Copley Acquisition notifies SEC of late 10-Q filing

Copley Acquisition Corp notified the SEC it will not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026.

Rhea-AI Filing Summary

Copley Acquisition Corp notified the SEC it will not timely file its Quarterly Report on Form 10-Q for the period ended March 31, 2026. The registrant states it needs additional time to work with its advisor, auditor, and legal counsel to prepare and finalize the filing and anticipates filing no later than the fifth calendar day following the prescribed due date.

The notification is signed by Francis Chi Yin Ng, Chief Executive Officer, dated May 15, 2026, and provides a Hong Kong contact telephone number.

Insights

SEC Compliance Counsel

Routine late-filing notice under Rule 12b-25; timing and remedy specified.

The filing states the company cannot timely file its Form 10-Q for the period ended March 31, 2026 because further internal work with advisors, auditors, and counsel is required. It invokes Rule 12b-25 and commits to filing within the five calendar day cure window for quarterly reports.

Key dependencies include completion of advisor/auditor reviews and counsel sign-off; cash-flow treatment, material changes to results, and precise causes are not detailed. Subsequent disclosure will appear when the Form 10-Q is filed.

Corporate Secretary

Administrative disclosure; governance teams must track cure deadline and subsequent filing.

The notice is signed by the CEO and lists a Hong Kong contact number. It affirms that other periodic reports have been filed and does not assert an anticipated material change in results.

Governance should ensure the Form 10-Q is filed by the stated cure date and that any material operational or financial changes are disclosed in that report.

Key Figures

Reporting period: March 31, 2026 Cure window: fifth calendar day following the prescribed due date Notice signed: May 15, 2026 +1 more

4 metrics

Reporting period March 31, 2026 Quarterly period ended

Cure window fifth calendar day following the prescribed due date Rule 12b-25 cure period for quarterly reports

Notice signed May 15, 2026 Date signature by CEO Francis Chi Yin Ng

Contact phone +852 2861 3335 Hong Kong telephone listed in Part IV

Key Terms

Rule 12b-25, Form 10-Q, prescribed due date

3 terms

Rule 12b-25 regulatory

"The Registrant anticipates that it will file the Form 10-Q no later than the fifth calendar day following the prescribed filing date"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

Form 10-Q regulatory

"unable to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

prescribed due date regulatory

"file on or before the fifth calendar day following the prescribed due date"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Copley Acquisition Corp (COPL) file with the SEC?

Copley Acquisition Corp filed a Rule 12b-25 notification stating it cannot timely file its Form 10-Q for the period ended March 31, 2026. The company says it needs more time to finalize the report with its advisors, auditor, and counsel.

When does COPL expect to file the late Form 10-Q?

The registrant anticipates filing the Form 10-Q no later than the fifth calendar day following the prescribed due date for a quarterly report, as stated in the Rule 12b-25 notice signed on May 15, 2026.

Who signed the late-filing notification for COPL and how can they be contacted?

The notice is signed by Francis Chi Yin Ng, Chief Executive Officer. The filing lists a Hong Kong contact telephone number: +852 2861 3335, provided in the Part IV contact block.

Does the Rule 12b-25 notice say COPL expects material changes to results?

No. The company answered No to whether a significant change in results from the prior year will be reflected in the subject report. The notice does not attach quantitative estimates of any change.

What does Rule 12b-25 permit COPL to do?

Under Rule 12b-25 the registrant may notify the SEC of an inability to timely file and state a cure date; COPL uses this to state it will file within the allowed five calendar day cure period for quarterly reports.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/15/2026 - 05:00 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):	☐ Form 10-K   ☐ Form 20-F   ☐ Form 11-K   ☒ Form 10-Q   ☐ Form 10-D   ☐ Form N-SAR   ☐ Form N-CSR
	For Period Ended: March 31, 2026 ☐   Transition Report on Form 10-K ☐   Transition Report on Form 20-F ☐   Transition Report on Form 11-K ☐   Transition Report on Form 10-Q ☐   Transition Report on Form N-SAR For the Transition Period Ended: _______________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Copley Acquisition Corp

Full Name of Registrant

N/A

Former Name if Applicable

Suite 4005-4006, 40/F, One Exchange Square

8 Connaught Place

Address of Principal Executive Office (Street and Number)

Central, Hong Kong

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Copley Acquisition Corp (the “Registrant”) is unable to file its Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, on a timely basis because the Registrant requires additional time to work internally and with its advisor, auditor and legal counsel to prepare and finalize the Form 10-Q. The Registrant anticipates that it will file the Form 10-Q no later than the fifth calendar day following the prescribed filing date .

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Francis Chi Yin Ng		+852		2861 3335
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒   No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☐   No ☒

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

Copley Acquisition Corp

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

	Copley Acquisition Corp
Date: May 15, 2026	By:	/s/ Francis Chi Yin Ng
		Francis Chi Yin Ng
		Chief Executive Officer

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