{"url_path":"/sec/cmii/8-k/2026-06-26/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-26","source_url":"https://www.sec.gov/Archives/edgar/data/2088805/0001213900-26-072370-index.html","accession_number":"0001213900-26-072370","cik":"0002088805","ticker":"CMII","issuer_name":"Columbus Circle Capital Corp II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2088805/0001213900-26-072370-index.html","primary_entity_key":"0002088805","primary_entity_name":"Columbus Circle Capital Corp II"},"word_count":2024,"has_tables":true,"body_markdown":"** **\n\n**Item 7.01. Regulation FD Disclosure.**\n\n \n\nOn June 26, 2026 (the\n“Signing Date”), Columbus Circle Capital Corp. II, a Cayman Islands exempted company (which will be renamed Inflection\nPoint Acquisition Corp. VII and which shall transfer by way of continuation out of the Cayman Islands and domesticate as a Delaware corporation\nprior to the Closing) (“IPAC”), entered into a Business Combination Agreement (as it may be amended, supplemented or\notherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), by and among\nIPAC, IPGX Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of IPAC (“Merger Sub”), and\nElroy Air, Inc., a Delaware corporation (“Elroy Air”), pursuant to which, among other things and subject to the terms\nand conditions therein, Merger Sub will merge with and into Elroy Air, with Elroy Air continuing as the surviving company (the “Merger”).\nThe transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.”\nIPAC and Elroy Air are individually referred to herein as a “Party” and, collectively, the “Parties.”\nIn connection with the closing of the Business Combination (the “Closing”), IPAC will change its name to “Elroy\nAir, Inc.” (such company after the Closing, “New Elroy Air”).\n\n** **\n\nThe Business Combination Agreement\nand the transactions contemplated thereby were approved by the boards of directors of each of IPAC and Elroy Air.\n\n \n\nThe Business Combination is\nexpected to close in the fourth quarter of 2026, following the receipt of the required approval by IPAC’s shareholders and the fulfillment\nof other customary closing conditions. \n\n \n\nThe foregoing description\nof the Business Combination Agreement, the Business Combination and the related transactions does not purport to be complete and is qualified\nin its entirety by the terms and conditions of the Business Combination Agreement, a copy of which will be filed in a subsequent Current\nReport on Form 8-K within the time period prescribed by the Exchange Act.\n\n \n\nFurnished as Exhibit 99.2\nhereto and incorporated into this Item 7.01 by reference is the investor presentation that Inflection Point and Elroy Air have prepared\nfor use in connection with the Business Combination.\n\n \n\nFurnished as Exhibit 99.3\nhereto and incorporated into this Item 7.01 by reference is a summary term sheet of certain investments made in convertible promissory\nnotes and warrants of Elroy Air concurrently with signing the Business Combination Agreement.\n\n \n\nFurnished as Exhibit 99.4\nhereto and incorporated into this Item 7.01 by reference is a summary term sheet of certain investments to be made into Series A cumulative\nconvertible preferred stock and warrants of New Elroy Air substantially concurrently with closing the Business Combination.\n\n \n\nThe foregoing (including Exhibits\n99.1, 99.2, 99.3 and 99.4) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the\nSecurities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section,\nnor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities\nAct”) or the Exchange Act.\n\n \n\n1 \n\n \n\n \n\n**Additional Information**\n\n \n\nThe Business Combination will\nbe submitted to shareholders of IPAC for their consideration. In connection with the Business Combination, IPAC intends to file a Registration\nStatement with the SEC, which will include a proxy statement/prospectus and certain other related documents, which will serve as both\nthe proxy statement to be distributed to shareholders of IPAC in connection with its solicitation for proxies for the vote by its shareholders\nin connection with the Business Combination and other matters to be described in the Registration Statement, as well as the prospectus\nrelating to the offer and sale of the securities to be issued to securityholders of IPAC and equityholders of Elroy Air in connection\nwith the completion of the Business Combination. After the Registration Statement is declared effective, IPAC will mail a definitive proxy\nstatement and other relevant documents to its shareholders as of the record date established for voting on the Business Combination. This\ncommunication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus or any other document that\nIPAC will send to its shareholders in connection with the Business Combination.\n\n \n\nINVESTORS AND SECURITY HOLDERS\nARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH\nTHE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS\nCOMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents\n(if and when available) and other documents filed with the SEC free of charge at www.sec.gov. The definitive proxy statement/final prospectus\n(if and when available) will be mailed to shareholders of IPAC as of a record date to be established for voting on the Business Combination.\nShareholders of IPAC will also be able to obtain copies of the proxy statement/prospectus without charge, once available, by directing\na request to: Columbus Circle Capital Corp. II, 3 Columbus Circle, 24th Floor, New York, NY 10019.\n\n \n\n**Participants in the Solicitation**\n\n \n\nIPAC and its directors, executive\nofficers, and other members of management, and consultants, under SEC rules, may be deemed participants in the solicitation of proxies\nfrom IPAC’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a\ndescription of their interests in IPAC is contained in the sections entitled “Item 12. Security Ownership of Certain Beneficial\nOwners and Management and Related Stockholder Matters” and “Item 10. Directors, Executive Officers and Corporate Governance”\nof IPAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026, and which\nis available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests of such participants\nwill be contained in the Registration Statement when available.\n\n \n\nElroy Air, its directors,\nexecutive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies\nof IPAC’s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers\nand information regarding their interests in the Business Combination will be included in the Registration Statement when available.\n\n \n\n**Forward Looking Statements**\n\n \n\nCertain statements made herein\nare not historical facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities\nAct of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are\naccompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”\n“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,”\n“potential,” “seem,” “seek,” \"future,” “outlook” or the negatives of these\nterms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements\nof historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business\nCombination, the estimated or anticipated future results and benefits of New Elroy Air following the Business Combination, including the\nlikelihood and ability of the Parties to successfully consummate the Business Combination, Elroy Air’s demand backlog and potential revenue\nopportunities, future opportunities for New Elroy Air and other statements that are not historical facts.\n\n \n\n2 \n\n \n\n \n\nThese statements are based\non the current expectations of IPAC’s and/or Elroy Air’s management and are not predictions of actual performance. These forward-looking\nstatements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as\na guarantee, an assurance, a prediction or a definitive statement of fact or probability. There can be no assurance that New Elroy Air\nwill use the proceeds of the PIPE Investment and the Business Combination as currently planned, and management will have broad discretion\nover the use of such proceeds. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.\nMany actual events and circumstances are beyond the control of IPAC and Elroy Air. These statements are subject to a number of risks and\nuncertainties regarding Elroy Air’s business and the Business Combination, and actual results may differ materially. These risks and uncertainties\ninclude, but are not limited to: general economic, political and business conditions; the inability of the Parties to consummate the Business\nCombination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination\nAgreement; the number of redemption requests made by IPAC’s shareholders in connection with the Business Combination; the outcome of any\nlegal proceedings that may be instituted against the Parties following the announcement of the Business Combination; the risk that the\napproval of the shareholders of Elroy Air or IPAC for the potential transaction is not obtained; failure to realize the anticipated benefits\nof the Business Combination, including as a result of a delay in consummating the potential transaction; the risk that the Business Combination\ndisrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the risks related\nto the rollout of Elroy Air’s business and the timing of expected business milestones; the fact that Elroy Air’s demand pipeline currently\nconsists of non-binding letters of intent and memorandums of understanding and the risk that such letters of intent and memorandums of\nunderstanding may not convert to binding orders and there can be no assurance that any or all of such letters of intent and memorandums\nof understanding will result in future revenue and accordingly investors should not place undue reliance on such demand pipeline figures\nas an indicator of future revenue or business performance; risks related to obtaining and maintaining necessary regulatory approvals and\ncertifications for the FAA, Department of Defense, and other governmental authorities for drone operations; the effects of competition\non Elroy Air’s business; the ability of New Elroy Air to execute its growth strategy, manage growth profitably and retain its key\nemployees; the ability of New Elroy Air to obtain or maintain the listing of its securities on a U.S. national securities exchange following\nthe Business Combination; costs related to the Business Combination; and other risks that will be detailed from time to time in filings\nwith the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Elroy Air and IPAC presently do\nnot know or that Elroy Air and IPAC currently believe are immaterial that could also cause actual results to differ from those contained\nin forward-looking statements. In addition, forward-looking statements provide Elroy Air’s and IPAC’s expectations, plans or forecasts\nof future events and views as of the date of this communication. Elroy Air and IPAC anticipate that subsequent events and developments\nwill cause their assessments to change. However, while Elroy Air and/or IPAC may elect to update these forward-looking statements in the\nfuture, Elroy Air and IPAC specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as\nrepresenting Elroy Air’s or IPAC’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance\nshould not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the\nforward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved.\n\n \n\n**No Offer or Solicitation**\n\n \n\nThis communication is for\ninformational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities,\nnor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation\nof any vote in any jurisdiction pursuant to the Business Combination or otherwise. No offer of securities shall be made except by means\nof a prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission or securities regulatory authority\nin the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy\nof this communication."}