Inflection Point Acquisition Corp. VII filed a Form 8-K on November 12, 2026, reporting that on November 11, 2026, it entered into the Second Amendment to the Business Combination Agreement with Merger Sub and Elroy Air, Inc., modifying stock exchange procedures and lock-up agreement requirements ahead of the planned merger.

Key Highlights

  • Second Amendment signed: Inflection Point, IPGX Merger Sub, Inc., and Elroy Air, Inc. executed Amendment No. 2 to the Business Combination Agreement on November 11, 2026.
  • Letter of transmittal eliminated: The amendment removes any requirement for Elroy Air equity holders to deliver a letter of transmittal or surrender certificates to receive merger consideration.
  • Book-entry delivery: On the closing date, Inflection Point will cause Continental to deliver applicable consideration from the exchange fund in book-entry form to holders reflected on Elroy Air's record books immediately prior to the effective time of the Merger.
  • Lock-up threshold set: The amended closing condition requires a duly executed seller lock-up agreement from each holder of Elroy Air equity securities who will receive, or would receive upon exercise of exchanged options or settlement of Inflection Point restricted stock units, at least 0.15% of the aggregate consideration.
  • Lock-up extended to employees: The amendment extends lock-up requirements to employees of Elroy Air who will continue to be employed by Elroy Air or Inflection Point following the closing, regardless of the portion of aggregate consideration such holder will or would receive.
  • Registration Statement effective: According to the filing, the Registration Statement on Form S-4 was declared effective by the SEC on November 5, 2026, and the definitive proxy statement/prospectus mailing commenced as of the close of business on October 30, 2026.

Key Changes in Amendment No. 2 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 first amended on October 27, 2026. The Second Amendment, executed on November 11, 2026, primarily addresses how merger consideration will be delivered to Elroy Air equity holders and who must sign lock-up agreements at closing. The registrant is listed on NASDAQ:IPXG.

On the procedural side, the filing states the BCA Amendment "eliminates any requirement for holders of Elroy Air common stock or preferred stock to deliver a letter of transmittal or surrender any certificate or other instrument representing such shares as a condition to receiving their applicable merger consideration." Instead, the amendment provides that Continental will deliver consideration directly in book-entry form to holders reflected on Elroy Air's record books immediately prior to the effective time of the Merger, with certain exclusions including excluded shares, restricted stock units, and options in the case of common stock.

Regarding lock-up agreements, the amendment adjusts the closing condition to require executed seller lock-up agreements from holders who will receive at least 0.15% of the aggregate consideration, and separately extends those requirements to continuing Elroy Air employees regardless of their consideration threshold. The filing also notes that the form of Seller Lock-Up Agreement attached as Exhibit E-2 to the original Business Combination Agreement is replaced by the form attached as Exhibit A to the BCA Amendment. The filing states that except as expressly amended, "the Business Combination Agreement remains in full force and effect in accordance with its terms."

What Was Disclosed

Inflection Point Acquisition Corp. VII disclosed the execution of a second amendment to its Business Combination Agreement with Elroy Air, Inc., modifying stock exchange mechanics, lock-up agreement obligations, and related definitions, while confirming the broader merger agreement otherwise remains unchanged.