Inflection Point Acquisition Corp. VII filed a current report on Form 8-K on October 27, 2026, disclosing that it, Merger Sub, and Elroy Air, Inc. entered into the First Amendment to the Business Combination Agreement originally signed on June 26, 2026.

Key Highlights

  • Amendment signed October 27, 2026: Inflection Point, IPGX Merger Sub, Inc., and Elroy Air executed the First Amendment to the Business Combination Agreement on that date.
  • Option conversion method revised: Each Elroy Air Option outstanding immediately prior to the Effective Time will be converted into an Exchanged Option based on the Common Stock Exchange Ratio rather than a separate option exchange ratio.
  • RSU treatment added: Each restricted stock unit of Elroy Air outstanding as of the Effective Time will be assumed and converted into a restricted stock unit of New Elroy Air based on the Common Stock Exchange Ratio.
  • Incentive plan cap set at 12%: The maximum number of shares of New Elroy Air Common Stock issuable under the New Elroy Air Incentive Plan immediately following closing shall not be more than 12% of the Purchaser Fully Diluted Capitalization.
  • Seller Lock-Up Agreement required: Delivery of the Seller Lock-Up Agreement by each Elroy Air equityholder who will receive at least 1.0% of the Aggregate Consideration is a new condition to Inflection Point's obligation to close.
  • Financial statement deadline clarified: Elroy Air is required to deliver unaudited reviewed financial statements for the six-month periods ended June 30, 2026 and 2025 no later than September 30, 2026, with non-delivery not constituting a breach or closing condition failure.

Key Changes in the First Amendment to Inflection Point and Elroy Air's Business Combination Agreement

According to the filing, Inflection Point Acquisition Corp. VII (NASDAQ:IPXG) and its wholly owned subsidiary IPGX Merger Sub, Inc. entered into the Business Combination Agreement with Elroy Air, Inc. on June 26, 2026. The original agreement, described in a Form 8-K filed on July 2, 2026, contemplated a merger in which Merger Sub would merge with and into Elroy Air, with Elroy Air continuing as the surviving corporation. The First Amendment to Business Combination Agreement, signed October 27, 2026, modifies several provisions of that original agreement.

The filing discloses that the amendment revises Section 2.03(a)(ii) of the Business Combination Agreement so that Elroy Air Options convert into Exchanged Options using the Common Stock Exchange Ratio, and clarifies that the 50%/50% allocation between the New Elroy Air Incentive Plan and grants outside the plan applies only to Elroy Air Options that were unvested as of the date of the Business Combination Agreement and remain unvested immediately prior to the Effective Time. The amendment also adds provisions addressing restricted stock units, specifying that certain restricted stock units will be taken into account in determining Eligible Stockholders and their Pro Rata Shares of the Earnout Shares, according to the filing.

The filing further states that Section 6.14(a) is amended to set the EIP Limit at no more than 12% of the Purchaser Fully Diluted Capitalization, with a new definition of "Purchaser Fully Diluted Capitalization" added. The amendment also makes related changes to definitions of "Company Adjusted Fully Diluted Capital," "Company Fully Diluted Capital," "Eligible Stockholder," and "Pro Rata Share." The filing notes that except as expressly amended, the Business Combination Agreement "remains in full force and effect in accordance with its terms." A copy of the amendment was filed as Exhibit 10.1 to the current report. The filing also states that a Form S-4 registration statement, including a preliminary proxy statement/prospectus, has been filed with the SEC in connection with the Business Combination.

What Was Disclosed

Inflection Point Acquisition Corp. VII disclosed the First Amendment to its Business Combination Agreement with Elroy Air, Inc. on October 27, 2026, modifying option and RSU conversion terms, setting a 12% incentive plan share cap, and adding a seller lock-up condition to closing.