Copley Acquisition Corp 8-K, filed Nov 5, 2026
Copley Acquisition Corp (COPL)
About this 8-K
Copley Acquisition Corp filed this 8-K on November 5, 2026, reporting on events of November 2, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
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Emerging growth company
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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.
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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 |
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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.
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Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. | Description | |
3.1 |
||
| 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). |
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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 | |
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Exhibit 3.1
AMENDMENT TO
THE AMENDED AND RESTATED MEMORANDUM AND ARTICLES
OF ASSOCIATION
OF
COPLEY ACQUISITION CORP
RESOLVED, as a special resolution, that, subject to and conditional upon the passing of the resolution to amend the investment management trust agreement, dated as of April 30, 2025, between the Company and Continental Stock Transfer & Trust Company proposed at the extraordinary general meeting of the Company at which this resolution is proposed, the Amended and Restated Memorandum and Articles of Association of the Company be amended by:
(a) the deleting the existing definition of “Deadline Date” in Article 1.1 in its entirety and inserting the following new definition of “Deadline Date” in its place:
Deadline Date: means the later of (a) the date that is 18 months after the closing date of the IPO (the last day of such 18 month period being the First Deadline Date) and (b) if one or more Monthly Extensions have been validly exercised in accordance with Article 54.9, the last day of the latest Monthly Extension so exercised, provided that in no event shall the Deadline Date be later than the date that is 30 months after the closing date of the IPO;
(b) by deleting the definitions of “First Extension Option” and “Second Extension Option” in Article 1.1 in their entirety;
(c) by deleting the existing definition of “Extension Loans” in Article 1.1 in its entirety and inserting the following new definition of “Extension Loans” in its place:
Extension Loans: means any loans made to the Company to fund any Extension Payment;
(d) by inserting the following new definitions in Article 1.1 in the appropriate alphabetical order:
Extension Payment: means, in respect of each Monthly Extension, additional funds equal to US$200,000;
Monthly Extension: means each extension, by one month, of the period of time within which the Company must consummate a Business Combination, up to a maximum of 12 such extensions, effected in accordance with Article 54.9;
(e) by deleting Article 54.9 in its entirety and inserting the following in its place:
54.9 The Directors may, but shall not be obligated to, at the request of the Sponsor and by resolution of the Directors, extend the period of time to consummate a Business Combination by up to 12 Monthly Extensions, each of one month, from the First Deadline Date (or, following the exercise of one or more Monthly Extensions, from the last day of the latest Monthly Extension so exercised) up to the date that is 30 months after the closing date of the IPO, provided that, in respect of each Monthly Extension: (a) the Sponsor (or its Affiliates or designees) has given the Company written notice requesting such Monthly Extension not less than five days prior to the then applicable Deadline Date; and (b) the Company has deposited, or caused to be deposited, into the Trust Account on or prior to the date that is two (2) days prior to the then applicable Deadline Date the Extension Payment.
(f) by deleting Article 54.10 in its entirety and inserting the following in its place:
54.10 [Reserved].
Exhibit 10.1
AMENDMENT TO
THE INVESTMENT MANAGEMENT TRUST AGREEMENT,
DATED AS OF NOVEMBER 2, 2026,
BY AND BETWEEN
COPLEY ACQUISITION CORP
AND
CONTINENTAL STOCK TRANSFER & TRUST COMPANY
This Amendment No. 1 (this “Amendment”), dated as of November 2, 2026, to the Original Trust Agreement (as defined below) is made by and between Copley Acquisition Corp (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Original Trust Agreement.
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement dated as of April 30, 2025 (the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Company’s trust account (the “Trust Account”) under the circumstances described therein;
WHEREAS, at an extraordinary general meeting of the Company held on November 2, 2026 (the “Special Meeting”), the Company’s shareholders approved (i) a proposal to amend the Company’s Amended and Restated Memorandum and Articles of Association, adopted by special resolution passed on April 28, 2025, to permit the Company, by resolution of the Board, to extend the date by which the Company must consummate a business combination up to 12 times from November 2, 2026 to November 2, 2027 (the “Termination Date”), with each extension comprised of one (1) month (“Extension” and the end date of each Extension being the “Extended Date”) (i.e., for a period of time ending up to 30 months after the consummation of its initial public offering for a total of 12 months after the Termination Date (assuming a business combination has not occurred); and (ii) a proposal to amend the Trust Agreement, to permit the Company to extend the Termination Date up to 12 times for an additional one (1) month each time from November 2, 2026 to November 2, 2027 by providing five days’ advance notice to the Trustee prior to the applicable Termination Date and depositing into the Trust Account $200,000 per one-month extension two (2) days prior to such Extension.
NOW THEREFORE, IT IS AGREED:
| 1. | Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
“(i) Commence liquidation of the Trust Account promptly after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary or Chair of the board of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account, only as directed in the Termination Letter and the other documents referred to therein, or (y) upon the date which is the later of (1) 30 months after the closing of the Offering and (2) such date as may be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of association if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account, shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed there should be no reduction in the principal amount per share initially deposited in the Trust Account;
| 2. | The Original Trust Agreement is hereby amended by adding Exhibit E, in the form as follows: |
EXHIBIT E
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, NY 10004
Attn: [●]
| Re: | Trust Account No. [ ] Extension Letter |
Dear [●]:
Pursuant to the Investment Management Trust Agreement between Copley Acquisition Corp (“Company”) and Continental Stock Transfer & Trust Company, dated as of April 30, 2025 (“Trust Agreement”), this is to advise you that the Company is extending the time available to consummate a Business Combination for an additional one (1) month, from ________ to ________ (the “Extension”).
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $200,000 per one-month extension two (2) days prior to such Extension which will be wired to you, into the Trust Account investments upon receipt.
This is the [first/second/third/fourth/fifth/sixth/seventh/eighth/ninth/tenth/eleventh/twelfth] of up to 12 Extension Letters.
| Very truly yours, | ||
| Copley Acquisition Corp | ||
| By: | ||
| Name: | ||
| Title: | ||
| cc: | Clear Street LLC. All other provisions of the Original Trust Agreement shall remain unaffected by the terms hereof. |
| 3. | This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature or electronic signature shall be deemed to be an original signature for purposes of this Amendment. |
| 4. | This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 6(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto. |
| 5. | This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. |
[signature page follows]
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IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, | ||
| as Trustee | ||
| By: | /s/ Francis Wolf | |
| Name: | Francis Wolf | |
| Title: | Vice President | |
| COPLEY ACQUISITION CORP | ||
| By: | /s/ Francis C.Y. Ng | |
| Name: | Francis C.Y. Ng | |
| Title: | Co-Chief Executive Officer | |
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Exhibit 10.2
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
| Principal Amount: Up to $2,400,000 | Dated as of November 2, 2026 |
Copley Acquisition Corp, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Maker”), promises to pay to the order of Copley Acquisition Sponsors, LLC, a Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), or order, the principal sum of up to $2,400,000 in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The principal balance of this Note shall be due and payable by the Maker, subject to Section 12 below, upon the earlier of (a) the consummation by the Maker of an initial business combination (a “Business Combination”) and (b) the date of the liquidation of the Maker (such date, the “Maturity Date”). The Payee understands that if a Business Combination is not consummated, this Note will be repaid solely to the extent that the Maker has funds available to it outside of the Maker’s trust account (the “Trust Account”) established in connection with its initial public offering (the “IPO”), and that all other amounts will be forfeited, eliminated or otherwise forgiven.
2. Interest. No interest shall accrue on the unpaid principal balance of this Note.
3. Drawdown Requests. The Payee will fund up to $2,400,000 into the Trust Account, such amounts to be for the benefit of the holders of the Maker’s Class A ordinary shares, par value $0.0001 per share, upon redemption or liquidation of the Maker in accordance with the Maker’s Amended and Restated Memorandum and Articles of Association, as amended (the “Articles”). The principal of this Note may be drawn down from time to time in up to twelve (12) equal amounts of $200,000 per draw, each in connection with a monthly extension of the date by which the Maker must consummate a Business Combination pursuant to the Articles, beginning on the date hereof, up until the Maturity Date, upon written request from the Maker to the Payee (each, a “Drawdown Request”). The Payee, in its sole discretion, shall fund each Drawdown Request via a wire transfer directly to the Trust Account within two (2) business days after the receipt of such Drawdown Request; provided, however, that the maximum amount of drawdowns collectively under this Note shall not exceed $2,400,000. Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests. Except as set forth herein, no fees, payments or other amounts shall be due to the Payee in connection with, or as a result of, any Drawdown Request by the Maker.
4. Application of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including, without limitation, reasonable attorneys’ fees, and then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of this Note.
5. Events of Default. The following shall constitute an event of default (“Event of Default”):
(a) Failure to Make Required Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days of the Maturity Date.
(b) Voluntary Bankruptcy, Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate action by the Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
6. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.
7. Waivers. The Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or providing for any stay of execution, exemption from civil process, or extension of time for payment, and the Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof or any writ of execution issued hereon, may be sold upon any such writ in whole or in part in any order desired by the Payee.
8. Unconditional Liability. The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to the Maker or affecting the Maker’s liability hereunder.
9. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be made in writing and delivered: (a) personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (b) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated in writing by such party or (c) by electronic mail, to the electronic mail address most recently provided to such party or such other electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail.
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10. Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”) in or to any monies in, or any distribution of or from, the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Payee hereby agrees not to make any Claim against the Trust Account (including any distributions therefrom), regardless of whether such Claim arises as a result of, in connection with or relating in any way to, this Note, or any other matter, and regardless of whether such Claim arises based on contract, tort, equity or any other theory of legal liability. To the extent the Payee commences any action or proceeding based upon, in connection with, relating to or arising out of any matter relating to the Maker (including this Note), which proceeding seeks, in whole or in part, monetary relief against the Maker, the Payee hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account and that such Claim shall not permit the Maker (or any person claiming on its behalf or in lieu of it) to have any claim against the Trust Account (including any distributions therefrom) or any amounts contained therein.
13. Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
14. Assignment. No assignment or transfer of this Note or any rights or obligations hereunder may be made by the Maker (by operation of law or otherwise) without the prior written consent of the Payee and any attempted assignment without the required consent shall be void.
[Remainder of page intentionally left blank. Signature page follows.]
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IN WITNESS WHEREOF, the Maker, intending to be legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
| Copley Acquisition Corp | ||
| By: | /s/ Francis Chi Yin Ng | |
| Name: | Francis Chi Yin Ng | |
| Title: | Co-Chief Executive Officer | |
| Copley Acquisition Sponsors, LLC | ||
| By: | /s/ Tok Li | |
| Name: | Tok Li | |
| Title: | Managing Member | |
[Signature Page – Promissory Note]
4
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