\nElroy Air, Inc., a leading U.S.-based technology developer of autonomous heavy-cargo drones for defense, rapid response and commercial logistics, and Columbus Circle Capital Corp II (Nasdaq: CMII), a special purpose acquisition company led by the management team of Inflection Point Asset Management (\u201cInflection Point\u201d) and Cohen & Company, Inc. (NYSE American: COHN), which will be renamed Inflection Point Acquisition Corp VII (Nasdaq: IPXG), today announced the confidential submission of a draft registration statement on Form S-4 (the \u201cRegistration Statement\u201d) with U.S. Securities and Exchange Commission (\u201cSEC\u201d).<\/p>\n
\nThe announcement marks an important milestone toward the previously announced definitive business combination agreement (\u201cBCA\u201d) whereby Elroy Air will become a publicly traded company. The proposed transaction is expected to close in the fourth quarter of 2026, subject to customary closing conditions, including regulatory and shareholder approval. The transaction values Elroy Air at $800 million pre-money, and the Company is expected to have an enterprise value of approximately $1.0 billion following closing. The transaction has more than $165 million in committed PIPE capital, which is expected to fully fund commercial scale production of the Chaparral with U.S. manufacturing partner Kratos Defense & Security Solutions. $65 million of the more than $165 million PIPE was funded in connection with the execution of the BCA.<\/p>\n
\nUpon closing, the combined company will take on the Elroy Air name and expects to be listed on the Nasdaq under the ticker symbol “ELRY.”<\/p>\n
\nElroy Air is redefining autonomous heavy-cargo transport with Chaparral \u2014 an advanced vertical takeoff and landing (VTOL) drone designed to carry 500+ pounds of cargo. The aircraft was engineered with a hybrid-electric powertrain to deliver the reliability of electric propulsion but with extended range of up to 450 miles and with no charging infrastructure required. Elroy Air continues to design Chaparral for maximum operational flexibility and recently announced it has equipped the autonomous heavy-cargo drone with three new unattended delivery modes under contract with the U.S. Army. Chaparral features multi-mission pods that enable rapid reconfiguration across diverse payload types and customer needs and can now deliver precision airdrop from a hover, precision airdrop in forward flight, and ground delivery, each without personnel or ground infrastructure at the receiving site, altogether unlocking a significant global total addressable market spanning defense, commercial logistics, and rapid response.<\/p>\n
About Elroy Air<\/b><\/p>\n
\nElroy 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 transcends 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\u2019s technology reshapes logistics possibilities. The company recently announced that it has entered into a definitive business combination agreement (the \u201cBusiness Combination Agreement\u201d), with Columbus Circle Capital Corp II (Nasdaq: CMII), a special purpose acquisition company led by the management team of Inflection Point Asset Management and Cohen & Company, Inc. (NYSE American: COHN), which will be renamed Inflection Point Acquisition Corp VII (Nasdaq: IPXG) (\u201cIPAC\u201d), whereby Elroy Air will become a publicly traded company (\u201cBusiness Combination\u201d). With facilities in Byron, California, Elroy Air is backed by premier venture capital firms including DiamondStream Partners, Catapult Ventures, Marlinspike Partners, Snowpoint Ventures, and Shield Capital. Strategic investment from industry giants like Lockheed Martin Ventures and support from visionary angel investors, including early Uber executives, drive the company’s mission to provide same-day shipping to every person.<\/p>\n
\nFor more information, visit Elroy Air<\/a>.<\/p>\n Additional Information<\/b><\/p>\n \nThe Business Combination will be submitted to shareholders of IPAC for their consideration. In connection with the Business Combination, IPAC has confidentially submitted a draft registration statement on Form S-4 to the SEC and, following SEC review, intends to file the registration statement (as amended and supplemented from time to time, the \u201cRegistration Statement\u201d) with the SEC, which will include a proxy statement\/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed to shareholders of IPAC in connection with its solicitation for proxies for the vote by its shareholders in connection with the Business Combination and other matters to be described in the Registration Statement, as well as the prospectus relating to the offer and sale of the securities to be issued to securityholders of IPAC and equityholders of Elroy Air in connection with the completion of the Business Combination. After the Registration Statement is declared effective, IPAC will mail a definitive proxy statement and other relevant documents to its shareholders as of the record date established for voting on the Business Combination. This communication is not a substitute for the Registration Statement, the definitive proxy statement\/prospectus or any other document that IPAC will send to its shareholders in connection with the Business Combination.<\/p>\n \nINVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ, WHEN AVAILABLE, THE REGISTRATION STATEMENT, PROXY STATEMENT\/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors and security holders will be able to obtain copies of these documents (if and when available) and other documents filed with the SEC free of charge at www.sec.gov<\/a>. The definitive proxy statement\/final prospectus (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. Shareholders of IPAC will also be able to obtain copies of the proxy statement\/prospectus without charge, once available, by directing a request to: Columbus Circle Capital Corp. II, 3 Columbus Circle, 24th Floor, New York, NY 10019.<\/p>\n Participants in the Solicitation<\/b><\/p>\n \nIPAC and its directors, executive officers, and other members of management, and consultants, under SEC rules, may be deemed participants in the solicitation of proxies from IPAC\u2019s shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in IPAC is contained in the sections entitled \u201cItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters\u201d and \u201cItem 10. Directors, Executive Officers and Corporate Governance\u201d of IPAC\u2019s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 30, 2026, and which is available free of charge at the SEC\u2019s website at www.sec.gov<\/a>. Additional information regarding the interests of such participants will be contained in the Registration Statement when available.<\/p>\n \nElroy Air, its directors, executive officers, other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of IPAC\u2019s shareholders in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the Registration Statement when available.<\/p>\n Forward Looking Statements<\/b><\/p>\n \nCertain statements made herein are not historical facts but may be considered \u201cforward-looking statements\u201d within the meaning of Section 27A of the Securities Act of 1933 (\u201cSecurities Act\u201d), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are accompanied by words such as \u201cbelieve,\u201d \u201cmay,\u201d \u201cwill,\u201d \u201cestimate,\u201d \u201ccontinue,\u201d \u201canticipate,\u201d \u201cintend,\u201d \u201cexpect,\u201d \u201cshould,\u201d \u201cwould,\u201d \u201cplan,\u201d \u201cpredict,\u201d \u201cpotential,\u201d \u201cseem,\u201d \u201cseek,\u201d \u201cfuture,\u201d \u201coutlook\u201d or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the Business Combination, the estimated or anticipated future results and benefits of the combined company (referred to herein as \u201cNew Elroy Air\u201d) following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business Combination, Elroy Air\u2019s demand backlog and potential revenue opportunities, future opportunities for New Elroy Air and other statements that are not historical facts.<\/p>\n \nThese statements are based on the current expectations of IPAC\u2019s and\/or Elroy Air\u2019s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. There can be no assurance that New Elroy Air will use the proceeds of the Business Combination and the associated PIPE investment as currently planned, and management will have broad discretion over the use of such proceeds. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of IPAC and Elroy Air. These statements are subject to a number of risks and uncertainties regarding Elroy Air\u2019s business and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the number of redemption requests made by IPAC\u2019s shareholders in connection with the Business Combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the risk that the approval of the shareholders of Elroy Air or IPAC for the potential transaction is not obtained; failure to realize the anticipated benefits of the Business Combination, including as a result of a delay in consummating the potential transaction; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the Business Combination; the risks related to the rollout of Elroy Air\u2019s business and the timing of expected business milestones; the fact that Elroy Air\u2019s demand pipeline currently consists of non-binding letters of intent and memorandums of understanding and the risk that such letters of intent and memorandums of understanding may not convert to binding orders and there can be no assurance that any or all of such letters of intent and memorandums of understanding will result in future revenue and accordingly investors should not place undue reliance on such demand pipeline figures as an indicator of future revenue or business performance; risks related to obtaining and maintaining necessary regulatory approvals and certifications for the Federal Aviation Administration, Department of Defense, and other governmental authorities for drone operations; risks related to Elroy Air\u2019s ability to scale commercial production of the Chaparral, including reliance on a third-party manufacturing partner, the sufficiency of PIPE proceeds to fund production, and the risk that stated performance specifications may not be achieved without additional development or certification; the effects of competition on Elroy Air\u2019s business; the ability of New Elroy Air to execute its growth strategy, manage growth profitably and retain its key employees; the ability of New Elroy Air to obtain or maintain the listing of its securities on a U.S. national securities exchange following the Business Combination; costs related to the Business Combination; and other risks that will be detailed from time to time in filings with the SEC. The foregoing list of risk factors is not exhaustive. There may be additional risks that Elroy Air and IPAC presently do not know or that Elroy Air and IPAC currently believe are immaterial that could also cause actual results to differ from those contained in forward-looking statements. In addition, forward-looking statements provide Elroy Air\u2019s and IPAC\u2019s expectations, plans or forecasts of future events and views as of the date of this communication. Elroy Air and IPAC anticipate that subsequent events and developments will cause their assessments to change. However, while Elroy Air and\/or IPAC may elect to update these forward-looking statements in the future, Elroy Air and IPAC specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Elroy Air\u2019s or IPAC\u2019s assessments as of any date subsequent to the date of this communication. Accordingly, undue reliance should not be placed upon the forward-looking statements. Nothing herein should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or results of such forward-looking statements will be achieved.<\/p>\n No Offer or Solicitation<\/b><\/p>\n \nThis communication is for informational purposes only and is not (i) an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law nor (ii) the solicitation of any vote in any jurisdiction pursuant to the Business Combination or otherwise. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this communication.<\/p>\n View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20260810633587\/en\/<\/a><\/span><\/p>\n \nMedia Contacts \nDan Moore \/ Ed Hammond \/ Kiki Torpey KEYWORDS:<\/b> California United States North America<\/p>\n INDUSTRY KEYWORDS:<\/b> Technology Logistics\/Supply Chain Management Aerospace Transport Manufacturing Software Drones<\/p>\n<\/p>\n
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Chelsea Dietz
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press@elroyair.com<\/a><\/p>\n
\n
Collected Strategies
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elroy-cs@collectedstrategies.com<\/a><\/p>\n
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