CMII merger with Elroy Air
Elroy Air (United States)Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.
Expected close, as filed: Q4 2026.
Announced 26 June 2026.
The symbol the combined company is expected to trade under.
$165M+ PIPE; Inflection Point-led
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- ≈ $100M · unsourced
- Sponsor promote
- 25%
- Exchange ratio
Aggregate Base Consideration to Elroy Air securityholders = $800,000,000 (the Purchase Price) divided by the trust Redemption Price, expressed in New Elroy Air Common Stock. Common Stock Exchange Ratio = Aggregate Common Holder Base Consideration / Elroy Air adjusted fully diluted capital. Pre-Funded Convertible Notes convert into New Elroy Air Series A Preferred at (principal + accrued interest) / $12.00.more ▾less ▴
Series A cumulative convertible preferred@12.00 stated value + investor warrants (closing PIPE), on top of ~$78.4M face pre-funded convertible notes issued at signingmore ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.
six (6) months after the consummation of the Business Combination and (y) the date on which the Lock-up Shares have closed at or above $12.00 per share for twenty (20) trading days during any thirty (30)-trading day period commencing at least thirty (30) days after the consummation of the Business Combination (the “ Lock-Up Periodmore ▾less ▴
What the filings actually value
What Elroy Air on its own is valued at, before a dollar of the SPAC's trust or the PIPE reaches it. This is the price agreed for the business itself.
All figures above are stated in EX-99 press release0001213900-26-072370
EX-99 press release, 0001213900-26-072370: preMoneyEquityM "approximately $800 million" — the sponsor rounding its own figure. A press release is a party's own claim, not a filed table: any stated capitalisation table supersedes it.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
If holders redeem
a model, from filed inputsEvery public share can be cashed out for its slice of the trust instead of rolling into the new company. Drag the slider to see what that does to the cash the business receives, to who owns it, and — the one that decides whether the deal happens at all — to the minimum-cash condition the buyer can walk on.
Not computed — no minimum-cash condition is stored for this deal.
Who owns Elroy Air at 0% redemptions
- Target holders (rollover)80.0M · 62.1%
- SPAC public shareholders23.0M · 17.9%
- PIPE investors17.5M · 13.6%
- Sponsor promote8.3M · 6.4%
- Shares outstanding
- 128.8M
- Implied equity value
- $1,326.6M
The filed table's public row is 23M shares against 23.3M redeemable shares on the last filed balance sheet — the difference (rights or private-placement shares inside that row) does not redeem, so it is held constant and only the redeemable shares are removed.
Only the public share count moves. Rollover, PIPE and sponsor counts are held at the filed table’s values — for this deal the consideration is fixed in dollars and divided by the redemption price, so those counts do not change with redemptions.
What this model is made of — 4 filed inputs
- Redeemable public shares
- 23.3M at $10.00/share0001213900-26-091771
- Trust
- $233.1M0001213900-26-091771
- Transaction costs(a filed estimate)
- $30M0001213900-26-072370
- Pro-forma ownership at close (0% redemptions)
- 80M · 23M · 17.5M · 8.3M at $10.300001213900-26-072370
The target: Elroy Air
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Elroy Air, Inc. (San Francisco; founded November 2016 by Dave Merrill and Clint Cope; CEO Andrew Clare, PhD, with Merrill as Founder & Executive Chairman; facilities in Byron, CA) develops the Chaparral, a hybrid-electric autonomous VTOL cargo drone carrying 500+ lb of cargo up to ~450 miles with swappable multi-mission pods, aimed at defense resupply, rapid response and commercial middle-mile logistics. It is pre-revenue on products - first production aircraft are only 'planned for late 2026' via exclusive U.S. manufacturing partner Kratos Defense - but has real traction markers: 6+ years of active defense programs (U.S. Army, Marine Corps, Air Force), a claimed 1,400+ aircraft / $5bn+ 'potential revenue opportunity' demand pipeline (Bristow Group, Barq Group, SLI, FedEx), a $200M initial JV agreement with Abu Dhabi's Barq Group for a MENA plant (UAE flight ops 2027, local production 2028), the only heavy-payload uncrewed cargo OEM in USDOT's eVTOL Integration Pilot Program, JGSDF (Japan) testing passed 22/22 items, and backers including Lockheed Martin Ventures, Shield Capital, Marlinspike, Snowpoint, DiamondStream and Catapult; Mark Esper sits on the board, McMaster/Lord/McKenzie advise. BCA signed 2026-06-26 with Columbus Circle Capital Corp II (Nasdaq CMII, the Inflection Point Asset Management / Cohen & Company SPAC, to be renamed Inflection Point Acquisition Corp VII): $800M pre-money all-stock equity value (~$1.0bn expected post-transaction EV), ~$166.6M committed PIPE, up to 11M earnout shares, close expected Q4 2026, ticker ELRY.
Founded 2016.
The filings show no meaningful actual revenue for the most recent reported period.
Elroy Air — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 6 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Elroy Air actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
Elroy Air has no meaningful revenue yet, so no multiple is computable — this is priced on a story, not on financials. The deal still values it at $1.19bn.
The company reports no meaningful sales yet, so there is nothing to divide the price by.
Post-dilution equity (net debt unknown).
No meaningful revenue in the most recent reported period.
Not computable — the filings show no meaningful revenue for the most recent reported period.
$1 of their sales costs $36.88 on the open market. Median of 6 listed companies we judged a true comparable, which individually run from 4.93× to 534.18×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- Struck on the post-dilution value of $1.19bn, not the announced $800M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- BETA, EVTL, AIRO, BA, LMT, HOVR, FJET, NOC have no revenue to divide by, so they are shown but left out of the peer median.
- The peer group does not agree with itself: its revenue multiples run from 4.93× to 534.18×. A median drawn across that spread is a weak benchmark, so treat the verdict as a rough bearing, not a measurement.
The 14 listed companies it is measured against, and why
- AVAV4.93× revenue
AeroVironment is the profitable benchmark for U.S. defense uncrewed aircraft systems - the customer set (Army/USMC/USAF) and mission profile closest to Chaparral's defense resupply market.
- BETAno revenue multiple
Operational comp: Commercial Aircraft Manufacturing; mid-cap ($6.2bn); shares vtol, aircraft, cargo, defense, electric, miles with the target's own description; forward EV/Sales 107.4x.
- KTOS7.15× revenue
Kratos is Elroy Air's exclusive U.S. manufacturing partner and itself a listed uncrewed-systems/defense-tech OEM - the single most entangled comparable.
- JOBY54.33× revenue
Joby Aviation - flagship listed VTOL OEM; sets the market's valuation of pre-revenue electric-VTOL aircraft developers with defense interest.
- EVTLno revenue multiple
Operational comp: Aerospace & Defense (NEC); small-cap ($402m); shares evtol, aircraft, miles, air, flight, oem with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- ACHR534.18× revenue
Archer Aviation - the other scaled pre-revenue eVTOL de-SPAC with a UAE/MENA expansion narrative directly analogous to Elroy's Barq Group JV.
- RCAT19.42× revenue
Red Cat Holdings - small-cap pure-play military drone maker; the small-defense-drone end of the comp range.
- AIROno revenue multiple
Operational comp: Drone Manufacturing; micro-cap ($256m); shares cargo, aircraft, evtol, pilot, air, defense with the target's own description; forward EV/Sales 2.4x.
- MRLN63.28× revenue
Merlin Labs - autonomous-aviation software de-SPAC from the same Inflection Point sponsor stable; comps the 'recurring autonomy software licensing' leg of the story.
- BAno revenue multiple
Operational comp: Commercial Aircraft Manufacturing; mega-cap ($170.4bn); shares bca, aircraft, defense, pilot, aerospace, production with the target's own description; forward EV/Sales 2.1x.
- LMTno revenue multiple
Operational comp: Aerospace & Defense (NEC); mega-cap ($111.9bn); shares lockheed, defense, aircraft, martin, air, integration with the target's own description; forward EV/Sales 1.9x.
- HOVRno revenue multiple
Operational comp: Commercial Aircraft Manufacturing; micro-cap ($249m); shares vtol, aircraft, cargo, flight, air, but with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- FJETno revenue multiple
Operational comp: Aerospace & Defense (NEC); small-cap ($510m); shares lockheed, aircraft, flight, pilot, air, testing with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- NOCno revenue multiple
Operational comp: Aerospace & Defense (NEC); mega-cap ($81.0bn); shares defense, mission, integration, aircraft, production, systems with the target's own description; forward EV/Sales 2.2x.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Up to 11,000,000 Earnout Shares in three tranches (3,000,000 / 3,000,000 / 5,000,000) on share-price triggers
Set against the actuals: the target is pre-revenue in its most recent reported period, so every earnout trigger sits above a base of roughly zero.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.