false
0002045473
0002045473
2026-10-06
2026-10-06
0002045473
cik0002045473:UnitsEachConsistingOfOneClassOrdinaryShareAndOnehalfOfOneWarrantMember
2026-10-06
2026-10-06
0002045473
cik0002045473:ClassOrdinarySharesParValue0.0001PerShareMember
2026-10-06
2026-10-06
0002045473
cik0002045473:WarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50PerShareMember
2026-10-06
2026-10-06
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 6, 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/F, Alexandra House
18 Chater Road, Central, Hong Kong
(Address of principal executive offices, including 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. |
On October 6, 2026, Copley Acquisition Corp (“COPL”)
issued to Copley Acquisition Sponsors LLC (“Sponsor”) an amended and restated convertible promissory note (the “Note”).
The Note amends and restates in its entirety that certain Convertible Promissory Note, dated as of June 12, 2025, previously issued by
COPL to Sponsor (the “Existing Note”), as reported on COPL’s Form 8-K filed with the U.S. Securities and Exchange Commission
on June 13, 2025. The Note increases the maximum aggregate principal amount available thereunder from $450,000 to $900,000. Pursuant to
the Note, COPL agreed to repay the outstanding principal amount of the Note on the earlier of (i) the effective date of a business combination,
and (ii) COPL’s liquidation (the “Maturity Date”).
At any time on or prior to the Maturity Date,
Sponsor may elect to convert any amounts outstanding under the Note (or any portion thereof) into units at a conversion price equal to
$7.00 per unit. Each unit consists of one ordinary share and one-half of one redeemable warrant, with each whole warrant entitling the
holder thereof to purchase one Class A ordinary share. The terms of such units issued in connection with such conversion shall be identical
to the private placement units sold by COPL simultaneously with COPL’s initial public offering that closed May 2, 2025. The Note
bears no interest. In the event that COPL does not consummate a business combination, the Note will be repaid only from amounts remaining
outside of COPL’s trust account, if any.
The Note amends, restates, and replaces in its
entirety the Existing Note. The obligations of COPL under the Existing Note remain outstanding and payable under the terms and provisions
of the Note.
The proceeds of the Note will be used by COPL
for working capital purposes.
The foregoing description of the Note is qualified
in its entirety by reference to the full text of the Note, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1
and is incorporated herein by reference.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure contained in Item 1.01 of this
Current Report on Form 8-K is incorporated by reference in this Item 2.03.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are furnished with this
report.
| Exhibit No. |
|
Description |
| 10.1 |
|
Amended and Restated Convertible Promissory Note dated as of October 6, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Copley Acquisition Corp has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
COPLEY ACQUISITION CORP |
| |
|
| Date: October 9, 2026 |
By: |
/s/ Francis Chi Yin Ng |
| |
|
Francis Chi Yin Ng |
| |
|
Co-Chief Executive Officer |
| |
|
| |
By: |
/s/ Menghan Zhang |
| |
|
Menghan Zhang |
| |
|
Chief Financial Officer, President |
