Inflection Point Acquisition Corp. VII 8-K, filed Aug 26, 2026

Inflection Point Acquisition Corp. VII (IPXG)

8-K 2026-08-26 For: 2026-08-26

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Added on August 26, 2026

About this 8-K

Inflection Point Acquisition Corp. VII filed this 8-K on August 26, 2026.

Items reported

Item 5.03: Charter or bylaw amendment, or fiscal year change
Item 5.07: Shareholder vote results
Item 8.01: Other events
Item 9.01: Financial statements and exhibits

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Cayman Islands		001-43112		98-1890239
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A Ordinary Share and one-third of one Redeemable Warrant	CMIIU	The Nasdaq Stock Market LLC
Class A Ordinary Shares, par value $0.0001 per share	CMII	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole Warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share	CMIIW	The Nasdaq Stock Market LLC

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
20,065,870		0		9,513		0

Exhibit No.		Description of Exhibits
3.1		Amended and Restated Memorandum and Articles of Association.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	INFLECTION POINT ACQUISITION CORP. VII

	By:	/s/ Kevin Shannon
	Name:	Kevin Shannon
	Title:	Chief Executive Officer


Companies Act (Revised) of the Cayman Islands Company Limited by Shares

	AMENDED AND RESTATED memorandum of association Inflection Point Acquisition Corp. VII (adopted by special resolution passed on 26 August 2026)
511530.00001


Companies Act (Revised) of the Cayman Islands Company Limited by Shares

	Amended and Restated Articles of Association Inflection Point Acquisition Corp. VII (adopted by special resolution passed on 26 August 2026)

1	Interpretation	1
2	Commencement of Business	8
3	Issue of Shares and other Securities	8
4	Register of Members	9
5	Closing Register of Members or Fixing Record Date	9
6	Certificates for Shares	9
7	Transfer of Shares	10
8	Redemption, Repurchase and Surrender of Shares	11
9	Treasury Shares	11
10	Variation of Rights of Shares	12
11	Commission on Sale of Shares	12
12	Non-Recognition of Trusts	13
13	Lien on Shares	13
14	Calls on Shares	13
15	Forfeiture of Shares	14
16	Transmission of Shares	15
17	Class B Share Conversion	16
18	Amendments of Memorandum and Articles and Alteration of Capital	17
19	Offices and Places of Business	17
20	General Meetings	18
21	Notice of General Meetings	18
22	Advance Notice for Business	18
23	Proceedings at General Meetings	19
24	Votes of Members	21
25	Proxies	22
26	Corporate Members	22
27	Shares that may not be Voted	23
28	Directors	23
29	Powers of Directors	23
30	Appointment and Removal of Directors	24
31	Vacation of Office of Director	24
32	Proceedings of Directors	25
33	Presumption of Assent	26
34	Directors’ Interests	26
35	Minutes	27
36	Delegation of Directors’ Powers	27
37	No Minimum Shareholding	29
38	Remuneration of Directors	29
39	Seal	29
40	Dividends, Distributions and Reserve	30
41	Capitalisation	31
42	Books of Account	31
43	Audit	32
44	Notices	33
45	Winding Up	34
46	Indemnity and Insurance	35
47	Financial Year	36
48	Transfer by Way of Continuation	36
49	Mergers and Consolidations	36
50	Business Combination	36
51	Certain Tax Filings	39
52	Business Opportunities	39
53	Exclusive Jurisdiction	40

	Affiliate		in respect of a person, means any other person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such person, and (a) in the case of a natural person, shall include, without limitation, such person’s spouse, parents, children, siblings, mother-in-law and father-in-law and brothers and sisters-in-law, whether by blood, marriage or adoption or anyone residing in such person’s home, a trust for the benefit of any of the foregoing, a company, partnership or any natural person or entity wholly or jointly owned by any of the foregoing and (b) in the case of an entity, shall include a partnership, a corporation or any natural person or entity which directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such entity.

	Applicable Law		means, with respect to any person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees or orders of any governmental authority applicable to such person.

	Articles		means these amended and restated articles of association of the Company.

	Audit Committee		means the audit committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

	Auditor		means the person for the time being performing the duties of auditor of the Company (if any).

	Business Combination		means a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination involving the Company, with one or more businesses or entities (the target business), which Business Combination: (a) as long as the securities of the Company are listed on a Designated Stock Exchange, must occur with one or more target businesses that together have an aggregate fair market value of at least eighty per cent (80%) of the value of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the definitive agreement to enter into such Business Combination; and (b) must not be solely effectuated with another blank cheque company or a similar company with nominal operations.

	business day		means any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorised or obligated by law to close in New York City.

	Cause		means a conviction for a criminal offence involving dishonesty or engaging in conduct which brings a Director or the Company into disrepute or which results in a material financial detriment to the Company.

	Clearing House		means a clearing house recognised by the laws of the jurisdiction in which the Shares (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction.

	Class A Share		means a Class A ordinary share of a par value of US$0.0001 in the share capital of the Company.

	Class B Share		means a Class B ordinary share of a par value of US$0.0001 in the share capital of the Company.

Company	means the above named company.

Company’s Website	means the website of the Company and/or its web-address or domain name, if any.

Compensation Committee	means the compensation committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

Completion Window	means the period of time:

	(a)	commencing on, and including, the closing date of the IPO; and

	(b)	ending on the date that is twenty four (24) months after the closing date of the IPO, such earlier date as the Directors may approve in accordance with the Articles or such later date as the Members may approve in accordance with the Articles.

Designated Stock Exchange	means any United States national securities exchange on which the securities of the Company are listed for trading, including, but not limited to, The Nasdaq Global Market, The Nasdaq Stock Market LLC, the NYSE MKT LLC, the New York Stock Exchange LLC or any over-the-counter (OTC) market.

Directors	means the directors for the time being of the Company.

Dividend	means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles.

Electronic Communication	means a communication sent by electronic means, including electronic posting to the Company’s Website, transmission to any number, address or internet website (including the website of the Securities and Exchange Commission) or other electronic delivery methods as otherwise decided and approved by the Directors.

Electronic Record	has the same meaning as in the Electronic Transactions Act.

Electronic Transactions Act	means the Electronic Transactions Act (Revised) of the Cayman Islands.

	Equity-linked Securities		means any debt or equity securities that are convertible, exercisable or exchangeable for Class A Shares issued in a financing transaction in connection with a Business Combination, including but not limited to a private placement of equity or debt.

	Exchange Act		means the United States Securities Exchange Act of 1934, as amended, or any similar U.S. federal statute and the rules and regulations of the Securities and Exchange Commission thereunder, all as the same shall be in effect at the time.

	Founders		means all Members immediately prior to the consummation of the IPO.

	Independent Director		has the same meaning as in the rules and regulations of the Designated Stock Exchange or in Rule 10A-3 under the Exchange Act, as the case may be.

	IPO		means the Company’s initial public offering of securities.

	Member		has the same meaning as in the Statute.

	Memorandum		means the amended and restated memorandum of association of the Company.

	Nominating and Corporate Governance Committee		means any nominating and corporate governance committee of the board of Directors of the Company established pursuant to the Articles, or any successor committee.

	Officer		means a person appointed to hold an office in the Company.

Ordinary Resolution	means a resolution:

	(a)	passed by a simple majority of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or

	(b)	approved in writing by all of the Members entitled to vote on such matter at a general meeting of the Company (or such lower threshold as may be allowed under the Statute from time to time).

Ordinary Shares	means Class A Shares and Class B Shares, collectively.

Over-Allotment Option	means the option of the Underwriters to purchase up to an additional fifteen per cent (15%) of the firm units (as described in the Articles) issued in the IPO at a price equal to US$10 per unit, less underwriting discounts and commissions.

Preference Share	means a preference share of a par value of US$0.0001 in the share capital of the Company.

Public Share	means a Class A Share issued as part of the units (as described in the Articles) issued in the IPO.

Redemption Notice	means a notice in a form approved by the Directors by which a holder of Public Shares is entitled to require the Company to redeem its Public Shares, subject to any conditions contained therein.

Register of Members	means the Register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate Register of Members.

Registered Office	means the registered office for the time being of the Company.

Representative	means a representative of the Underwriters.

Seal	means the common seal of the Company and includes every duplicate seal.

Securities and Exchange Commission	means the United States Securities and Exchange Commission.

Share	means a Class A Share, a Class B Share or a Preference Share and includes a fraction of a share in the Company.

Special Resolution	means a special resolution of the Company passed in accordance with the Statute, being a resolution:

	(a)	passed by a majority of not less than two-thirds, other than with respect to amending either of Articles 30.1 or 48.2 (except where such amendment is proposed in respect of the consummation of a Business Combination) where such majority shall be at least ninety per cent (90%), of such Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the Company of which notice specifying the intention to propose the resolution as a special resolution has been duly given and where a poll is taken regard shall be had in computing a majority to the number of votes to which each Member is entitled; or

	(b)	approved in writing by all of the Members entitled to vote at a general meeting of the Company (or such lower threshold as may be allowed under the Statute from time to time).

Sponsor	means Columbus Circle 2 Sponsor Corporation LLC, a Delaware limited liability company, and its successors or assigns.

Statute	means the Companies Act (Revised) of the Cayman Islands.

Tax Filing Authorised Person	means such person as any Director shall designate from time to time, acting severally.

Treasury Share	means a Share held in the name of the Company as a treasury share in accordance with the Statute.

Trust Account	means the trust account established by the Company upon the consummation of its IPO and into which a certain amount of the net proceeds of the IPO, together with a certain amount of the proceeds of a private placement of units simultaneously with the closing date of the IPO, will be deposited.

Underwriter	means an underwriter of the IPO from time to time and any successor underwriter.

17.5	Notwithstanding anything to the contrary contained herein, the foregoing adjustment to the Initial Conversion Ratio may be waived as to any particular issuance or deemed issuance of additional Class A Shares or Equity-linked Securities by the written consent or agreement of holders of a majority of the Class B Shares then in issue consenting or agreeing separately as a separate class in the manner provided in the Variation of Rights of Shares Article hereof.

17.6	The foregoing conversion ratio shall also be adjusted to account for any subdivision (by share split, subdivision, exchange, capitalisation, rights issue, reclassification, recapitalisation or otherwise) or combination (by reverse share split, share consolidation, exchange, reclassification, recapitalisation or otherwise) or similar reclassification or recapitalisation of the Class A Shares in issue into a greater or lesser number of Shares occurring after the original filing of the Articles without a proportionate and corresponding subdivision, combination or similar reclassification or recapitalisation of the Class B Shares in issue.