Material Event (Form 8-K)

As previously disclosed, on February 12, 2026, Columbus Circle Capital Corp. II (NASDAQ: CMIIU) (the "SPAC"), a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, completed the sale of 23,000,000 units in its initial public offering (the "IPO"), which included 3,000,000 units issued pursuant to the underwriters' full exercise of their over-allotment option. Cohen & Company, LLC (the "Operating LLC"), the operating subsidiary of Cohen & Company Inc., a Maryland corporation (the "Company"), owns a portion of, and serves as the managing member and a member of, Columbus Circle 2 Sponsor Corp LLC, the sponsor of the SPAC (the "Sponsor"). Cohen & Company Capital Markets ("CCM"), a division of the Company's broker-dealer subsidiary, Cohen & Company Securities, LLC, acted as the lead underwriter in the IPO.

On June 26, 2026, the SPAC issued a press release announcing that the SPAC entered into a definitive 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"), dated as of June 26, 2026, by and among the SPAC, IPGX Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the SPAC ("Merger Sub"), and Elroy Air, Inc., a Delaware corporation and a leading U.S.-based technology developer of autonomous heavy-cargo drones for defense, rapid response and commercial logistics ("Elroy Air"). Pursuant to the transactions contemplated by the Business Combination Agreement (the "Business Combination"), Merger Sub will merge with and into Elroy Air, with Elroy Air continuing as the surviving company and as a wholly owned subsidiary of the SPAC (the SPAC following the Business Combination shall be referred to herein as "New Elroy Air"). CCM is acting as joint financial advisor and co-placement agent to the SPAC.

In connection with the execution of the Business Combination Agreement, the Sponsor has partnered with Inflection Point Asset Management LLC ("IPAM"), which has significant experience with negotiating and consummating de-SPAC transactions and which introduced the SPAC and the Sponsor to Elroy Air. In connection with the partnership with IPAM, the SPAC will be renamed "Inflection Point Acquisition Corp. VII" and will, subject to obtaining the required shareholder approvals and at least one business day prior to the date of closing of the Business Combination (the "Closing"), change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware.

Pursuant to the Business Combination Agreement, the SPAC has agreed to use reasonable best efforts to cause the current directors of the SPAC that are not to remain directors on the New Elroy Air Board (as defined below) to resign, so that effective at the Closing, the board of directors of New Elroy Air (the "New Elroy Air Board") will consist of seven individuals. Immediately after the Closing, the SPAC and New Elroy Air will take all action within their power as may be necessary or appropriate to designate and appoint to the New Elroy Air Board (i) the one person that is designated by the Chief Executive Officer of the SPAC prior to the Closing, and (ii) the remaining persons, all of whom will be designated by Elroy Air prior to the Closing.

The Business Combination Agreement and the transactions contemplated thereby were approved by the boards of directors of each of the SPAC and Elroy Air.

The Business Combination is expected to close in the fourth quarter of 2026, following the receipt of the required approval by the SPAC's shareholders and the fulfillment of other customary closing conditions.

As previously disclosed, the Sponsor holds an aggregate of 7,666,667 founder shares in the SPAC. Further, certain non-controlling interests in the Sponsor, including executives and key employees of the Operating LLC as well as IPAM, either directly or indirectly, have an interest in the SPAC's founder shares through membership interests in the Sponsor. The number of the SPAC's founders shares in which such non-controlling interests in the Sponsor, including such executives and key employees of the Operating LLC as well as IPAM, have an interest in through the Sponsor will not be finally and definitively determined unless and until Closing of the Business Combination. The number of the SPAC's founder shares currently allocated to the Operating LLC is approximately 667,000, but such number of founder shares will also not be finally and definitively determined unless and until the Closing occurs.