Inflection Point Acquisition Corp. VII — Form 8-K

Inflection Point Acquisition Corp. VII, Elroy Air Inc., and merger sub IPGX Merger Sub Inc. executed a First Amendment dated October 27, 2026 to their June 26, 2026 Business Combination Agreement. Key changes include: (1) revised treatment of Company Options, RSUs, and Preferred Stock conversion mechanics to align with Section 409A and Section 422 tax requirements; (2) extended financial statement delivery deadline to September 30, 2026 (from unspecified earlier date) and made failure to deliver non-material to closing conditions; (3) increased post-closing equity incentive plan reserve from unspecified to 12% of Purchaser Fully Diluted Capitalization; (4) split SEC filing fees 50/50 between parties; (5) amended lock-up threshold from unspecified to holders receiving ≥1.0% of Aggregate Consideration. No specific deal valuation, stock exchange ratios, or dollar amounts are disclosed in the amendment itself.