---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-26-074998"
form_type: "8-K"
ticker: "CMII"
cik: "0002088805"
company_name: "Columbus Circle Capital Corp II"
filed_at: "2026-07-02T20:20:36+00:00"
generated_at: "2026-07-02T20:22:33.025992+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Columbus Circle Capital Corp II (CMIIU) enters into business combination agreement with Elroy Air

## Summary
- Merger consideration valued at $800M, paid in shares of New Elroy Air Common Stock to Elroy Air equity holders.
- Pre-Funded Note Investment of $78.4M face value ($66.6M purchase price) with 12% interest, one-year maturity.
- Earnout of up to 11M additional shares based on stock price thresholds ($15, $20) and $50M organic revenue milestone.
- Closing expected in Q4 2026, subject to SPAC shareholder approval and other customary conditions.
- New board of directors to consist of 7 members; one designated by Inflection Point CEO, rest by Elroy Air.

## SEC filing metadata
- accession: 0001213900-26-074998
- form_type: 8-K
- ticker: CMII
- cik: 0002088805
- company_name: Columbus Circle Capital Corp II
- filed_at: 2026-07-02T20:20:36+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2088805/000121390026074998/0001213900-26-074998-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2088805/000121390026074998/ea0296438-8k425_columbus2.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-26-074998
- JSON: https://secwatch.observer/filing/0001213900-26-074998.json
- Plain text: https://secwatch.observer/filing/0001213900-26-074998.txt

## Key facts
- Executive change
  Kevin Shannon was appointed as Chief Executive Officer at Columbus Circle Capital Corp II.
  - Action: appointed
  - Role: Chief Executive Officer
  source text: Kevin Shannon was appointed as Chief Executive Officer of Inflection Point.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2088805/000121390026074998/0001213900-26-074998-index.htm
- Executive change
  Gary Quin resigned as Chairman of the Board at Columbus Circle Capital Corp II.
  - Action: resigned
  - Role: Chairman of the Board
  source text: Effective June 26, 2026, Gary Quin resigned as Chairman and Chief Executive Officer of Inflection Point
  evidence_url: https://www.sec.gov/Archives/edgar/data/2088805/000121390026074998/0001213900-26-074998-index.htm
- Executive change
  Gary Quin was appointed as President at Columbus Circle Capital Corp II.
  - Action: appointed
  - Role: President
  source text: Effective June 26, 2026, Gary Quin was appointed as President of Inflection Point.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2088805/000121390026074998/0001213900-26-074998-index.htm
- Executive change
  Michael Blitzer was appointed as Chairman of the Board at Columbus Circle Capital Corp II.
  - Action: appointed
  - Role: Chairman of the Board
  source text: Michael Blitzer was appointed as director and Chairman of the Board of Directors
  evidence_url: https://www.sec.gov/Archives/edgar/data/2088805/000121390026074998/0001213900-26-074998-index.htm
- Executive change
  Gary Quin resigned as Chief Executive Officer at Columbus Circle Capital Corp II.
  - Action: resigned
  - Role: Chief Executive Officer
  source text: Effective June 26, 2026, Gary Quin resigned as Chairman and Chief Executive Officer of Inflection Point
  evidence_url: https://www.sec.gov/Archives/edgar/data/2088805/000121390026074998/0001213900-26-074998-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.