Form 8-K

8-K — Inflection Point Acquisition Corp. VII

Accession: 0001213900-26-113102

Filed: 2026-10-28

Period: 2026-10-27

CIK: 0002088805

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — ea0309913-8k425_inflection7.htm (Primary)

EX-10.1 — FIRST AMENDMENT TO BUSINESS COMBINATION AGREEMENT, DATED AS OF OCTOBER 27, 2026, BY AND AMONG INFLECTION POINT ACQUISITION CORP. VII, IPGX MERGER SUB, INC. AND ELROY AIR, INC. (TO BE FILED BY AMENDMENT) (ea030991301ex10-1.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

October 27, 2026

INFLECTION POINT ACQUISITION CORP. VII

(Exact name of registrant as specified in its

charter)

Cayman Islands

001-43112

98-1890239

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

Columbus Circle, 24th Floor

New York, New York 10019

(Address of principal executive offices, including

zip code)

(646) 792-5600

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant

IPXGU

The Nasdaq Stock Market LLC

Class A Ordinary Shares, par value $0.0001 per share

IPXG

The Nasdaq Stock Market LLC

Redeemable Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share

IPXGW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry Into A Material Definitive

Agreement

Amendment No. 1 to Business Combination Agreement

As previously described in a current report on

Form 8-K filed on July 2, 2026, on June 26, 2026, Inflection Point Acquisition Corp. VII (f/k/a Columbus Circle Capital Corp II), a Cayman

Islands exempted company (“Inflection Point”), entered into a Business Combination Agreement (as it may be amended,

supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”),

by and among Inflection Point, IPGX Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Inflection Point

(“Merger Sub”), and Elroy Air, Inc., a Delaware corporation (“Elroy Air”), pursuant to which, among

other things and subject to the terms and conditions therein, Merger Sub will merge with and into Elroy Air, with Elroy Air continuing

as the surviving corporation (the “Merger”). The transactions contemplated by the Business Combination Agreement are

referred to herein as the “Business Combination.”

On October 27, 2026, Inflection Point, Merger

Sub and Elroy Air entered into the First Amendment to Business Combination Agreement (the “BCA Amendment”). Among other

things, the BCA Amendment: (i) amends Section 2.03(a)(ii) of the Business Combination Agreement to provide that each Elroy Air Option

outstanding immediately prior to the Effective Time will be converted into an option to purchase shares of New Elroy Air Common Stock

(an “Exchanged Option”) based on the Common Stock Exchange Ratio, rather than a separate option exchange ratio, and

to clarify that the Elroy Air Options subject to the 50%/50% allocation between the New Elroy Air Incentive Plan and grants outside of

the plan are only those Elroy Air Options that were unvested as of the date of the Business Combination Agreement and remain unvested

immediately prior to the Effective Time; (ii) provides that 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, and that certain

specified restricted stock units will be taken into account in determining the Eligible Stockholders and their Pro Rata Shares of the

Earnout Shares; (iii) amends Section 6.14(a) to provide that 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

(the “EIP Limit”), and adds a definition of “Purchaser Fully Diluted Capitalization”; (iv) requires Elroy

Air 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, and provides that failure to deliver such financial statements or the PCAOB Financial Statements by the applicable

deadlines will not constitute a breach of the Business Combination Agreement or a failure of the related closing condition; (v) requires,

as a condition to Inflection Point’s obligation to close, delivery of the Seller Lock-Up Agreement by each Elroy Air equityholder

who will receive (including upon exercise of Exchanged Options or settlement of converted restricted stock units) at least 1.0% of the

Aggregate Consideration; and (vi) makes certain related changes to the exchange procedures and the definitions of “Company Adjusted

Fully Diluted Capital,” “Company Fully Diluted Capital,” “Eligible Stockholder” and “Pro Rata Share.”

Except as expressly amended by the BCA Amendment,

the Business Combination Agreement remains in full force and effect in accordance with its terms. The foregoing description of the BCA

Amendment does not purport to be complete and is subject to and qualified in its entirety by the terms and conditions of the BCA Amendment.

A copy of the BCA Amendment is filed with this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Additional Information

The Business Combination will be submitted to

shareholders of Inflection Point for their consideration. In connection with the Business Combination, Inflection Point has filed a registration

statement on Form S-4 with the SEC (as amended and supplemented from time to time, the “Registration Statement”), which includes

a preliminary proxy statement/prospectus and certain other related documents, which will serve as both the proxy statement to be distributed

to shareholders of Inflection Point in connection with its solicitation for proxies for the vote by its shareholders in connection with

the Business Combination and other matters 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 Inflection Point and equityholders of Elroy Air in connection with the completion

of the Business Combination. After the Registration Statement is declared effective, Inflection Point will mail a definitive proxy statement/prospectus

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 Inflection Point

will send to its shareholders in connection with the Business Combination.

INVESTORS AND SECURITY HOLDERS ARE ADVISED TO

READ THE REGISTRATION STATEMENT, THE PRELIMINARY PROXY STATEMENT/PROSPECTUS INCLUDED THEREIN, AND, WHEN AVAILABLE, ANY AMENDMENTS THERETO,

THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE

THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION AND THE PARTIES TO THE BUSINESS COMBINATION. Investors

and security holders may obtain copies of these documents and other documents filed with the SEC free of charge at www.sec.gov. The definitive

proxy statement/prospectus (when available) will be mailed to shareholders of Inflection Point as of a record date to be established for

voting on the Business Combination. Shareholders of Inflection Point may also obtain copies of the proxy statement/prospectus without

charge by directing a request to: Inflection Point Acquisition Corp. VII, 3 Columbus Circle, 24th Floor, New York, NY 10019.

Participants in the Solicitation

Inflection Point 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 Inflection Point’s 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 Inflection Point is contained in the sections entitled “Item 12. Security Ownership

of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Item 10. Directors, Executive Officers and

Corporate Governance” of Inflection Point’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed

with the SEC on March 30, 2026, as supplemented by Inflection Point’s Current Report on Form 8-K filed with the SEC on July 2, 2026,

each of which is available free of charge at the SEC’s website at www.sec.gov. Additional information regarding the interests of

such participants is contained in the Registration Statement.

Elroy Air, its directors, executive officers,

other members of management, and employees, under SEC rules, may be deemed participants in the solicitation of proxies of Inflection Point’s

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 is included in the Registration Statement.

Forward-Looking Statements

Certain statements made herein are not historical

facts but may be considered “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 (“Securities

Act”), as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements generally are

accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”

“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,”

“potential,” “seem,” “seek,” “future,” “outlook” 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 “New Elroy

Air”) following the Business Combination, including the likelihood and ability of the parties to successfully consummate the Business

Combination, Elroy Air’s demand backlog and potential revenue opportunities, future opportunities for New Elroy Air and other statements

that are not historical facts.

These statements are based on the current expectations

of Inflection Point’s and/or Elroy Air’s 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 Inflection Point and Elroy Air. These statements are subject to a number

of risks and uncertainties regarding Elroy Air’s 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 Inflection Point’s 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 Inflection Point 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’s business and the

timing of expected business milestones; the fact that Elroy Air’s demand pipeline currently consists of non-binding letters of intent,

memorandums of understanding and uncommitted early delivery reservations, and the risk that such letters of intent, memorandums of understanding

and early delivery reservations may not convert to binding purchase agreements or result in sales, and there can be no assurance that

any or all of them 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; the risk that contract options under the U.S. Army contract may not be exercised

or that future Congressional appropriations may not be available; the risk that the U.S. Army contract is subject to government termination

for convenience and that future funding is contingent on option exercise and annual budget approvals; 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’s 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’s 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 Inflection Point presently do not know or that

Elroy Air and Inflection Point 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’s and Inflection Point’s expectations,

plans or forecasts of future events and views as of the date of this communication. Elroy Air and Inflection Point anticipate that subsequent

events and developments will cause their assessments to change. However, while Elroy Air and/or Inflection Point may elect to update these

forward-looking statements in the future, Elroy Air and Inflection Point specifically disclaim any obligation to do so. These forward-looking

statements should not be relied upon as representing Elroy Air’s or Inflection Point’s 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.

No Offer or Solicitation

This 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibits

10.1

First Amendment to Business Combination Agreement, dated as of October 27, 2026, by and among Inflection Point Acquisition Corp. VII, IPGX Merger Sub, Inc. and Elroy Air, Inc. (to be filed by amendment)

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 28, 2026

INFLECTION POINT ACQUISITION CORP. VII

By:

/s/ Kevin Shannon

Name:

Kevin Shannon

Title:

Chief Executive Officer

EX-10.1

Filename: ea030991301ex10-1.htm · Sequence: 2

Exhibit 10.1

EXECUTION VERSION

FIRST

AMENDMENT TO BUSINESS COMBINATION AGREEMENT

This First Amendment to Business

Combination Agreement (this “Amendment”), is made and entered into as of October 27, 2026, by and among (i)

Inflection Point Acquisition Corp. VII, a Cayman Islands exempted company (which shall transfer by way of continuation and domesticate

as a Delaware corporation prior to Closing) (the “Purchaser”), (ii) IPGX Merger Sub, Inc., a Delaware corporation

and wholly-owned subsidiary of the Purchaser (“Merger Sub”), and (iii) Elroy Air, Inc., a Delaware corporation

(the “Company”). The Purchaser, Merger Sub and the Company are sometimes referred to herein individually as

a “Party” and, collectively, as the “Parties.”

RECITALS:

WHEREAS, reference

is hereby made to that certain Business Combination Agreement, dated June 26, 2026, by and among the Purchaser, Merger Sub and the Company

(the “Business Combination Agreement”);

WHEREAS, pursuant to

Section 9.10 (Amendment; Waiver) of the Business Combination Agreement, the Business Combination Agreement may be amended, supplemented

or modified only by execution of a written instrument signed by the Purchaser and the Company; and

WHEREAS, in accordance

with Section 9.10 (Amendment; Waiver) of the Business Combination Agreement, the Parties desire to amend the Business Combination Agreement

as set forth in this Amendment.

NOW, THEREFORE, in

consideration of the covenants, promises and representations set forth herein, and for other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, the Parties agree as follows:

Article I

Amendments and consents

1.1.

Amendments. The Parties hereby agree that the Business Combination Agreement shall be amended and/or modified as follows:

(a)

Section 2.03(a) – Effect on Company Securities. Section 2.03(a) of the Business Combination Agreement is amended and

restated in its entirety to read as follows:

“(a) Effect

on Company Securities. At the Effective Time, by virtue of the Merger and without any action on the part of the Purchaser, Merger

Sub, the Company or any holder of securities of any of the foregoing:

(i) each

Company Security that is owned by the Purchaser, Merger Sub or the Company (in treasury or otherwise) immediately prior to the Effective

Time (each, an “Excluded Share”) shall be cancelled and shall cease to exist, and no consideration shall be

delivered in exchange therefore;

(ii) each

Company Option, including the Vested Company Options and Unvested Company Options, that is outstanding immediately prior to the Effective

Time shall be assumed by Purchaser and converted into an option to purchase a number of shares of Domesticated Purchaser Common Stock

(such option, an “Exchanged Option”) equal to the product (rounded down to the nearest whole number) of (x)

the number of shares of Company Common Stock subject to such Company Option immediately prior to the Effective Time and (y) the Common

Stock Exchange Ratio, at an exercise price per share (rounded up to the nearest whole cent) equal to the quotient of (A) the exercise

price per share of such Company Option immediately prior to the Effective Time divided by (B) the Common Stock Exchange Ratio; provided,

however, that the exercise price and the number of shares of Domesticated Purchaser Common Stock purchasable pursuant to the Exchanged

Options shall be determined in a manner consistent with the requirements of Section 409A of the Code and Treasury Regulation Section 1.409A-1(b)(5)(v)(D);

provided, further, that in the case of any Exchanged Option to which Section 422 of the Code applies, the exercise price

and the number of shares of Domesticated Purchaser Common Stock purchasable pursuant to such option shall be determined in accordance

with the foregoing, subject to such adjustments as are necessary in order to satisfy the requirements of Section 424(a) of the Code. Notwithstanding

anything to the contrary herein, with respect to the Unvested Company Options that were Unvested Company Options (determined as of the

date of this Agreement) and that remain Unvested Company Options as of immediately prior to the Effective Time (i.e., after excluding

any Company Options that were Unvested Company Options as of the date of this Agreement but that have become vested and exercisable between

the date of this Agreement and immediately prior to the Effective Time) (the “Signing-Date Unvested Company Options”),

fifty percent (50%) of such Signing-Date Unvested Company Options (rounded down to the nearest whole number on an aggregate basis) shall,

upon their assumption and conversion into Exchanged Options, be granted under, and the shares of Domesticated Purchaser Common Stock subject

thereto shall be issued pursuant to and counted against the share reserve of, the Equity Incentive Plan, and shall accordingly reduce,

and be subject to, the EIP Limit; and the remaining fifty percent (50%) of such Signing-Date Unvested Company Options, together with all

Vested Company Options, shall be assumed by Purchaser and converted into Exchanged Options outside of, and shall not count against the

share reserve of or the EIP Limit under, the Equity Incentive Plan. Except as specifically provided above or as agreed to in writing with

any holder of a Company Option, following the Effective Time, each Exchanged Option shall continue to be governed by the same vesting

and exercisability terms and otherwise substantially similar terms and conditions as were applicable to the corresponding former Company

Option immediately prior to the Effective Time. At or prior to the Effective Time, the Parties and their boards, as applicable, shall

adopt any resolutions and take any actions that are necessary to effectuate the treatment of the Company Options pursuant to this Section

2.03(a)(ii);

(iii) each

share of Company Preferred Stock (including each share of Company Preferred Stock issued upon the conversions and exercises described

in Sections 2.01(a)-(b)) issued and outstanding immediately prior to the Effective Time shall be canceled and converted into the

right to receive (1) the number of shares of Domesticated Purchaser Common Stock equal to the greater of (A) the quotient obtained from

(x) the applicable Preferred Stock Liquidation Preference of such share of Company Preferred Stock divided by (y) the Redemption Price

(such shares of Company Preferred Stock receiving a number of shares of Domesticated Purchaser Common Stock pursuant to this clause (A),

“Preferred Stock Preference Exchange”) and (B) the product of (x) the number of shares of Company Common Stock

that such share of Company Preferred Stock would be entitled to convert into as of immediately prior to the Effective Time in accordance

with the Company Certificate of Incorporation, multiplied by (y) the Common Stock Exchange Ratio (such shares of Company Preferred Stock

receiving a number of shares of Domesticated Purchaser Common Stock pursuant to this clause (B), “Preferred Stock As-Converted

Exchange”), and (2) the Per Share Earn-out Consideration;

(iv) each

share of Company Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall

be cancelled and converted into the right to receive the Per Share Base Consideration and the Per Share Earn-out Consideration; and

(v) each

Company RSU outstanding as of the Effective Time shall automatically (without any further action required of the holder of such Company

RSU): (x) cease to represent a right to acquire shares of Company Common Stock as of the Effective Time; and (y) be assumed and converted,

on the same terms and conditions as were applicable under the Company’s Equity Incentive Plan or its terms (as applicable) and any

applicable award agreement thereunder as of the Effective Time, including satisfaction of any “Liquidity Event” vesting condition

as of the Effective Time as determined in accordance with such award agreement terms, into a restricted stock unit award representing

the right to acquire that number of Domesticated Purchaser Common Stock (rounded down to the nearest whole share) equal to the product

of (A) the number of shares of Company Common Stock subject to such Company RSU and (B) the Common Stock Exchange Ratio (a “Purchaser

RSU”).”

(b)

Section 2.04(a) (Surrender and Payment). Section 2.04(a) of the Business Combination Agreement is hereby amended and restated

in its entirety to read as follows:

“(a) Exchange

Fund. Immediately prior to or at the Effective Time, the Purchaser shall deposit, or cause to be deposited, with Continental for the

benefit of the Company Stockholders (other than with respect to any Excluded Shares, Company RSUs and Company Options) evidence in book-entry

form of shares of Domesticated Purchaser Common Stock representing the number of shares of Domesticated Purchaser Common Stock sufficient

to deliver the aggregate Per Share Base Consideration payable with respect thereto pursuant to Section 2.03 of this Agreement (the

“Exchange Fund”). The Purchaser shall cause Continental, pursuant to irrevocable instructions, to pay the Per

Share Base Consideration out of the Exchange Fund in accordance with the terms of this Agreement.”

(c)

Section 2.04(b) (Surrender and Payment). Section 2.04(b) of the Business Combination Agreement is hereby amended and restated

in its entirety to read as follows:

“(b) Stock

Exchange Procedures. Within two (2) Business Days following the effectiveness of the Proxy Statement/Registration Statement, the Purchaser

shall cause Continental to deliver to each holder of shares of Company Common Stock (other than with respect to any Excluded Shares, Company

RSUs and Company Options) and Company Preferred Stock, instructions for exchanging each such holder’s shares (other than any Excluded

Shares, Company RSUs and Company Options) for such holder’s applicable portion of the Aggregate Common Stock Base Consideration

and the Aggregate Preferred Stock Consideration from the Exchange Fund, and which shall be in a form reasonably acceptable to the Parties

(a “Letter of Transmittal”). Promptly following receipt of a properly completed and executed Letter of Transmittal,

and in any event within two (2) Business Days following the Closing, Continental shall deliver the applicable portion of the Aggregate

Common Stock Base Consideration or the Aggregate Preferred Stock Consideration to each such holder with respect to such shares of Company

Common Stock and Company Preferred Stock. Effective as of one (1) Business Day prior to soliciting the Company Stockholder Approval pursuant

to Section 7.01(b), the Company will not record or recognize any transfers of Company Securities on the record books of the Company,

other than transfers as to which the Company has been notified of, in writing, prior to such Business Day.”

(d)

Section 6.04 (Annual and Interim Financial Statements). Section 6.04(b) and 6.04(c) are hereby amended and restated in their

entirety to read as follows:

“(b) To the

extent not already delivered, as soon as reasonably practicable following the date of this Agreement, but in no event later than September

30, 2026, the Company shall deliver to the Purchaser unaudited reviewed consolidated balance sheets and statements of operations, comprehensive

loss, stockholders’ equity and cash flows of the Company as of and for the six-month periods ending June 30, 2026 and 2025, which

comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange

Act and the Securities Act applicable to a registrant (the “Updated 2Q Financial Statements”) and as soon as

reasonably practicable, the Company shall deliver to the Purchaser any other audited or unaudited financial statements of the Company

that are required by applicable law to be included in the Proxy Statement/Registration Statement; provided, that upon delivery of such

Updated 2Q Financial Statements and any other audited or unaudited financial statements of the Company, the representation and warranties

set forth in Section 4.06 shall be deemed to apply to the Updated 2Q Financial Statements and any other audited or unaudited financial

statements of the Company, mutatis mutandis, with the same force and effect as if made as of the date of this Agreement.

anything else in this Agreement, failure to provide the PCAOB Financial Statements and the Updated 2Q Financial Statements by the deadlines

specified in Section 6.04 shall not be a breach of this Agreement.”

(e)

Section 6.13 (Registration Statement and Prospectus). Section 6.13(a)(i) of the Business Combination Agreement is hereby

amended and restated in its entirety to read as follows:

“(i) As promptly

as practicable after the execution of this Agreement and receipt by the Purchaser of the PCAOB Financial Statements, the Updated 2Q Financial

Statements and any other audited or unaudited financial statements of the Company that are required by applicable Law to be included in

the Proxy Statement/Registration Statement, (x) the Purchaser and the Company shall jointly prepare and the Purchaser shall file with

the SEC, mutually acceptable materials (such agreement not to be unreasonably withheld, conditioned or delayed by the Purchaser or the

Company) that shall include the proxy statement to be filed with the SEC as part of the Registration Statement and sent to the Purchaser

Shareholders relating to the Purchaser Shareholders’ Meeting (such proxy statement, together with any amendments or supplements

thereto, the “Proxy Statement”), and (y) the Purchaser shall prepare (with the Company’s and its Representatives

reasonable cooperation) and file with the SEC the Registration Statement, in which the Proxy Statement will be included as a prospectus

(the “Proxy Statement/Registration Statement”), in connection with the registration under the Securities Act

of (A) the shares of Domesticated Purchaser Common Stock and Domesticated Purchaser Warrants to be issued in exchange for the issued and

outstanding Purchaser Ordinary Shares and the Cayman Purchaser Warrants, respectively, in the Domestication, (B) the shares of Domesticated

Purchaser Common Stock that constitute the Aggregate Consideration, (C) the shares of Domesticated Purchaser Series A Preferred Stock

that constitute the Convertible Note Consideration, (D) the Domesticated Purchaser Series A Investor Warrants that constitute the Pre-Funded

Convertible Note Investor Warrant Consideration, (E) the shares of Domesticated Purchaser Common Stock issuable upon conversion of the

shares of Domesticated Purchaser Series A Preferred Stock that constitute the Convertible Note Consideration, (F) the shares of Domesticated

Purchaser Common Stock issuable upon exercise of the Domesticated Purchaser Series A Investor Warrants that constitute the Pre-Funded

Convertible Note Investor Warrant Consideration, (G) the shares of Domesticated Purchaser Common Stock subject to the Exchanged Options,

and (H) the shares of Domesticated Purchaser Common Stock subject to Purchaser RSUs (if any) (collectively, the “Registration

Statement Securities”). The filing fees payable to the SEC in connection with the Proxy Statement/Registration Statement

will be split 50/50 by the Purchaser and the Company. Each of the Purchaser and the Company shall use its reasonable best efforts to cause

the Proxy Statement/Registration Statement to comply with the rules and regulations promulgated by the SEC, to have the Registration Statement

declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective

as long as is necessary to consummate the Transactions. The Purchaser also agrees to use its reasonable best efforts to obtain all necessary

state securities law or “blue sky” permits and approvals required to carry out the transactions contemplated hereby, and the

Company shall furnish all information concerning the Company and any of its stockholders as may be reasonably requested in connection

with any such action. Each of the Purchaser and the Company agrees to furnish to the other party all information concerning itself, its

Subsidiaries, if applicable, officers, directors, managers, stockholders, and other equityholders and information regarding such other

matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy Statement/Registration

Statement, a Current Report on Form 8-K pursuant to the Exchange Act in connection with the Transactions, or any other statement, filing,

notice or application made by or on behalf of the Purchaser or the Company to any regulatory authority (including Nasdaq) in connection

with the Transactions (the “Offer Documents”).”

(f)

Section 6.14 (Employee Matters). Section 6.14(a) is hereby amended and restated in its entirety to read as follows:

“(a) The Purchaser

and the Company shall use their commercially reasonable efforts to agree to a form of equity incentive plan that provides for grants of

equity-based incentive of awards to eligible service providers of the Company (the “Equity Incentive Plan”),

such agreement by either Party not to be unreasonably withheld, conditioned or delayed; provided, however, that maximum number of shares

of Domesticated Purchaser Common Stock issuable thereunder immediately following the consummation of the Transactions shall not be more

than twelve percent (12%) of the Purchaser Fully Diluted Capitalization at that time (the “EIP Limit”). If such

Equity Incentive Plan is in agreed form prior to the effective date of the Registration Statement, the Purchaser shall, prior to the Closing

Date, adopt such Equity Incentive Plan and submit it for approval of the Purchaser’s Shareholders at the Purchaser Shareholders’

Meeting. The Purchaser and the Company shall determine the initial award grants that shall be granted to eligible service providers identified

by the Company and agreed to by the Purchaser as soon as reasonably practicable following the Effective Time and in a form of award agreement,

in each case, as mutually agreed between the Purchaser and the Company based upon benchmarking against peer public companies (taking into

account employee hiring needs and the development stage nature of the Company) and in consultation with an independent outside compensation

advisor, such agreement by either Party not to be unreasonably withheld, conditioned or delayed.”

(g)

Section 7.03 (Conditions to Obligations of the Purchaser and Merger Sub). Section 7.03(b) is hereby amended and restated

in its entirety to read as follows:

“(b) Agreements

and Covenants. The Company shall have performed in all material respects all of its obligations and complied in all material respects

with all of the agreement and covenants (except for the requirement to provide the PCAOB Financial Statements and the Updated 2Q Financial

Statements by the deadlines specified in Section 6.04) under this Agreement to be performed or complied with by it or prior to

the Closing Date.”

(h)

Section 7.03 (Conditions to Obligations of the Purchaser and Merger Sub). Section 7.03(d)(III)(D) is hereby amended and

restated in its entirety to read as follows:

“(D) A copy of the

Seller Lock-Up Agreement, duly executed by each holder of equity securities of the Company who will receive, or would receive upon exercise

of the Exchanged Options or settlement of the Purchaser RSUs, at least 1.0% of the Aggregate Consideration.”

(i)

Section 10.01 (Certain Definitions). Each of the following definitions set forth in Section 10.01 of the Business Combination

Agreement is hereby amended and restated in its entirety as follows:

(i)

“Company Adjusted Fully Diluted Capital” means the sum (without duplication) of the aggregate number

of (i) shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, assuming and after giving

effect to the conversion of all Company Convertible Securities pursuant to Section 2.02, (ii) all shares of Company Common Stock

issuable upon full exercise of all issued and outstanding Company Warrants (calculated using the treasury method of accounting on a cashless

exercise basis), (iii) all shares of Company Common Stock issuable upon full exercise of all Vested Company Options outstanding as of

immediately prior to the Effective Time (calculated using the treasury method of accounting on a cashless exercise basis), (iv) all shares

of Company Common Stock issuable upon full exercise of all Unvested Company Options, which are not the Signing-Date Unvested Company Options,

that remain outstanding as of immediately prior to the Effective Time (calculated using the treasury method of accounting on a cashless

exercise basis), and (v) all shares underlying the Company RSUs, whether vested or unvested, outstanding as of immediately prior to the

Effective Time.

(ii)

“Company Convertible Security” means each convertible promissory note, simple agreement for future equity

or similar instrument or Contract issued by the Company or entered into by the Company pursuant to which any Person has the right to convert

or exchange such instrument or Contract into equity securities of the Company (for the avoidance of doubt, excluding Company Warrants,

Company Options and Company RSUs).

(iii)

“Company Fully Diluted Capital” means the sum (without duplication) of the aggregate number of (i) shares

of Company Common Stock that are issued and outstanding immediately prior to the Effective Time, assuming and after giving effect to the

conversion of all Company Convertible Securities (other than the Pre-Funded Convertible Notes) pursuant to Section 2.02, (ii) shares

of Company Preferred Stock that are issued and outstanding immediately prior to the Effective Time, assuming and after giving effect to

the conversion of all Company Convertible Securities (other than the Pre-Funded Convertible Notes) pursuant to Section 2.02, (iii)

all shares of Company Common Stock and Company Preferred Stock issuable upon full exercise of all issued and outstanding Company Warrants

(calculated using the treasury method of accounting on a cashless exercise basis), (iv) all shares of Company Common Stock issuable upon

full exercise of all Vested Company Options outstanding as of immediately prior to the Effective Time (calculated using the treasury method

of accounting on a cashless exercise basis), (v) all shares of Domesticated Purchaser Common Stock that are issuable upon conversion of

Domesticated Purchaser Series A Preferred Stock issued pursuant to Section 2.02(a) of this Agreement and (vi) all shares of Company

Common Stock that are issuable under the Specified RSUs as set forth in Schedule 10-D.

(iv)

“Company Securities” means, collectively, the Company Common Stock, the Company Preferred Stock, the

Company Convertible Securities, the Company Options, the Company Warrants, the Company RSUs and all other shares, warrants and other securities

of the Company.

(v)

“Eligible Stockholder” means a holder of Company Common Stock, Company Preferred Stock, Pre-Funded Convertible

Notes, Company Warrants (including for this purpose the Company Pre-Funded Convertible Note Investor Warrants), Vested Company Options

and, to the extent set forth in Schedule 10-D, the Specified RSUs, as of immediately prior to the Effective Time and each of their respective

successors and assigns. For the avoidance of doubt, a list of all Eligible Stockholders as of October 27, 2026, together with an illustrative

allocation schedule showing a hypothetical earnout payout under the terms of this Agreement (using, solely for this purpose, an assumed

closing date and assumed earnout payout date as described therein), is set forth on Schedule 10-C of the Company Disclosure Letter; provided,

however, that the allocation schedule showing such hypothetical payout in Schedule 10-C is provided for illustrative purposes only and

shall not be deemed to define, limit, expand or otherwise modify the term "Eligible Stockholder".

(vi)

“Pro Rata Share” means, for each Eligible Stockholder, a percentage determined by dividing (a) (i) the

total number of shares of Domesticated Purchaser Common Stock issued or issuable to such Eligible Stockholder in the Merger in exchange

for such Eligible Stockholder’s Company Common Stock, Company Convertible Securities, Company Preferred Stock, Company Warrants,

the Specified RSUs and Vested Company Options or (ii) in the case of holders of Pre-Funded Convertible Notes prior to the Merger, the

total number of shares of Domesticated Purchaser Common Stock issuable to such Eligible Stockholder upon a hypothetical conversion at

the time of the applicable Triggering Event of such Eligible Stockholder’s Domesticated Purchaser Series A Preferred Stock received

in the Merger, divided by (b) the sum of (i) the total number of shares of Domesticated Purchaser Common Stock issued to all Eligible

Stockholders in the Merger in exchange for the Company Common Stock, Company Convertible Securities, Company Preferred Stock, Company

Warrants, the Specified RSUs and Vested Company Options; and (ii) the total number of shares of Domesticated Purchaser Common Stock issuable

to such Eligible Stockholders upon a hypothetical conversion of all Eligible Stockholders’ Domesticated Purchaser Series A Preferred

Stock at the time of the applicable Triggering Event.

(j)

Section 10.01 (Certain Definitions). Section 10.01 of the Business Combination Agreement is hereby amended by

deleting the defined term “Updated 1Q Financial Statements” and by adding the following new defined terms in the appropriate

alphabetical order:

(i)

“Company RSU” means each restricted stock unit of the Company that is outstanding as of immediately prior

to the Effective Time.

(ii)

“Purchaser Fully Diluted Capitalization” means the sum (without duplication) of the aggregate number

of (i) shares of Domesticated Purchaser Common Stock that are issued and outstanding immediately after the Effective Time, (ii) the total

number of shares of Domesticated Purchaser Common Stock issuable upon conversion of all Domesticated Purchaser Series A Preferred Stock

issued and outstanding immediately after the Effective Time, (iii) shares of Domesticated Purchaser Common Stock that are issuable upon

exercise of the Domesticated Purchaser Series A Investor Warrants and Domesticated Purchaser Warrants issued and outstanding immediately

after the Effective Time, (iv) shares of Domesticated Purchaser Common Stock that are issuable upon exercise of the Exchanged Options

and Purchaser RSUs issued and outstanding immediately after the Effective Time, (v) the Earnout Shares, and (vi) the shares of Domesticated

Purchaser Common Stock that are reserved and not issued under the Equity Incentive Plan immediately after the Effective Time.

(iii)

“Purchaser RSU” has the meaning specified in Section 2.03(a)(v).

(iv)

“Specified RSU” means each Company RSU, whether vested or unvested, set forth on Schedule 10-D.

(v)

“Updated 2Q Financial Statements” has the meaning specified in Section 6.04(b).

(k)

Schedule 10-C. Schedule 10-C of the Company Disclosure Letter is hereby amended and restated in its entirety to incorporate

Schedule 10-C listed as Exhibit A of this Amendment.

(l)

Schedule 10-D. The Business Combination Agreement is hereby amended to incorporate Schedule 10-D listed on Exhibit B of

this Amendment.

1.2.

Effect of Amendments. The Parties hereby acknowledge and agree that this Amendment and the amendments set out in Section 1.1

above shall be effective as of the date hereof. This Amendment is supplemental to the Business Combination Agreement and is to be read

and construed as one instrument with the Business Combination Agreement. On and after the date hereof, each reference in the Business

Combination Agreement or the Ancillary Documents to the provisions amended pursuant to Section 1.1 above shall be a reference

to the respective provision as amended hereby, and each reference to the Business Combination Agreement in the Ancillary Documents shall

be a reference to the Business Combination Agreement as amended hereby. The Business Combination Agreement, as amended by this Amendment,

is and shall continue to be in full force and effect and is in all respects ratified and confirmed hereby. This Amendment shall not constitute

an amendment or waiver of any provision of the Business Combination Agreement or the Ancillary Documents not expressly amended or waived

herein and shall not be construed as an amendment, waiver, or consent to any action that would require an amendment, waiver, or consent

except as expressly stated herein. This Amendment is without prejudice to any rights or claims of any Party arising under the terms of

the Business Combination Agreement or other Ancillary Documents before the date of this Amendment.

Article II

GENERAL PROVISIONS

2.1.

Counterparts. This Amendment may be executed and delivered (including by facsimile, email or other electronic transmission)

in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be

an original but all of which taken together shall constitute one and the same agreement.

2.2.

Entire Agreement. This Amendment, together with the Business Combination Agreement and the other Ancillary Documents: (a)

constitute the entire agreement among the Parties with respect to their subject matter and supersede all prior and current agreements

and understandings, both written and oral, among the Parties with respect to their subject matter; and (b) are not intended to confer

upon any other Person other than the Parties any rights or remedies, except as expressly provided in the Business Combination Agreement.

2.3.

Other Provisions. The following provisions in the Business Combination Agreement are incorporated by reference herein and

shall apply mutatis mutandis with respect to the subject matter of this Amendment: Section 9.02 (Notices), Section

9.03 (Binding Effect; Assignment), Section 9.04 (Third Parties), Section 9.05 (Governing Law),

Section 9.06 (Jurisdiction), Section 9.07 (Waiver of Jury Trial), Section 9.08 (Specific Performance),

Section 9.09 (Severability), and Section 9.10 (Amendment; Waiver).

[Signature

Pages Follow]

IN WITNESS WHEREOF, each Party

hereto has caused this First Amendment to Business Combination Agreement to be executed as of the date first written above.

The Purchaser:

Inflection Point Acquisition Corp. VII

By:

/s/ Gary Quin

Name:

Gary Quin

Title:

President

[Signature Page to the First Amendment to the

Business Combination Agreement]

IN WITNESS WHEREOF, each Party

hereto has caused this First Amendment to Business Combination Agreement to be executed as of the date first written above.

The Merger Sub:

IPGX Merger Sub, Inc.

By:

/s/ Gary Quin

Name:

Gary Quin

Title:

President

[Signature Page to the First Amendment to the

Business Combination Agreement]

IN WITNESS WHEREOF, each Party

hereto has caused this First Amendment to Business Combination Agreement to be executed as of the date first written above.

The Company:

ELROY AIR, INC.

By:

/s/ Andrew Clare

Name:

Andrew Clare

Title:

Chief Executive Officer

[Signature Page to the First Amendment to the

Business Combination Agreement]

EXHIBIT A

SCHEDULE 10-C (Eligible Stockholders)

[Redacted]

EXHIBIT B

SCHEDULE 10-D (Specified RSUs)

[Redacted]

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