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Copley Acquisition (COPL) SEC Filings

COPL NYSE
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Copley Acquisition Corp (COPL) adjourned its extraordinary general meeting from October 29, 2026, to November 2, 2026, at 11:00 a.m. Eastern time. Shareholders will vote on amendments that, if approved, would permit the board to extend the deadline for an initial business combination by up to 12 one-month periods, from November 2, 2026, through November 2, 2027. The company said the adjournment gives shareholders who previously voted against both proposals time to reverse those votes; only holders of ordinary shares as of October 19, 2026, are entitled to vote.

Copley Acquisition Sponsors, LLC or its designees revised their proposed contribution from $150,000 to $200,000 for each one-month extension used, contingent on both amendments being approved and implemented. Each contribution is to be deposited two days before the extension. Copley also waived withdrawals of up to $100,000 of trust interest for dissolution expenses and waived interest withdrawals for future tax expenses. Trust funds, including contributions, are held in an interest-bearing demand deposit account until the earlier of a business combination or liquidation; waived interest remains in trust until a business combination or specified redemptions.

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Copley Acquisition Corp (COPL) is asking shareholders to approve charter and trust-agreement amendments that would permit the board to extend its business-combination deadline from November 2, 2026, to November 2, 2027, through up to 12 one-month extensions. The extraordinary meeting is scheduled for October 29, 2026; a third proposal would allow adjournment if votes are insufficient. Each extension would require a $150,000 Trust Account deposit by the sponsor, its affiliates or designees, in exchange for a non-interest-bearing, unsecured promissory note payable upon a business combination. They are not obligated to fund the extensions, and the note would not be repaid if no combination closes unless funds are available outside the Trust Account.

Both amendments require approval, but Copley may still liquidate on November 2, 2026, even if shareholders approve them. Public shareholders may redeem shares in connection with the meeting regardless of how they vote; the redemption price was approximately $10.61 per share as of October 19, 2026. If no business combination is completed by the applicable deadline, Copley says it will redeem public shares and liquidate, and its warrants will expire worthless.

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Copley Acquisition Corp (COPL) and Ignite Proteomics, LLC mutually terminated their business combination agreement, effective immediately on October 9, 2026. The agreement had been entered into on June 10, 2026. Following termination, the parties have no further rights, remedies, liabilities or obligations under that agreement except for specified provisions that survive.

Related ancillary documents, including the Seller Support Agreements, Insider Letter Amendment and Lock-Up Agreements, terminated at the same time. Each party will bear its own expenses, and the termination agreement provides mutual releases for claims relating to the business combination agreement and contemplated transactions, except claims under the termination agreement.

Copley intends to continue pursuing a business combination and currently has until November 2, 2026, to complete one, subject to extension under its organizational documents. Copley identifies its ability to find a suitable target and complete a transaction within the required period, as well as the possibility of redeeming public shares and liquidating its trust account, among the risks.

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Copley Acquisition Corp (COPL) issued Copley Acquisition Sponsors LLC an amended and restated convertible promissory note on October 6, 2026, increasing the maximum aggregate principal amount available from $450,000 to $900,000. The note bears no interest, and its proceeds are for COPL’s working capital. It replaces the prior note.

Outstanding principal is due on the earlier of the effective date of a business combination or COPL’s liquidation. The Sponsor may elect, on or before that date, to convert any amount outstanding into units at $7.00 per unit. Each unit consists of one ordinary share and one-half of one redeemable warrant. If COPL does not consummate a business combination, repayment is limited to amounts, if any, remaining outside the trust account.

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Copley Acquisition Corp is seeking shareholder approval for amendments that, if approved and implemented, would permit up to nine one-month extensions of its business-combination deadline, from November 2, 2026, to August 2, 2027. A separate trust-agreement amendment would allow up to three one-month extensions, with five days’ advance notice to the trustee and an extension payment deposited two days before each extension.

The board recommends the Extension Amendment and Trust Agreement Amendment proposals, and the Adjournment proposal if presented. Public shareholders may seek redemption regardless of how they vote, subject to a 15% limit for a shareholder and related persons acting together unless Copley consents. If no business combination is completed by the applicable deadline, Copley would redeem the Public Shares and liquidate; its warrants would expire worthless. Even if the proposals pass, Copley may choose not to implement them and may liquidate on November 2, 2026.

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Copley Acquisition Corp, a blank-check company, reported June 30, 2026 assets of $181.2 million, driven by $181.1 million held in its Trust Account invested in U.S. government securities. For the six months ended June 30, 2026, it generated net income of $2.77 million, primarily from $3.13 million of interest on Trust investments.

On June 10, 2026, Copley entered into a Business Combination Agreement with Ignite Proteomics, implying consideration of about $150.0 million in Pubco stock and requiring minimum financing of $22.5 million (including $15.0 million to be raised by Copley). With only $3,099 in cash and a working capital deficit of $401,141, management discloses substantial doubt about its ability to continue as a going concern if the transaction or alternative financing is not completed within the SPAC completion window.

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Copley Acquisition Corp reported that it will not file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 by the original deadline. Management states the delay is due to the need for additional time to complete internal review and financial closing procedures.

The company indicates it expects to file the Form 10-Q within the five-calendar-day extension period permitted under Rule 12b-25 of the Securities Exchange Act of 1934. The notification is signed by Chief Executive Officer Francis Chi Yin Ng.

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Highbridge Capital Management, LLC, as investment adviser to certain funds and accounts, reported beneficial ownership of Class A Ordinary Shares of Copley Acquisition Corp. Highbridge reported control over 1,023,151 Class A Ordinary Shares, representing 5.7% of this class, based on 17,978,393 Class A Ordinary Shares outstanding as of June 10, 2026.

Highbridge has sole voting and dispositive power over these shares, which are directly held by the Highbridge Funds. Highbridge states that this filing should not be construed as an admission that it or any related person is a beneficial owner for all purposes under Section 13 of the Securities Exchange Act of 1934.

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Mizuho Financial Group, Inc., as a parent holding company, reports beneficial ownership of common shares of Copley Acquisition Corp. The filing states beneficial ownership of 1,020,000 common shares, representing 5.7% of the class.

Mizuho is reported to have sole voting power and sole dispositive power over all 1,020,000 shares, with no shared voting or dispositive power. The shares are directly held by Mizuho Securities USA LLC, a wholly owned subsidiary, and Mizuho Financial Group, Inc., Mizuho Bank, Ltd., and Mizuho Americas LLC may be deemed indirect beneficial owners.

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Copley Acquisition Corp entered into a Business Combination Agreement with Ignite Proteomics to take Ignite public through a new holding company, Ignite Proteomics Holdings, Inc. Pubco is expected to list on the NYSE and own both Copley and Ignite after closing.

Ignite’s owners will receive Pubco common stock valued at $150,000,000, calculated at $10.00 per share, while Pubco will also pay $4,000,000 in cash to a Copley sponsor affiliate at closing. Copley aims to raise up to $20,000,000 and Ignite up to $10,000,000 of additional financing during the interim period.

Closing requires shareholder approvals, an effective Form S-4, NYSE listing for Pubco shares and warrants, and minimum cash conditions of at least $15,000,000 from Copley-related sources and $7,500,000 from Ignite financing. If not completed by September 30, 2026, or if key conditions fail, either side may terminate under specified circumstances.

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FAQ

How many Copley Acquisition (COPL) SEC filings are available on StockTitan?

StockTitan tracks 21 SEC filings for Copley Acquisition (COPL), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Copley Acquisition (COPL)?

The most recent SEC filing for Copley Acquisition (COPL) was filed on October 30, 2026.