Inflection Point Acquisition Corp. VII (IPXG) has entered into a First Amendment to its previously announced Business Combination Agreement with Elroy Air, Inc. The amendment, dated October 27, 2026, modifies the terms of the merger between Inflection Point and Elroy Air, which was originally agreed upon on June 26, 2026.
The amendment addresses several key provisions of the original agreement. It amends Section 2.03(a)(ii) to clarify that outstanding Elroy Air options will be converted into options to purchase shares of New Elroy Air Common Stock based on a Common Stock Exchange Ratio. It also specifies that only unvested Elroy Air options subject to a 50%/50% allocation between the New Elroy Air Incentive Plan and grants outside the plan will be included in this exchange.
Additionally, the amendment modifies Section 6.14(a) to establish 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 exceed 12% of the Purchaser Fully Diluted Capitalization. It also amends Section 6.14(a) to require Elroy Air to deliver unaudited reviewed financial statements as of and for the six-month periods ended June 30, 2026 and 2025 by September 30, 2026, clarifying that a failure to deliver these documents will not constitute a breach of the agreement.
Other changes include provisions requiring Elroy Air equityholders who will receive at least 1.0% of the Aggregate Consideration to deliver a Seller Lock-Up Agreement, and updates to definitions regarding "Company Adjusted Fully Diluted Capital" and "Eligible Stockholder." The Business Combination Agreement remains in full force and effect, subject to these amendments.
The merger is subject to shareholder approval and the effectiveness of a registration statement on Form S-4 filed with the SEC.
