Inflection Point Acquisition Corp. VII filed a Form 8-K on October 28, 2026, reporting that on October 27, 2026, it entered into the First Amendment to its Business Combination Agreement with Merger Sub and Elroy Air, Inc.

Key Highlights

  • Amendment signed: The First Amendment to the Business Combination Agreement (the "BCA Amendment") was executed on October 27, 2026, by Inflection Point, IPGX Merger Sub, Inc., and Elroy Air, Inc.
  • Option conversion 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, according to the filing.
  • 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: The maximum number of shares of New Elroy Air Common Stock issuable under the New Elroy Air Incentive Plan immediately following the Closing shall not be more than 12% of the Purchaser Fully Diluted Capitalization.
  • Financial statement deadline: Elroy Air is required to deliver unaudited reviewed financial statements as of and for the six-month periods ended June 30, 2026 and 2025, no later than September 30, 2026.
  • Lock-up condition added: Delivery of a Seller Lock-Up Agreement is now required as a condition to Inflection Point's obligation to close, from each Elroy Air equityholder who will receive at least 1.0% of the Aggregate Consideration.
  • Original agreement intact: The filing states that except as expressly amended by the BCA Amendment, "the Business Combination Agreement remains in full force and effect in accordance with its terms."

Details of the Amendment to the Elroy Air Business Combination Agreement

According to the filing, the original Business Combination Agreement was entered into on June 26, 2026, and was previously reported in a Form 8-K filed on July 2, 2026. Under that agreement, IPGX Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Inflection Point, would merge with and into Elroy Air, Inc., a Delaware corporation, with Elroy Air continuing as the surviving corporation. The BCA Amendment, executed on October 27, 2026, modifies several terms of that original agreement.

The filing discloses that the BCA Amendment clarifies that the 50%/50% allocation of Elroy Air Options between the New Elroy Air Incentive Plan and grants outside the plan applies only to those 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 specifies that certain restricted stock units will be taken into account in determining Eligible Stockholders and their Pro Rata Shares of the Earnout Shares. In addition, the amendment makes changes to the exchange procedures and to the definitions of "Company Adjusted Fully Diluted Capital," "Company Fully Diluted Capital," "Eligible Stockholder," and "Pro Rata Share," as disclosed in the filing.

The filing notes that Inflection Point has filed a registration statement on Form S-4 with the SEC, which includes a preliminary proxy statement/prospectus related to the Business Combination. The filing states that the Business Combination will be submitted to Inflection Point shareholders for their consideration and that after the Registration Statement is declared effective, a definitive proxy statement/prospectus will be mailed to shareholders. The filing also indicates this communication was filed as a written communication pursuant to Rule 425 under the Securities Act. Inflection Point's Class A Ordinary Shares trade on NASDAQ:IPXG.

What Was Disclosed

Inflection Point Acquisition Corp. VII disclosed the execution of the First Amendment to its Business Combination Agreement with Elroy Air, Inc., modifying terms related to option conversion, RSU treatment, the incentive plan share cap, financial statement delivery, and closing conditions including a lock-up requirement.