following:

								As of June 30, 2026 and December 31, 2025
		Original Issue Price			Conversion Price			Shares Authorized		Shares Issued and Outstanding		Aggregate Liquidation Preference
Series Seed-1 Preferred Stock		$	1.407500		$	1.331100		355,239		355,239		499,999
Series Seed-2 Preferred Stock			1.689100			1.507200		473,624		473,624		799,998
Series Seed-3 Preferred Stock			1.882800			1.628400		1,115,359		1,115,359		2,099,998
Series Seed Preferred Stock			2.092000			1.759200		2,900,986		2,760,116		5,774,163
Series A-1 Preferred Stock			1.250300			1.250300		4,998,800		4,938,815		6,175,000
Series A-2 Preferred Stock			1.062800			1.062800		1,670,111		1,655,998		1,759,995
Series AA-1 Preferred Stock			3.549200			3.549200		1,408,746		1,394,660		4,949,927
Series AA-2 Preferred Stock			3.584190			3.584190		13,950		13,950		49,999
Series AA-3 Preferred Stock			3.373350			3.373350		207,508		207,508		699,997
Series AA Preferred Stock			4.216690			4.216690		6,165,973		6,165,973		25,999,997
Series AAA Preferred Stock			4.361100			4.361100		14,422,863		10,897,211		47,523,827
Series AAA-1 Preferred Stock			3.641400			3.641400		480,583		480,583		1,749,995
Series A Prime Preferred Stock			0.232374			0.232374		51,640,946		51,461,838		11,958,393
Series Seed Prime Preferred Stock			0.000100			0.000100		110,000,000		109,999,998		11,000
Series A Prime Non-Voting Preferred Stock			0.232374			0.232374		51,640,946		—		—
Series Seed Prime Non-Voting Preferred Stock			0.000100			0.000100		110,000,000		—		—
Total								357,495,634		191,920,872		110,052,288

The redeemable convertible preferred stock has the following rights and preferences:

Voting Rights

The holders of each share of redeemable convertible preferred stock are entitled to the number of votes equal to the number of shares of Common Stock into which such shares of redeemable convertible preferred stock could be converted. With respect to such vote, the holders have full voting rights and powers equal to the voting rights and powers of common stock. Except as provided by law or by the other provisions of the Amended and Restated Certificate of Incorporation, holders of redeemable convertible preferred stock shall vote together with the holders of Common Stock as a single class and on an as-converted to Common Stock basis.

Shares of Non-Voting Preferred Stock have no voting rights except to the minimal extent specifically required by non-waivable provisions under the General Corporation Law of the State of Delaware (the “General Corporation Law”).

As long as at least 1,381,977 shares of Series Seed Preferred Stock remain issued and outstanding, as adjusted for any stock dividends, stock splits, combinations, or other similar recapitalizations with respect to the Series Seed Preferred Stock, the holders of the shares of Series Seed Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, are entitled to elect one director of the Company (the “Series Seed Preferred Director”).

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

10.    REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (cont.)

As long as at least 7,544,000 shares of Series AAA Preferred Stock remain issued and outstanding, as adjusted for any stock dividends, stock splits, combinations, or other similar recapitalizations with respect to the Series AAA Preferred Stock, the holders of the shares of Series AAA Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, are entitled to elect one director of the Company (the “Series AAA Preferred Director”).

As long as 21,517,066 shares of Series A Prime Preferred Stock remain issued and outstanding, as adjusted for any stock dividends, stock splits, combinations, or other similar recapitalizations with respect to the Series A Prime Preferred Stock, the holders of the shares of Series A Prime Preferred Stock, voting together as a single class on an as-converted to Common Stock basis, are entitled to elect two directors of the Company (the “Series A Prime Preferred Directors”) and with the Series Seed Preferred Director and Series AAA Preferred Director, each, a “Preferred Director”).

The holders of the shares of Common Stock, exclusively and as a separate class (excluding any shares of Common Stock issued or issuable upon conversion of Preferred Stock), are entitled to elect two directors of the Company. Any director elected may be removed without cause by the affirmative vote of the holders of the shares of the class or series of capital stock entitled to elect such director or directors, given either at a special meeting of such stockholders duly called for that purpose or pursuant to a written consent of stockholders. If the holders of shares of Series Seed Preferred Stock, Series AAA Preferred Stock, or Common Stock, fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors, voting exclusively and as a separate class, then any directorship not so filled shall remain vacant until such time as the holders of the Series Seed Preferred Stock, Series AAA Preferred Stock, or Common Stock, elect a person to fill such directorship by vote or written consent in lieu of a meeting; and no such directorship may be filled by stockholders of the Company other than by the stockholders of the Company that are entitled to elect a person to fill such directorship, voting exclusively and as a separate class. The holders of record of the shares of Common Stock and of any other class or series of voting stock (including the redeemable convertible preferred stock), exclusively and voting together as a single class, are entitled to elect the balance of the total number of directors of the Company.

Dividends

The holders of the redeemable convertible preferred stock are entitled to receive a dividend on each outstanding share of redeemable convertible preferred stock in an amount at least equal to (i) in the case of a dividend on Common Stock or any class or series that is convertible into Common Stock, that dividend per share of redeemable convertible preferred stock as would equal the product of (A) the dividend payable on each share of such class or series determined, if applicable, as if all shares of such class or series had been converted into Common Stock and (B) the number of shares of Common Stock issuable upon conversion of a share of redeemable convertible preferred stock, in each case calculated on the record date for determination of holders entitled to receive such dividend or (ii) in the case of a dividend on any class or series that is not convertible into Common Stock, at a rate per share of redeemable convertible preferred stock determined by (A) dividing the amount of the dividend payable on each share of such class or series of capital stock by the original issuance price of such class or series of capital stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to such class or series) and (B) multiplying such fraction by an amount equal to the applicable Original Issue Price; provided that, if the Company declares, pays or sets aside, on the same date, a dividend on shares of more than one class or series of capital stock of the Company, the dividend payable to the holders of redeemable convertible preferred stock shall be calculated based upon the dividend on the class or series of capital stock that would result in the highest redeemable convertible preferred stock dividend.

Conversion

Each share of Voting Preferred Stock is convertible, at the option of the holder, at any time without the payment of additional consideration by the holder, into such number of fully paid and non-assessable shares of Common Stock as determined by dividing the applicable Original Issue Price by the applicable Conversion Price in effect at the time of conversion.

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

10.    REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (cont.)

Each share of Non-Voting Preferred Stock is convertible, at the option of the holder, at any time after the date of issuance of such share into such number of fully paid and nonassessable shares of Non-Voting Common Stock as determined by dividing the applicable Original Issue Price by the applicable Conversion Price for such series of Non-Voting Preferred Stock in effect on the date the certificate is surrendered for conversion.

The Company shall at all times when the redeemable convertible preferred stock is outstanding, reserve and keep available out of its authorized but unissued capital stock, for the purpose of effecting the conversion of the redeemable convertible preferred stock, such number of its duly authorized shares of Common Stock sufficient to effect the conversion of all outstanding redeemable convertible preferred stock. If at any time the number of authorized but unissued shares of Common Stock is not sufficient to effect the conversion of all then outstanding shares of the redeemable convertible preferred stock, the Company shall take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares sufficient for such purposes, including, without limitation, engaging in best efforts to obtain the requisite stockholder approval of any necessary amendment to the Amended and Restated Certificate of Incorporation. Before taking any action which would cause an adjustment reducing the Conversion Price (as defined in the Company’s Amended and Restated Certificate of Incorporation) below the then par value of the shares of Common Stock issuable upon conversion of the redeemable convertible preferred stock, the Company will take any corporate action which may, in the opinion of its counsel, be necessary in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock at such adjusted Conversion Price.

Any shares of redeemable convertible preferred stock that are converted shall be retired and cancelled and may not be reissued as shares of such series, and the Company may take such appropriate action (without the need for stockholder action) as may be necessary to reduce the authorized number of shares of redeemable convertible preferred stock accordingly.

Upon either (a) the closing of the sale of shares of Common Stock to the public in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, resulting in at least $40,000,000 of gross proceeds to the Company and in connection with such offering the Common Stock is listed for trading on the Nasdaq Stock Market’s National Market, the New York Stock Exchange or another exchange or marketplace approved by the Board of Directors, including at least one Preferred Director or (b) the date and time, or the occurrence of an event, specified by vote or written consent of the Requisite Holders (the time of such closing or the date and time specified or the time of the event specified in such vote or written consent is referred to herein as the “Mandatory Conversion Time”’), then (i) all outstanding shares of Voting Preferred Stock shall automatically be converted into shares of Common Stock and all outstanding shares of Non-Voting Preferred Stock shall automatically be converted into shares of Non-Voting Common Stock, at the then effective conversion rate and (ii) such shares may not be reissued by the Company.

In the event that any holder of shares of Series Seed Preferred Stock, Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series Seed-3 Preferred Stock, Series A-l Preferred Stock, Series A-2 Preferred Stock, Series AA Preferred Stock, Series AA-1 Preferred Stock, Series AA-2 Preferred Stock, Series AA-3 Preferred Stock, Series AAA Preferred Stock, and Series AAA-1 Preferred Stock (each, a “Preferred Holder”) (x) did not participate in the Qualified Financing (as defined in the Company’s Amended and Restated Certificate of Incorporation) by purchasing in the aggregate, in such Qualified Financing and within the time period specified by the Company, such Preferred Holder’s Pro Rata Amount or (y) converts any share of Preferred Stock into shares of Common Stock, then each and every share of capital stock of the Company held by such Preferred Holder automatically and without any further action on the part of such Preferred Holder, converted into one one-hundred eleven and a half (1/111.5) of a share of Common Stock at the applicable Conversion Price in effect immediately prior to the consummation of the Qualified Financing, effective upon, subject to, and concurrently with, the consummation of the Qualified Financing. For purposes of determining the number of shares of Preferred Stock owned by a Preferred Holder, and for determining the number of Offered Securities (as defined in the Company’s Amended and Restated Certificate of Incorporation) a Preferred Holder of Preferred Stock has purchased in a Qualified Financing, shares of Preferred

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

10.    REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (cont.)

Stock held by Affiliates of such Preferred Holder shall not be aggregated with such Preferred Holder’s shares and Offered Securities purchased by Affiliates of such Preferred Holder shall not be aggregated with the Offered Securities purchased by such Preferred Holder. Such conversion is referred to as a “Special Mandatory Conversion.”

In connection with the Series A Prime Preferred Stock issuance, the Special Mandatory Conversion feature became applicable to all existing Preferred Holders. On November 10, 2025, 250,758 shares of Voting Preferred Stock held by existing Preferred Holders that did not participate in the Qualified Financing were converted into 2,482 shares of Voting Common Stock based on the applicable Conversion Price. The Special Mandatory Conversion was treated as an extinguishment of the carrying value of the non-participating existing Preferred Holders. Accordingly, the Company derecognized $529 of Redeemable Convertible Preferred Stock and recognized Voting Common Stock, resulting in a $2 increase to additional paid-in capital and a $527 decrease to accumulated deficit during the year ended December 31, 2025.

Liquidation

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the holders of redeemable convertible preferred stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, and in the event of a Deemed Liquidation Event (as defined in the Company’s Amended and Restated Certificate of Incorporation), the holders of shares of redeemable convertible preferred stock then outstanding shall be entitled to be paid out of the consideration payable to stockholders in such Deemed Liquidation Event or out of the Available Proceeds (as defined in the Company’s Amended and Restated Certificate of Incorporation), on a pari passu basis, as applicable before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount per share equal to the greater of (i) one times the applicable Original Issue Price, plus any dividends declared but unpaid thereon, or (ii) such amount per share as would have been payable had all shares of redeemable convertible preferred stock been converted into Common Stock immediately prior to such liquidation, dissolution, winding up or Deemed Liquidation Event. If upon any such liquidation, dissolution or winding up of the Company or Deemed Liquidation Event, the assets of the Company available for distribution to its stockholders are insufficient to pay the holders of shares of Series Preferred the full amount to which they shall be entitled under this Subsection 2.1, the holders of shares of redeemable convertible preferred stock shall share ratably in any distribution of the assets available for distribution in proportion to the respective amounts which would otherwise be payable in respect of the shares held by them upon such distribution if all amounts payable on or with respect to such shares were paid in full.

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, after the payment in full of all Liquidation Amounts (as defined in the Company’s Amended and Restated Certificate of Incorporation) required to be paid to the holders of shares of redeemable convertible preferred stock, the remaining assets of the Company available for distribution to its stockholders or, in the case of a Deemed Liquidation Event, the consideration not payable to the holders of shares of redeemable convertible preferred stock or the remaining Available Proceeds (as defined in the Company’s Amended and Restated Certificate of Incorporation), shall be distributed among the holders of shares of Common Stock, pro rata based on the number of shares held by each holder.

Redemption

In the event of a Deemed Liquidation Event, if the Company does not effect a dissolution of the Company under the General Corporation Law within 90 days after such Deemed Liquidation Event, then (i) the Company shall send a written notice to each holder of redeemable convertible preferred stock no later than the 90th day after the Deemed Liquidation Event advising such holders of their right (and the requirements to be met to secure such right) pursuant to the terms of the following clause; (ii) to require the redemption of such shares of redeemable convertible preferred stock, and (iii) if the Requisite Holders so request in a written instrument delivered to the Company not later than 120 days after such Deemed Liquidation Event, the Company shall use the consideration received by the Company for such Deemed Liquidation Event (net of any retained liabilities associated with the assets sold or technology licensed,

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

10.    REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (cont.)

as determined in good faith by the Board of Directors of the Company), together with any other assets of the Company available for distribution to its stockholders, all to the extent permitted by Delaware law governing distributions to stockholders (the “Available Proceeds”), on the 150th day after such Deemed Liquidation Event, to redeem all outstanding shares of redeemable convertible preferred stock at a price per share equal to the Liquidation Amount. If the Available Proceeds are not sufficient to redeem all outstanding shares of redeemable convertible preferred stock, the Company shall redeem a pro rata portion of each holder’s shares of redeemable convertible preferred stock to the fullest extent of such Available Proceeds, based on the respective amounts which would otherwise be payable in respect of the shares to be redeemed if the Available Proceeds were sufficient to redeem all such shares, and shall redeem the remaining shares as soon as it may lawfully do so under Delaware law governing distributions to stockholders.

Any shares of redeemable convertible preferred stock that are redeemed or otherwise acquired by the Company or any of its subsidiaries shall be automatically and immediately cancelled and retired and shall not be reissued, sold, or transferred. Neither the Company nor any of its subsidiaries may exercise any voting or other rights granted to the holders of redeemable convertible preferred stock following redemption.

Protective Provisions

At any time when at least 7,849,126 shares of redeemable convertible preferred stock are outstanding (subject to appropriate adjustments in the event of any stock dividends, stock splits, combinations or other similar recapitalizations with respect to the redeemable convertible preferred stock), the Company may not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without the written consent or affirmative vote of the Requisite Holders (as defined in the Company’s Amended and Restated Certificate of Incorporation): (i) liquidate, dissolve or wind-up the business and affairs of the Company, effect any merger or consolidation or any other Deemed Liquidation Event, or consent to any of the foregoing; (ii) amend, alter or repeal any provision of the Amended and Restated Certificate of Incorporation or Bylaws of the Company in a manner that adversely affects the powers, preferences or rights of the redeemable convertible preferred stock; (iii) create, or authorize the creation of, or issue or obligate itself to issue shares of, or reclassify any additional class or series of capital stock, or issue any other security convertible into or exercisable for any equity security, unless the same ranks junior to the redeemable convertible preferred stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends and rights of redemption; (iv) increase the authorized number of shares of Common Stock, redeemable convertible preferred stock, or any additional class or series of capital stock of the Company; (v) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Company other than redemptions of or dividends or distributions on the redeemable convertible preferred stock as expressly authorized, dividends or other distributions payable on the Common Stock solely in the form of additional shares of Common Stock and repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Company or any subsidiary in connection with the cessation of such employment or service at no greater than the original purchase price; (vi) create, or authorize the creation of, or issue, or authorize the issuance of any debt security if the aggregate indebtedness of the Company and its subsidiaries for borrowed money following such action would exceed $1,000,000, other than trade payables incurred in the ordinary course, unless such debt security has received the prior approval of the Board of Directors, including the approval of at least one Preferred Director; (vii) create, or hold capital stock in, any subsidiary that is not wholly owned (either directly or through one or more other subsidiaries) by the Company, or permit any subsidiary to create, or authorize the creation of, or issue or obligate itself to issue, any shares of any class or series of capital stock, or sell, transfer or otherwise dispose of any capital stock of any direct or indirect subsidiary of the Company, or permit any direct or indirect subsidiary to sell, lease, transfer, exclusively license or otherwise dispose (in a single transaction or series of related transactions) of all or substantially all of the assets of such subsidiary; (viii) increase or decrease the authorized number of directors constituting the Board of Directors; (ix) loan or guarantee any loan to any other person, except advances and similar expenditures in the ordinary course of business or under the terms of an employee equity incentive plan approved by the Board of Directors of the Company

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

10.    REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT (cont.)

and trade accounts of the Company or any wholly-owned subsidiary arising out of the ordinary course of business; or (x) enter into or be a party to a transaction with any director or executive officer of the Company, other than entering into employee offer letters and equity grants in the ordinary course of business and approved by the Board of Directors of the Company, including at least one Preferred Director.

At any time when at least 21,517,066 shares of Series A Prime Preferred Stock are outstanding, subject to appropriate adjustments in the event of any stock dividends, stock splits, combinations or other similar recapitalizations with respect to the Series A Prime Preferred Stock, the Company may not, either directly or indirectly by amendment, merger, consolidation or otherwise, do any of the following without the written consent or affirmative vote of the holders of a majority of the outstanding shares of Series A Prime Preferred Stock voting as a single class and on an as-converted-to-Common Stock basis: (i) amend, alter or repeal any provision of the Amended and Restated Certificate of Incorporation or Bylaws of the Company in a manner that disproportionately adversely as compared to other outstanding series of Preferred Stock affects the powers, preferences or rights of Series A Prime Preferred Stock; (ii) increase or decrease the authorized number of shares of Series A Prime Preferred Stock; or (iii) enter into any agreement to do any of the foregoing.

Forward Contract Liability

In connection with the Series A Prime Preferred Stock Purchase and Series Seed Prime Issuance Agreement dated October 31, 2024, the Company committed to issue shares of Series Seed Prime Voting Preferred Stock and/or Series Seed Prime Preferred Non-Voting Preferred Stock to eligible purchasers of its Series A Prime Preferred Stock for no additional cash consideration upon the final close of the Series A Prime financing. The Company identified two freestanding financial instruments: (i) the temporary equity classified Series A Prime Preferred Stock and (ii) a liability-classified forward contract representing the Company’s obligation to issue the Series Seed Prime Preferred Stock (the “Series Seed Prime Forward Obligation”).

The Series Seed Prime Forward Obligation was classified as a liability because it represents a freestanding forward contract indexed to an obligation to repurchase the Company’s equity by transferring assets. Specifically, the Series Seed Prime Forward Obligation requires the Company to issue Series Seed Prime Preferred Stock, which is redeemable upon events outside the Company’s control.

The Series Seed Prime Forward Obligation was measured at fair value at issuance, at each subsequent reporting date, and immediately prior to settlement, with changes in fair value recognized in the unaudited condensed statements of operations. On November 10, 2025, the Company settled the Series Seed Prime Forward Obligation through the issuance of 109,999,998 shares of Series Seed Prime Voting Preferred Stock, which were recognized within temporary equity. The Company recognized a $1,908 gain related to changes in fair value of the Series Seed Prime Forward Obligation during the six months ended June 30, 2025. See Note 17, Fair Value Measurements.

11.    CONVERTIBLE NOTES

On June 26, 2026, in connection with the transactions contemplated by the Business Combination Agreement, the Company entered into Signing Pre-Funded SPAs, with the Signing Pre-Funded PIPE Investors, including Inflection Point Fund. Pursuant to the Signing Pre-Funded SPAs, the Signing Pre-Funded PIPE Investors agreed, among other things, to purchase, and the Company issued and sold in an initial closing, the Pre-Funded Convertible Notes and Pre-Funded Warrants. See Note 12, Warrants. Pursuant to the Signing Pre-Funded SPAs, the Company issued $78,324 in aggregate face value of Pre-Funded Convertible Notes and Pre-Funded Warrants for total proceeds of $66,575 which were allocated between the Pre-Funded Convertible Notes and Pre-Funded Warrants.

The Pre-Funded Convertible Notes have a one-year maturity from the date of issuance, and bear interest at the rate of 12.0% per annum. Accrued interest on the Pre-Funded Convertible Notes is not due until the maturity date or earlier Event of Default, Business Combination, Qualified Financing or Change of Control. The Pre-Funded Convertible Notes are senior unsecured indebtedness at least pari passu in right of payment with all other indebtedness of the

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ELROY AIR, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
(in thousands, except share and per share amounts)

11.    CONVERTIBLE NOTES (cont.)

Company. Upon an Event of Default, all amounts outstanding and unpaid under the Pre-Funded Convertible Notes shall become due and payable. Any overdue amount payable shall bear interest at a rate equal to 14.0% from the date of such non-payment until such amount is paid in full. If the Company issues any Subsequent Convertible Securities, the holder of the Pre-Funded Convertible Note may elect to amend and restate the Pre-Funded Convertible Note to include any such more favorable terms.

If the Business Combination Agreement is terminated without the Business Combination having closed, then upon the closing of a Qualified Financing prior to repayment or conversion of the Pre-Funded Convertible Note, at the option of the holder of the Pre-Funded Convertible Note, the unpaid principal amount of the Pre-Funded Convertible 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, at 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.

If the Business Combination Agreement is terminated without the business combination having closed, then upon a Change of Control, the holder of the Pre-Funded Convertible Note may elect to convert into fully paid and nonassessable shares of common stock of the Company at a price per share equal to the Change of Control Conversion Price of $620,000 divided by the Company’s fully diluted shares (excluding the Pre-Funded Convertible Notes, other convertible notes, SAFEs, convertible indebtedness, and reserved but unissued equity plan shares). As an alternative to the actual conversion into the Company’s common stock pursuant to such Change of Control Conversion, the Company may deem the unpaid principal amount of the Pre-Funded Convertible 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 Change in Control Price, and the holder shall be entitled to receive the same consideration payable to the holders of the Company’s common stock, on a pro rata and pari passu basis, in connection with such Change of Control, as if the holder of the Pre-Funded Convertible Note was an actual holder of such shares of common stock. Additionally, upon the closing of a Change of Control, the holder is entitled to receive, as an alternative to conversion, 200% of the then outstanding principal amount under the Pre-Funded Convertible Note, plus all accrued but unpaid interest.

Upon the closing of the Business Combination, without any action on the part of the holder of the Pre-Funded Convertible Note, the Company or any other party to the Business Combination Agreement, the unpaid principal amount of each Pre-Funded Convertible Note, together with any interest accrued but unpaid thereon as of one day prior to the closing date of the Business Combination, will automatically convert into a number of fully paid and nonassessable shares of New Elroy Air 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (the “New Elroy Air Series A Preferred Stock”) equal to the quotient, rounded up to the nearest whole share, of such aggregate amount divided by the applicable conversion price of $12.00 per share, as may be adjusted pursuant to the terms and conditions of the applicable Pre-Funded

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Filing: S-4 - Inflection Point Acquisition Corp. VII (IPXG,IPXGU,IPXGW)
Accession Number: 0001213900-26-107728