Columbus Circle Capital Corp II 8-K

What Happened
Columbus Circle Capital Corp II (to be renamed Inflection Point Acquisition Corp. VII) announced on June 26, 2026 that it signed a Business Combination Agreement to combine with Elroy Air, Inc. The merger will be effected by a Merger Sub merging into Elroy Air, after which the combined company will be renamed Elroy Air, Inc. (New Elroy Air) and Inflection Point will domesticate from the Cayman Islands to Delaware. The parties expect to close in Q4 2026, subject to Inflection Point and Elroy Air shareholder approvals, effectiveness of an S‑4 registration statement, Nasdaq conditional listing approval and other customary closing conditions.

Key Details

• Purchase Price / Consideration: The Aggregate Base Consideration is tied to a $800,000,000 Purchase Price (to be converted into New Elroy Air common stock based on the SPAC redemption price).
• PIPE and Pre‑Funded Notes:
  • Pre‑Funded PIPE Investors purchased Pre‑Funded Convertible Notes with aggregate face value ≈ $78.4 million (sold for ≈ $66.6 million) and warrants to buy 6,531,863 Elroy Air shares at $12.00. Notes bear 12% interest and convert at $12.00 into Series A Preferred at closing.
  • Series A Preferred PIPE: a $100 million purchase for 9,803,922 shares of 12.0% Series A Cumulative Convertible Preferred Stock (Stated Value $12) plus warrants to buy 9,803,922 common shares; includes 750,000 common shares issued at closing and transfers of certain founder/unit shares to the investor.
• Earnout: Up to 11,000,000 additional New Elroy Air common shares payable in three tranches: 3M shares at $15 VWAP trigger, 3M at $20 VWAP trigger, and 5M if trailing two‑quarter Organic Revenue ≥ $50M on or before June 30, 2028.
• Management & sponsor changes (effective June 26, 2026): Gary Quin resigned as Chairman & CEO and was named President (remains a director); Michael Blitzer appointed Chairman and director; Kevin Shannon appointed CEO. Sponsor partnered with Inflection Point Asset Management LLC and founder‑share reallocations totaling 4,022,173 Founder Shares were made.
• Timing/termination: Closing expected in Q4 2026; either party may terminate the agreement under customary circumstances, including if the Closing has not occurred by June 26, 2027.

Why It Matters
This 8‑K announces a SPAC business combination that would take drone/aircraft services provider Elroy Air public through Columbus Circle Capital Corp II. The transaction includes committed PIPE and pre‑funded note financing (totaling roughly $166.6M in upfront reported purchase prices across the listed investments), an $800M headline purchase price metric used to set equity consideration, and significant preferred‑stock and warrant instruments that will affect the post‑closing capital structure. Management and sponsor changes indicate new sponsor influence (Inflection Point Asset Management) and could shape post‑closing strategy. Closing remains subject to shareholder votes, SEC registration (S‑4) effectiveness and Nasdaq listing approval, so investors should review the forthcoming S‑4/proxy for details on dilution, redemption mechanics, governance and investor rights before making decisions.