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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date
of earliest event reported): November 2, 2026
COPLEY ACQUISITION CORP
(Exact name of registrant
as specified in its charter)
| Cayman Islands |
|
000-00000 001-42622 |
|
00-0000000 N/A |
(State or other jurisdiction
of incorporation or organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
SUITE 1801-1803, 18/F, ALEXANDRA HOUSE,
18 CHATER ROAD, CENTRAL, HONG KONG
(Address of principal executive offices and zip code)
HK
+852
2861 3335
(Registrant’s telephone
number, including area code)
N/A00000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| ☐ |
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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Units,
each consisting of one Class A ordinary share, par value $0.0001 per share, and one-half of one redeemable
warrant |
|
COPLU |
|
New York Stock Exchange |
| Class
A ordinary shares, par value $0.0001 per share |
|
COPL |
|
New York Stock Exchange |
Redeemable
warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per
share |
|
COPLW |
|
New York Stock Exchange |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
Trust
Agreement Extension
On
November 2, 2026, in connection with the Extraordinary General Meeting (as defined below), Copley Acquisition Corp (the “Company”)
and Continental Stock Transfer & Trust Company, as trustee (the “Trustee”) entered into Amendment No. 1 (the “Trust
Agreement Amendment”) to the Investment Management Trust Agreement, dated as of April 30, 2025, by and between the Company and
the Trustee (the “Trust Agreement”). The Trust Agreement Amendment amends the Trust Agreement to (i) extend the date before
which the Company must consummate a business combination (as defined below) from November 2, 2026, to November 2, 2027, and (ii) extend
the date on which the Trustee must liquidate the trust account established in connection with the Company’s initial public offering
(the “Trust Account”) if the Company has not completed its initial business combination from November 2, 2026, to November
2, 2027 (the “Trust Agreement Amendment”).
The foregoing description
of the Trust Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the
Trust Agreement Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Promissory
Note
As disclosed in the definitive
proxy statement filed by the Company with the Securities and Exchange Commission (the “SEC”) on October 20, 2026, and
as amended on October 30, 2026, relating to the Extraordinary General Meeting (defined below), Copley Acquisition Sponsors, LLC (the “Sponsor”)
agreed that if the Extension Amendment Proposal (as defined below) was approved at the Extraordinary General Meeting, it or one or more
of its affiliates, members or third-party designees would lend to the Company up to $2,400,000 to be deposited into the Trust Account.
On November 2, 2026, the
shareholders of the Company approved the Extension Amendment Proposal at the Extraordinary General Meeting. Accordingly, on November 2,
2026, the Company issued an unsecured promissory note in the principal amount of $2,400,000 (the “Note”) to the Sponsor, pursuant
to which the Sponsor agreed to loan to the Company up to $2,400,000 in connection with the extension of the date (the “Termination
Date”) by which the Company must consummate an initial business combination (“Business Combination”). The Note does
not bear interest and matures upon the earlier of (a) the closing of a Business Combination and (b) the Company’s liquidation. In
the event that the Company does not consummate a Business Combination, the Note will be repaid only from amounts remaining outside of
the Trust Account, if any.
The Company has caused $200,000
to be deposited into the Trust Account in connection with the first drawdown under the Note pursuant to the extension of the Termination
Date to December 2, 2026, and will cause an additional $200,000 to be deposited into the Trust Account for each subsequent extension that
is needed by the Company to complete a Business Combination. Such amounts will be distributed either to: (i) all of the holders of shares
of the Company’s Class A ordinary shares, par value $0.0001 per share, issued as part of the units sold in the company’s initial
public offering (the “Public Shares”) upon the Company’s liquidation or (ii) holders of Public Shares who elect to have
their shares redeemed in connection with the consummation of a Business Combination, which will receive their pro rata share of such extension
deposits and any redemptions will be subject to and conducted in accordance with the Company’s Articles (defined below) and Cayman
law, including subject to claims of creditors.
The
foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.2 hereto and is
incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
The
disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The
information set forth in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. On November 2,
2026, the Company’s shareholders approved, by special resolution, the Extension Amendment (as defined below), which amends the
Company’s Amended and Restated Memorandum and Articles of Association, adopted on April 28, 2025, to permit the Company, by resolution
of the board of directors, to extend the date by which the Company must consummate a business combination up to 12 times, by one month
each time, from November 2, 2026 to November 2, 2027 (i.e., for a period of time ending up to 30 months after the consummation of its
initial public offering), provided that, for each such monthly extension, the Company deposits, or causes to be deposited, $200,000 into
the Trust Account. The amendment became effective on November 2, 2026 upon its approval by the Company’s shareholders. The Company
intends to file the Extension Amendment with the Registrar of Companies of the Cayman Islands. The foregoing description of the Extension
Amendment is qualified in its entirety by reference to the full text of the Extension Amendment, a copy of which is filed as Exhibit
3.1 hereto and incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
Extraordinary
General Meeting of Shareholders
On October 29, 2026, the
Company convened its extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) and, following the
approval by the shareholders of a proposal to adjourn the Extraordinary General Meeting, with 12,889,469 of 18,443,068 shares voting FOR
the adjournment, adjourned the Extraordinary General Meeting to November 2, 2026.
At the Extraordinary General
Meeting, the shareholders approved (i) a special resolution to amend the Company’s Amended and Restated Memorandum and Articles
of Association, adopted on April 28, 2025 (the “Articles”) to permit the Company to extend the date by which the Company must
consummate an initial business combination up to 12 times, by one month each time, from November 2, 2026 to November 2, 2027 (the “Extension
Amendment”), (ii) the Trust Agreement Amendment (the Trust Agreement Amendment together with the Extension Amendment, the “Extension”),
and (iii) a proposal, by ordinary resolution, to adjourn the Extraordinary General Meeting to a later date or dates, if necessary (the
“Adjournment Proposal”).
As
of the close of business on October 19, 2026, the record date for the Extraordinary General Meeting, there were 23,728,393 shares issued
and outstanding and entitled to vote, each entitling the holder to one vote per share, of which 21,530,711 shares, or 90.74%, were represented
in person, virtually or by proxy at the Extraordinary General Meeting, constituting a quorum.
The
following is a tabulation of the votes with respect to each proposal submitted to a vote of the Company’s shareholders at the Extraordinary
General Meeting, as certified by the Inspector of Election. There were no broker non-votes with respect to any proposal.
| 1. | Approval
of the Extension Amendment |
Votes
For |
|
Votes
Against |
|
Abstentions |
| 14,428,832 |
|
7,101,879 |
|
0 |
| 2. | Approval
of the Trust Agreement Amendment |
Votes
For |
|
Votes
Against |
|
Abstentions |
| 14,428,832 |
|
7,101,879 |
|
0 |
| 3. | Approval
of the Adjournment Proposal |
Votes
For |
|
Votes
Against |
|
Abstentions |
| 14,523,332 |
|
5,553,599 |
|
1,453,780 |
Each
of the Extension Amendment and the Trust Agreement Amendment received the requisite vote of the Company’s shareholders and was
approved. Although the Adjournment Proposal was approved, further adjournment of the Extraordinary General Meeting was not necessary
because the Extension Amendment and the Trust Agreement Amendment were approved.
In
connection with the Extraordinary General Meeting, holders of 12,889,720 Class A ordinary shares properly exercised their right to redeem
their shares for cash at a redemption price of approximately $10.63 per share, for an aggregate redemption amount of approximately $137,119,390.16
leaving approximately $46,241,913.77 in the Trust Account and 4,550,280 Class A ordinary shares will remain issued and outstanding
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.
Item
8.01. Other Events.
Forward-Looking
Statements
This
Current Report on Form 8-K (this “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which
could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include,
without limitation, uncertainties relating to the implementation of the Extension, the amount of redemption requests made by the Company’s
public shareholders and the funds that will remain in the trust account following such redemptions, its ability to complete an initial
business combination within the required time period, and other risks and uncertainties indicated from time to time in filings with the
SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 under the heading “Risk
Factors” and in other reports the Company has filed, or to be filed, with the SEC. Readers are cautioned not to place undue reliance
upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligation or undertaking
to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s
expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
No
Offer or Solicitation
This
Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Extension.
This Report shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any
sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus
meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
3.1
|
|
Amendment to the Amended and Restated Memorandum and Articles of Association of Copley Acquisition Corp. |
| 10.1 |
|
Amendment No. 1, dated November 2, 2026, to the Investment Management Trust Agreement, dated as of April 30, 2025, by and between Copley Acquisition Corp and Continental Stock Transfer & Trust Company. |
| 10.2 |
|
Promissory Note, dated November 2, 2026, by and between the Company and the Sponsor. |
| 99.1 |
|
Press Release, dated November 5, 2026. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
COPLEY ACQUISITION CORP |
| |
|
| Date: November 5, 2026 |
By: |
/s/ Francis Chi Yin Ng |
| |
Name: |
Francis Chi Yin Ng |
| |
Title: |
Co-Chief Executive Officer |
Exhibit 99.1
Copley Acquisition Corp Announces Shareholder Approval of Extension of Termination Date and Contribution to Trust Account to Extend Termination Date
Hong Kong, November 5, 2026 — Copley Acquisition Corp (NYSE: COPL, the “Company”), a special purpose acquisition company, announced today that at an extraordinary general meeting of its shareholders convened on October 29, 2026 and adjourned to November 2, 2026 (the “Extraordinary General Meeting”), the Company’s shareholders approved, by special resolution, a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Articles”) to permit the Company, by resolution of the Company’s board of directors, to extend the date by which the Company must consummate an initial business combination (the “Termination Date”) up to 12 times, by one month each time, from November 2, 2026 to November 2, 2027 (i.e., for a period of time ending up to 30 months after the consummation of its initial public offering), provided that, for each such monthly extension, the Company deposits, or causes to be deposited, $200,000 into the Company’s trust account (the “Trust Account”) (the “Extension Amendment”). The Extension Amendment became effective upon its approval by the Company’s shareholders on November 2, 2026. In connection therewith, on November 2, 2026, the Company issued an unsecured non-interest-bearing promissory note to Copley Acquisition Sponsors, LLC, the Company’s sponsor (the “Sponsor”), with a principal amount of $2,400,000, pursuant to which the Sponsor agreed to loan to the Company up to $2,400,000 to be deposited into the Trust Account. The note matures upon the earlier of the closing of the Company’s initial business combination and the Company’s liquidation.
At the Extraordinary General Meeting, the Company’s shareholders also approved a proposal to amend the Investment Management Trust Agreement, dated as of April 30, 2025, by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination from November 2, 2026 to November 2, 2027. The Company and the Trustee entered into the amendment to the Investment Management Trust Agreement on November 2, 2026.
In connection with the extension, the Company has caused $200,000 to be deposited into the Trust Account as the first drawdown under the promissory note, in order to extend the period of time the Company has to complete an initial business combination for an additional one (1) month period, from November 2, 2026 to December 2, 2026. The Company will cause an additional $200,000 to be deposited into the Trust Account for each subsequent monthly extension needed by the Company to complete an initial business combination. The purpose of the extension is to provide time for the Company to complete an initial business combination.
In connection with the Extraordinary General Meeting, holders of 12,889,720 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.63 per share, for an aggregate redemption amount of approximately $137,119,390.16. Following such redemptions, approximately $46,241,913.77 will remain in the Trust Account and 4,550,280 Class A ordinary shares will remain issued and outstanding.
About Copley Acquisition Corp
Copley Acquisition Corp is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. The Company’s units, Class A ordinary shares and warrants are listed on the New York Stock Exchange under the symbols “COPLU,” “COPL” and “COPLW,” respectively.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including statements about the successful consummation of the Company’s initial business combination, are subject to risks and uncertainties, which could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, without limitation, uncertainties relating to the implementation of the Extension Amendment and the amendment to the Investment Management Trust Agreement, the amount of redemption requests made by the Company’s public shareholders and the funds that will remain in the Trust Account following such redemptions, the Company’s ability to complete an initial business combination within the required time period, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (the “SEC”), including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 under the heading “Risk Factors” and in other reports the Company has filed, or will file, with the SEC. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
For investor and media inquiries, please contact:
Copley Acquisition Corp
Francis Chi Yin Ng
Co-Chief Executive Officer
Email: francis.ng@copleyacquisition.com
Phone: +852 2861 3335
