Columbus Circle Capital Corp II

DEF 14A 1 ea0298890-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

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Schedule 14A Information

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF

THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

COLUMBUS CIRCLE CAPITAL CORP II

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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PROXY STATEMENT — DATED AUGUST 4, 2026

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

OFCOLUMBUS CIRCLE CAPITAL CORP II

TO BE HELD ONAUGUST 26, 2026

To the Shareholders of Columbus Circle Capital Corp II:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Extraordinary General Meeting”) of the shareholders of Columbus Circle Capital Corp II, a Cayman Islands exempted company (the“Company,” “we,” “us” or “our”), will be held on August 26, 2026, at 10:00 a.m., New York Time, at the offices of White & Case LLP, our legal counsel, at 1221 Avenue of the Americas, New York, NY 10020 and virtually via live webcast athttps://www.cstproxy.com/cmii/2026. You can also listen to, but not attend, the Extraordinary General Meeting via teleconference* using the following dial-in information:

Telephone access (listen-only):

Within the U.S. and Canada: +1 800-450-7155 (toll-free)

Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply)

Conference ID: 7146417#

• Shareholders participating via the listen-only method will not be considered present for the Extraordinary General Meeting and will not be counted towards quorum.

The Extraordinary General Meeting may be held at such other time, or on such other date and at such other place to which the meeting may be postponed or adjourned. You are cordially invited to attend the Extraordinary General Meeting for the purpose of considering and voting on the following proposals (unless the Company determines that it is not necessary to hold the Extraordinary General Meeting as described in the accompanying proxy statement), more fully described below in the accompanying proxy statement, which is dated August 4, 2026 and is first being mailed to shareholders on or about August 5, 2026:

• Proposal No. 1 — Name Change Proposal — To approve, as special resolutions, the change of the name of the Company from “Columbus Circle Capital Corp II” to “Inflection Point Acquisition Corp. VII” and an amendment to the Company’s current Amended and Restated Memorandum and Articles of Association and Articles of Association (as may be amended from time to time, the “Articles”) in the form set forth in Annex A to the accompanying proxy statement, to reflect the change the name of the Company (the “Name Change” and such proposal, the “Name Change Proposal”).

The text of the special resolutions are as follows:

“RESOLVED, as a special resolution, that:

(a) subject to the proposed new name conforming with section 30 of the Companies Act (Revised) of the Cayman Islands, the Company change its name from Columbus Circle Capital Corp II to Inflection Point Acquisition Corp. VII with immediate effect (the “Name Change”); and

(b) immediately following the Name Change, the Company adopt the Amended and Restated Memorandum and Articles of Association (the “Articles”) in the form set forth in Annex A hereto in substitution for, and to the exclusion of, the Company’s existing amended and restated memorandum and articles of association, to reflect the Name Change.”

• Proposal No. 2 — Adjournment Proposal — To approve, as an ordinary resolution, the adjournment of the Extraordinary General Meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Name Change Proposal or if the Board determines that additional time is necessary to effectuate the Name Change. This proposal is referred to as the “Adjournment Proposal”.

The text of the ordinary resolution is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the Extraordinary General Meeting to a later date or dates, or indefinitely, if necessary or convenient, to permit further solicitation of proxies if, based upon the tabulated vote at the time of the Extraordinary General Meeting, there are not sufficient votes to approve the Name Change Proposal or the Board determines that additional time is necessary to effectuate the Name Change be confirmed, adopted, approved and ratified in all respects.”

As previously disclosed, on June 26, 2026, the Company entered into the Business Combination Agreement (as it may be amended or restated from time to time, the “Business Combination Agreement”) with Elroy Air, Inc., a Delaware corporation (“Elroy Air”) and IPGX Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”). The transactions contemplated by the Business Combination Agreement are hereinafter referred to as the “Proposed Business Combination”. For more information about the Proposed Business Combination, see our Current Report on Form 8-K filed with the SEC on July 2, 2026.

The purpose of the Name Change Proposal is to enable the Company to change its name from “Columbus Circle Capital Corp II” to “Inflection Point Acquisition Corp. VII.” As previously disclosed in our Current Report on Form 8-K filed with the SEC on July 2, 2026, effective June 26, 2026, Gary Quin resigned as Chairman and Chief Executive Officer of the Company, and Michael Blitzer and Kevin Shannon, who are affiliated with Inflection Point Asset Management LLC, were appointed as Chairman of the Board of Directors and Chief Executive Officer of the Company, respectively. The Company proposes to effect the name change in connection with the partnership with Inflection Point Asset Management LLC.

The purpose of the Adjournment Proposal is to allow the chairman to adjourn the Extraordinary General Meeting, if necessary or convenient, in order to provide additional time to solicit votes in favor of the Name Change Proposal or if we otherwise determine that additional time is necessary to effectuate any Name Change.

You are not being asked to vote on the Proposed Business Combination at this time. You will retain the right to vote on the Proposed Business Combination (or any other initial business combination) when it is submitted to the Public Shareholders (provided that you are a shareholder on the Record Date for a meeting to consider such proposed initial business combination) and the right to redeem your Public Shares for a pro rata portion of the Trust Account in the event the Proposed Business Combination (or any other initial business combination) is approved and completed or in the event the Company has not consummated the Proposed Business Combination or another initial business combination by the liquidation date of the Company.

The approval of the Name Change Proposal requires a special resolution under the Companies Act (Revised) of the Cayman Islands (the “Companies Act”), being a resolution passed by a majority of not less than two thirds (2/3) of the votes cast by the holders of the issued and outstanding Class A ordinary shares of a par value of US$0.0001 per share (“Class A Shares”) and Class B ordinary shares of a par value of US$0.0001 per share (“Class B Shares”, and together with the Class A Shares, the “Ordinary Shares”), voting together as a single class, as, being entitled to do so, vote in person (including virtually) or by proxy at the Extraordinary General Meeting or any adjournment thereof.

Approval of the Adjournment Proposal requires an ordinary resolution under the Companies Act, being a resolution passed by a simple majority of the votes cast by the holders of the issued and outstanding Ordinary Shares, voting together as a single class, as, being entitled to do so, vote in person (including virtually) or by proxy at the Extraordinary General Meeting or any adjournment thereof.

The Board has fixed July 16, 2026 (the “Record Date”) as the date for determining the Company’s shareholders entitled to receive notice of and vote or have their votes counted at the Extraordinary General Meeting and any adjournment thereof. Only holders of record of Ordinary Shares on the Record Date are entitled to have their votes counted at the Extraordinary General Meeting or any adjournment thereof. On the Record Date, there were (i) 23,665,000 issued and outstanding Class A Shares, of which 23,000,000 were Public Shares, and (ii) 7,666,667 Class B Shares issued and outstanding. The Company’s warrants do not have voting rights.

This proxy statement contains important information about the Extraordinary General Meeting and the Proposals to be considered. Whether or not you plan to attend the Extraordinary General Meeting, the Company urges you to read this material carefully and give instructions to vote your shares.

This proxy statement is dated August 4, 2026 and is first being mailed to shareholders on or about August 5, 2026.

By Order of the Board of Directors of Columbus Circle Capital Corp II.

/s/ Michael Blitzer

Michael Blitzer

Chairman of the Board