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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 9, 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) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
Suite 1801-1803, 18/K, Alexandra House
18 Chater Road, Central, Hong Kong |
|
N/A |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: +852
2861 3335
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 of 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 and one-half of one warrant |
|
COPLU |
|
New York Stock Exchange |
| Class
A ordinary shares, par value $0.0001 per share |
|
COPL |
|
New York Stock Exchange |
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. |
The information set forth
in Item 1.02 below is hereby incorporated by reference into this Item 1.01.
| Item 1.02 |
Termination of a Material Definitive
Agreement. |
As previously disclosed, on
June 10, 2026, Copley Acquisition Corp, a Cayman Islands exempted company (“Copley” or “SPAC”),
entered into a Business Combination Agreement (the “Business Combination Agreement”) with Ignite Proteomics,
LLC, a Delaware limited liability company “Ignite” or the “Company”), Ignite
Proteomics Holdings, Inc., a Delaware corporation (“Pubco”), Ignite Merger Sub I Inc., a Delaware corporation
and a wholly-owned subsidiary of Pubco (“SPAC Merger Sub”), and Ignite Merger Sub II LLC, a Delaware limited
liability company and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with SPAC Merger
Sub, the “Merger Subs”, and the Merger Subs collectively with Pubco and SPAC, the “SPAC Parties”),
Jeffrey M. Busch, solely in his capacity as the Seller Representative, and Chibo Tang, solely in his capacity as the SPAC Representative.
Termination of Business Combination Agreement
On October 9, 2026, the parties
to the Business Combination Agreement entered into a Mutual Termination of Business Combination Agreement (the “Termination
Agreement”), pursuant to which Copley and the Company mutually agreed to terminate the Business Combination Agreement pursuant
to Section 8.1(a) thereof, effective immediately.
As a result of the Termination
Agreement, no party has any further rights, remedies, liabilities or obligations under the Business Combination Agreement, except that
Sections 6.14, 6.15, 8.2 and 9.1 and Article X thereof survive. Each Ancillary Document (as defined in the Business Combination Agreement),
including the Seller Support Agreements, the Insider Letter Amendment and the Lock-Up Agreements, automatically terminated concurrently
with the Business Combination Agreement. The Termination Agreement also provides that each party will bear its own expenses and contains
mutual releases of claims relating to the Business Combination Agreement and the transactions contemplated thereby, other than claims
under the Termination Agreement.
Copley intends to continue
to pursue a business combination. Copley currently has until November 2, 2026, to consummate a business combination, subject to extension
in accordance with its organizational documents.
The foregoing description
of the Business Combination Agreement and the Termination Agreement does not purport to be complete and is qualified in its entirety by
the terms and conditions of the full text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current
Report on Form 8-K with the U.S. Securities and Exchange Commission by Copley on June 11, 2026, and the full text of the Termination Agreement,
which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form
8-K contains forward-looking statements, including statements regarding Copley’s intention to pursue an alternative business combination.
Forward-looking statements are based on current expectations and are subject to risks and uncertainties that could cause actual results
to differ materially, including: Copley’s ability to identify a suitable target and consummate a business combination within the
time required by its organizational documents; the risk that Copley will be required to redeem its public shares and liquidate its trust
account; the costs incurred in connection with the terminated transaction, which will be borne by Copley; Copley’s ability to maintain
the listing of its securities on the New York Stock Exchange; and the other risks described under “Risk Factors” in Copley’s
Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q filed with the SEC. Readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date hereof. Copley undertakes no obligation to update any forward-looking
statement, except as required by law.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 10.1 |
|
Termination Agreement, dated as of October 9, 2026, by and among Copley Acquisition Corp, Ignite Proteomics, LLC, Ignite Proteomics Holdings, Inc., Ignite Merger Sub I Inc., Ignite Merger Sub II LLC, and the other parties thereto. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
Dated: October 13, 2026
| |
Copley Acquisition
Corp |
| |
|
| |
By: |
/s/
Francis Chi Yin Ng |
| |
Name: |
Francis Chi Yin Ng |
| |
Title: |
Co-Chief Executive Officer |
| |
|
| |
By: |
/s/
Menghan Zhang |
| |
Name: |
Menghan Zhang |
| |
Title: |
Chief Financial Officer, President |
