{"url_path":"/sec/cmii/8-k/2026-07-02/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-02","source_url":"https://www.sec.gov/Archives/edgar/data/2088805/0001213900-26-074998-index.html","accession_number":"0001213900-26-074998","cik":"0002088805","ticker":"CMII","issuer_name":"Columbus Circle Capital Corp II","edgar_url":"https://www.sec.gov/Archives/edgar/data/2088805/0001213900-26-074998-index.html","primary_entity_key":"0002088805","primary_entity_name":"Columbus Circle Capital Corp II"},"word_count":3848,"has_tables":true,"body_markdown":"**Item 5.02. Departure of Directors or Certain\nOfficers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n*Management Changes*\n\n \n\nIn connection with the execution of the Business\nCombination Agreement, the Sponsor has partnered with Inflection Point Asset Management LLC (“IPAM”), which has significant\nexperience with negotiating and consummating de-SPAC transactions and which introduced the Company and the Sponsor to Elroy Air. In connection\nwith the partnership with IPAM, the Sponsor agreed, among other things, that to make the management changes set forth below and that the\nCompany will be renamed “Inflection Point Acquisition Corp. VII.” The Sponsor also agreed to reallocate membership interests\ncorresponding to an aggregate of 4,022,173 Founder Shares, including interests corresponding to 3,000,000 Founder Shares to Inflection\nPoint Fund I, LP, interests corresponding to 729,130 Founder Shares to Michael Blitzer and interests corresponding to 243,043 Founder\nShares to Kevin Shannon.\n\n \n\nEffective June 26, 2026, Gary Quin resigned as\nChairman and Chief Executive Officer of Inflection Point, and Michael Blitzer was appointed as director and Chairman of the Board of Directors\n(the “Board”).\n\n \n\nEffective June 26, 2026, Kevin Shannon was appointed\nas Chief Executive Officer of Inflection Point.\n\n \n\nEffective June 26, 2026, Gary Quin was appointed\nas President of Inflection Point. Mr. Quin remains a director of Inflection Point.\n\n \n\nMr. Blitzer and Mr. Shannon are affiliates of\nInflection Point Asset Management LLC and the funds it manages, including Inflection Point Fund.\n\n \n\nMichael Blitzer, 49, has been the Chairman of\nInflection Point Acquisition Corp. VI (Nasdaq: IPFX) (“IPFX”), a special purpose acquisition company which announced\nthe signing of a definitive agreement for its initial business combination with Quantum Space, LLC on June 8, 2026 since December 2025\nand a director since September 2025. Mr. Blitzer has been the Chairman and CEO of Inflection Point Acquisition Corp. III (Nasdaq: IPCX)\n(“IPCX”), a special purpose acquisition company which announced the signing of a definitive agreement for its initial\nbusiness combination with Air Water Ventures Holdings Limited on August 25, 2025, since October 2024. Since September 2025, Mr. Blitzer\nhas served as the Chairman and Chief Executive Officer of IPEX (Nasdaq: IPEX) (“IPEX”), a special purpose acquisition\ncompany which announced the signing of a definitive agreement for its initial business combination with GOWell Technology Limited on October\n14, 2025. Mr. Blitzer previously served as co-CEO and director of Inflection Point Acquisition Corp. (“IPAX”), a special\npurpose acquisition company, from February 2021 until the completion of its business combination with Intuitive Machines, LLC in February\n2023. He currently sits on the board of directors and audit committee of Intuitive Machines, Inc. (Nasdaq: LUNR). Mr. Blitzer also served\nas CEO and director of Inflection Point Acquisition Corp. II (“IPXX”), a special purpose acquisition company, from\nMarch 2023 until the closing of its business combination with USARE in March 2025 and as the President and CEO and director of Inflection\nPoint Acquisition Corp. IV (“IPDX”), a special purpose acquisition company, from July 2025 until the completion of\nits initial business combination with Merlin Labs, Inc. in March 2026. He currently sits on the board of directors and audit committee\nof Intuitive Machines, Inc. (Nasdaq: LUNR), is the Chairman of USA Rare Earth, Inc. (Nasdaq: USAR), and serves on the board of directors\nand as a member of the nominating and corporate governance committee of Merlin, Inc. (Nasdaq: MRLN). Mr. Blitzer is the founder and co-CEO\nof Kingstown Capital Management (“Kingstown”), which he founded in 2006 and grew to a multi-billion dollar asset manager\nwith some of the world’s largest endowments and foundations as clients. Over 19 years, Kingstown has invested in public and private\nequities, SPACs, PIPEs, and derivatives. At Kingstown, Mr. Blitzer has overseen and participated in nearly all the firm’s investment\ndecisions including countless public and private investments in disruptive growth industries. Mr. Blitzer is also founder and partner\nof Inflection Point Asset Management, which he co-founded with Kevin Shannon in 2024. Inflection Point Asset Management invests in concentrated\nSPAC sponsor and PIPE positions, primarily focused on backing the Inflection Point franchise of SPACs. Mr. Blitzer brings an in-depth\nunderstanding of public markets and has invested in a variety of corporate transactions such as spin-offs, rights offerings, public offerings,\nprivatizations, and mergers & acquisitions. Mr. Blitzer began his Wall Street career at J.P. Morgan Securities in 1999 advising companies\nglobally in private debt and equity capital raises followed by work at the investment fund Gotham Asset Management, which was founded\nby the author and investor Joel Greenblatt. Mr. Blitzer taught courses in Investing at Columbia Business School for five years in the\n2010s. He holds an M.B.A. from Columbia Business School and a B.S. from Cornell University where he received the Cornell Tradition Fellowship.\nMr. Blitzer is a trustee of Greens Farms Academy in Westport, CT where he is also Treasurer and Chair of the Investment Committee.\n\n  \n\n10\n\n \n\nKevin Shannon, 30, has been the CEO of IPFX, a\nspecial purpose acquisition company which announced the signing of a definitive agreement for its initial business combination with Quantum\nSpace, LLC on June 8, 2026 since December 2025. Mr. Shannon currently also serves as COO of IPCX, a special purpose acquisition company\nwhich announced the signing of a definitive agreement for its initial business combination with Air Water Ventures Holdings Limited on\nAugust 25, 2025. Since September 2025, Mr. Shannon has served as the COO of IPEX, a special purpose acquisition company which\nannounced the signing of a definitive agreement for its initial business combination with GOWell Technology Limited on October 14,\n2025. He served as Chief of Staff of IPXX from March 2023 until the completion of its initial business combination with USA Rare Earth,\nInc. in March 2025 and previously served as Chief of Staff of IPAX from March 2021 until the completion of its initial business combination\nwith Intuitive Machines, Inc. in February 2023. In his role as CEO of IPFX, COO of IPCX, IPDX and IPEX, and Chief of Staff for IPXX and\nIPAX, Mr. Shannon was an active participant in all target search, negotiation, and due diligence workstreams. Mr. Shannon is a founder\nand partner of Inflection Point Asset Management, which he co-founded with Michael Blitzer in 2024. Inflection Point Asset Management\ninvests in concentrated SPAC sponsor and PIPE positions, primarily focused on backing the Inflection Point franchise of SPACs. Mr. Shannon\nalso currently serves as Capital Markets Advisor for Intuitive Machines, Inc. and as Special Advisor to USA Rare Earth, Inc. Prior to\nInflection Point Asset Management, Mr. Shannon was a Principal at The Venture Collective from April of 2023 to March of 2024 helping to\nsource and diligence later stage investments for the venture capital firm. Before that, Mr. Shannon was a Senior Analyst at Kingstown\nCapital from March of 2021 to March of 2023. Mr. Shannon began his career in Equity Capital Markets at Bank of America, spending time\nworking across the Technology, Industrials, Equity-Linked, and SPAC teams within ECM. Mr. Shannon holds a B.A. from Colgate University.\n\n \n\nGary Quin, 56, has served as director of the Company\nsince inception, as Chief Executive Officer from October 2025 until his resignation on June 26, 2026 and as Chairman of the Board from\nJanuary 2026 until his resignation on June 26, 2026. From April 2025, he served as Chief Executive Officer and from June 2024 as a director\nof Columbus Circle Capital Corp I (Nasdaq: BRR), until December 2025, when he became a director of ProCap Financial Inc. (Nasdaq: BRR)\nfollowing its business combination with Columbus Circle Capital Corp. I. Mr. Quin has over 30 years of corporate and financial experience\nand has executed approximately $65 billion in M&A and capital market transactions throughout his career. Mr. Quin is currently the\nVice Chairman of Cohen & Company Capital Markets (“CCM”), which is a division of Cohen & Company Securities,\nLLC (“CCS”), a position he has held since 2024. He is responsible for leading and expanding the firm’s investment\nbanking operations throughout the European, Middle Eastern, and African regions and has extensive connections in the global financial\nsponsor community. He also has deep sectoral expertise in telecoms, media (including sports and media rights), digital infrastructure,\nreal estate, and financial services (including fintech). His expertise spans a wide array of industries, enabling him to provide strategic\ncounsel and execution support to clients across diverse sectors. Mr. Quin is also currently a board member of Venturerock BV, a Dutch\nventure capital firm. Mr. Quin’s corporate, banking and advisory relationships and network among financial sponsors and the venture\ncapital community provides us deal sourcing capabilities and access to high-quality acquisition opportunities. In October 2020, Mr. Quin\nbecame the Chief Executive Officer of North Atlantic Acquisition Corp (“NAAC”), which completed a $330 million\nIPO and raised a total of $383 million. In January 2023, NAAC announced its dissolution and the liquidation and return of assets\nheld in trust to its shareholders. Prior to NAAC, Mr. Quin was Vice Chairman of Credit Suisse Group investment banking division in\nEurope from 2010 to December 2019, where he advised Europe’s corporates, governments, financial sponsors and family offices\nacross M&A, private and public capital raising. Prior to this, Mr. Quin also served as Senior Advisor to The Blackstone Group\nfrom 2011 to 2012, during which time Blackstone acquired Eircom Limited for $3.8 billion. Prior to working at Credit Suisse, Mr.\nQuin was Chief Executive Officer of Blackrock Communications Ltd., a telecom-focused, private equity firm. Mr. Quin’s tenure at\nBlackrock Communications Ltd. was highlighted by a number of notable private and public telecom deals, including the 2009 acquisition\nof Melita Limited, a Maltese telecommunications and digital infrastructure company. Following the acquisition, he served as a director\nand shareholder of Melita, where he helped nearly double EBITDA in a three-year span from 2011 to 2014. At the time of acquisition, Melita\nhad 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\nlaunching mobile telephony. From 2011 to 2014, Melita witnessed a revenue CAGR of 7%, EBITDA grew at a CAGR of 25%, increasing roughly\n2.0x, and EBITDA margins grew to 50%. Over the life of his investment in Melita and position as board member, Mr. Quin was critical in\ntransforming the business from a pay-TV-centric cable operator into one of Europe’s first fully integrated quadruple-play telecom\noperators, with market leading positions in broadband and pay-TV and a fast-growing market share in mobile, as well as one of the broadest\ndigital infrastructure offerings in the region. EQT recently announced the sale of Melita Limited to Goldman Sachs for an estimated $800\nmillion. Prior to Blackrock Communications Limited, Mr. Quin filled various financial roles with Digicel Group Limited, a global mobile\nphone network and home entertainment provider. Digicel Group Limited, which received an early investment from The Blackstone Group, was\nlaunched 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\ndegree from the University College Cork, Ireland and his M.B.A. from Trinity College Dublin, Ireland.\n\n \n\nExcept for the agreement between the Sponsor,\nInflection Point Fund I, LP, Mr. Blitzer, Mr. Shannon and the other parties thereto described above relating to the management changes\nabove, there are no arrangements or understandings between each of Mr. Blitzer or Mr. Shannon or Mr. Quin and any other persons pursuant\nto which each of them was selected as an officer of the Company. There are also no family relationships between Mr. Blitzer, Mr. Shannon\nor Mr. Quin and any director or executive officer of the Company.\n\n \n\nExcept as set forth herein and in Item 13. Certain\nRelationships and Related Transactions, and Director Independence of the Company’s Annual Report on Form 10-K for the year ended\nDecember 31, 2025 filed with the SEC on March 30, 2026, Mr. Blitzer, Mr. Shannon and Mr. Quin do not have any direct or indirect material\ninterest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.\n\n \n\nAs noted above, Mr. Quin is Vice Chairman of CCM.\nThe Company engaged CCS, through CCM as joint financial advisor and co-placement agent to the Company in connection with the Business\nCombination, whereby among other things, the Company committed to pay CCM a fee of $2.5 million for acting as joint financial advisor\nin 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\nin the PIPE Investment. CCM has also been engaged by the Company as an advisor in connection with the Company’s initial business\ncombination, pursuant to a business combination marketing agreement pursuant to which the Company will pay CCM 80% of a cash fee upon\nthe consummation of the Business Combination or another initial business combination in an amount equal to 3.2% of the gross proceeds\nfrom the sale of 20,000,000 Cayman Purchaser Units in the Company’s IPO remaining in the Trust Account following Redemption (up\nto $6.4 million), and 4.8% of the gross proceeds from the sale of 3,000,000 Cayman Purchaser Units pursuant to the overallotment in the\nCompany’s IPO remaining in the Trust Account following Redemption (up to $1.44 million).\n\n \n\n11\n\n \n\nAlso as noted above, Mr. Blitzer and Mr. Shannon\nare affiliates of Inflection Point Asset Management LLC and the funds it manages, including Inflection Point Fund I, LP. Pursuant to a\nPre-Funded SPA, Inflection Point Fund agreed, among other things, to purchase, and Elroy Air issued and sold, a Pre-Funded Convertible\nNote with a face value of approximately $29.4 million and an Elroy Air Pre-Funded Convertible Note Investor Warrant to purchase 2,450,980\nshares of Elroy Air Common Stock at a purchase price of $12.00 per share, substantially concurrently with the execution and delivery of\nthe Business Combination Agreement for a purchase price of $25 million,\n\n \n\n**Additional Information**\n\n \n\nThe Business Combination will be submitted to\nshareholders of Inflection Point for their consideration. In connection with the Business Combination, Inflection Point intends to file\na Registration Statement with the SEC, which will include a proxy statement/prospectus and certain other related documents, which will\nserve as both the proxy statement to be distributed to shareholders of Inflection Point in connection with its solicitation for proxies\nfor the vote by its shareholders in connection with the Business Combination and other matters to be described in the Registration Statement,\nas well as the prospectus relating to the offer and sale of the securities to be issued to securityholders of Inflection Point and equityholders\nof Elroy Air in connection with the completion of the Business Combination. After the Registration Statement is declared effective, Inflection\nPoint will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting\non the Business Combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement/prospectus\nor any other document that Inflection Point will send to its shareholders in connection with the Business Combination.\n\n \n\nINVESTORS AND SECURITY HOLDERS ARE ADVISED TO\nREAD, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY\nAND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION\nAND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and\nwhen 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 Inflection Point as of a record date to be established for voting on the Business\nCombination. Shareholders of Inflection Point will also be able to obtain copies of the proxy statement/prospectus without charge, once\navailable, by directing a 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\nInflection Point 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 Inflection Point’s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers\nand a description of their interests in Inflection Point is contained in the sections entitled “Item 12. Security Ownership of\nCertain Beneficial Owners and Management and Related Stockholder Matters” and “Item 10. Directors, Executive Officers and\nCorporate Governance” of Inflection Point’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed\nwith the SEC on March 30, 2026, and which is available free of charge at the SEC’s website at www.sec.gov. Additional information\nregarding the interests of such participants will be contained in the Registration Statement when available.\n\n \n\nElroy Air, its directors, executive officers,\nother members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Inflection\nPoint’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 are not historical facts but may be\nconsidered “forward-looking statements” within the meaning of Section 27A of the Securities Act, and Section 21E of the Securities\nExchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as “believe,” “may,”\n“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”\n“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”\n“future,” “outlook” or the negatives of these terms or variations of them or similar terminology or expressions\nthat predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include,\nbut are not limited to, statements regarding future events, the Business Combination and the other transactions contemplated thereby,\nthe estimated or anticipated future results and benefits of New Elroy Air following the Business Combination, including the likelihood\nand ability of the Parties to successfully consummate the Business Combination, Elroy Air’s demand pipeline and potential revenue opportunities,\nfuture opportunities for New Elroy Air and other statements that are not historical facts.\n\n \n\n12\n\n \n\nThese statements are based on the current expectations of Inflection\nPoint’s and/or Elroy Air’s management and are not predictions of actual performance. These forward-looking statements are provided\nfor illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance,\na prediction or a definitive statement of fact or probability. There can be no assurance that New Elroy Air will use the proceeds of the\nPIPE Investment and the Business Combination as currently planned, and management will have broad discretion over the use of such proceeds.\nActual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances\nare beyond the control of Inflection Point and Elroy Air. These statements are subject to a number of risks and uncertainties regarding\nElroy Air’s business and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but\nare not limited to: general economic, political and business conditions; the inability of the Parties to consummate the Business Combination\nor the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;\nthe number of redemption requests made by Inflection Point’s shareholders in connection with the Business Combination; the outcome of\nany legal proceedings that may be instituted against the Parties following the announcement of the Business Combination; the risk that\nthe approval of the shareholders of Elroy Air or Inflection Point for the potential transaction is not obtained; failure to realize the\nanticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction; the risk\nthat the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination;\nthe risks related to the rollout of Elroy Air’s business and the timing of expected business milestones; the fact that Elroy Air’s demand\npipeline currently consists of non-binding letters of intent and memorandums of understanding and the risk that such letters of intent\nand memorandums of understanding may not convert to binding orders and there can be no assurance that any or all of such letters of intent\nand memorandums of understanding will result in future revenue and accordingly investors should not place undue reliance on such demand\npipeline figures as an indicator of future revenue or business performance; risks related to obtaining and maintaining necessary regulatory\napprovals and certifications for the FAA, Department of Defense, and other governmental authorities for drone operations; the effects\nof competition on Elroy Air’s business; the ability of New Elroy Air to execute its growth strategy, manage growth profitably and\nretain its key employees; the ability of New Elroy Air to obtain or maintain the listing of its securities on a U.S. national securities\nexchange following the Business Combination; costs related to the Business Combination; and other risks that will be detailed from time\nto time in filings with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Elroy Air and\nInflection Point presently do not know or that Elroy Air and Inflection Point currently believe are immaterial that could also cause actual\nresults to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Elroy Air’s and\nInflection Point’s expectations, plans or forecasts of future events and views as of the date of this communication. Elroy Air and Inflection\nPoint anticipate that subsequent events and developments will cause their assessments to change. However, while Elroy Air and/or Inflection\nPoint may elect to update these forward-looking statements in the future, Elroy Air and Inflection Point specifically disclaim any obligation\nto do so except as required by applicable law. These forward-looking statements should not be relied upon as representing Elroy Air’s\nor Inflection Point’s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not\nbe placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking\nstatements 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 informational purposes only and is not (i)\nan offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor will there be any sale, issuance\nor transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation of any vote in any jurisdiction\npursuant to the Business Combination or otherwise. No offer of securities will be made except by means of a prospectus meeting the requirements\nof Section 10 of the Securities Act. No securities commission or securities regulatory authority in the United States or any other jurisdiction\nhas in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this communication.\n\n \n\n13"}