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DealsNov 12, 2026, 08:11 AM

CMII Amends Business Combination Agreement with Elroy Air

AI Summary

Inflection Point Acquisition Corp. II (CMII), now operating as Inflection Point Acquisition Corp. VII, has entered into a Second Amendment to its Business Combination Agreement with Elroy Air, Inc. The amendment streamlines the stock exchange process by removing the requirement for a letter of transmittal for Elroy Air shareholders. It also expands the scope of lock-up agreements to include employees of Elroy Air who will continue with the combined entity, irrespective of the amount of consideration they receive. The agreement also updates the form of the Seller Lock-Up Agreement and removes references to the letter of transmittal as a condition for receiving merger consideration.

Key Highlights

  • Inflection Point Acquisition Corp. VII (CMII) and Elroy Air, Inc. entered into the Second Amendment to Business Combination Agreement.
  • The amendment modifies stock exchange procedures to eliminate the need for a letter of transmittal for Elroy Air shareholders.
  • Lock-up requirements are extended to employees of Elroy Air who continue employment post-closing, regardless of consideration received.
  • The form of Seller Lock-Up Agreement has been updated.
  • References to 'Letter of Transmittal' as a condition for receiving merger consideration have been deleted.