Copley Acquisition Corp 8-K, filed Oct 13, 2026
Copley Acquisition Corp (COPL)
About this 8-K
Copley Acquisition Corp filed this 8-K on October 13, 2026, reporting on events of October 9, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 1.02: Ended a material agreement
- 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 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| 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.
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| 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) |
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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 | |
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Exhibit 10.1
Execution Copy
MUTUAL TERMINATION AGREEMENT
THIS MUTUAL TERMINATION AGREEMENT (this “Termination Agreement”) is made and entered into as of October 9, 2026, by and among Copley Acquisition Corp, a Cayman Islands exempted company (“SPAC”), Ignite Proteomics Holdings, Inc., a Delaware corporation (“Pubco”), Ignite Merger Sub I Inc., a Delaware corporation (“SPAC Merger Sub”), Ignite Merger Sub II LLC, a Delaware limited liability company (“Company Merger Sub”), Ignite Proteomics, LLC, a Delaware limited liability company (the “Company”), Jeffrey M. Busch, solely in the capacity as the Seller Representative (the “Seller Representative”), and Chibo Tang, solely in the capacity as the SPAC Representative (the “SPAC Representative”, together with SPAC, Pubco, SPAC Merger Sub, Company Merger Sub, the Company and the Seller Representative, the “Parties” and each, a “Party”).
RECITALS
WHEREAS, the Parties are party to that certain Business Combination Agreement, dated June 10, 2026 (as may be amended from time to time, the “BCA”);
WHEREAS, pursuant to Section 8.1(a) of the BCA, the BCA may be terminated by the mutual written consent of SPAC and the Company;
WHEREAS, pursuant to Section 8.1(b) of the BCA, the BCA may be terminated by either SPAC or the Company if the conditions to Closing have not been satisfied or waived by September 30, 2026 (the “Outside Date”), as automatically extended for one (1) thirty (30) day period pursuant to the terms of Section 8.1(b) of the BCA; and
WHEREAS, the board of directors of each of SPAC and Pubco, and the board of managers of the Company, have each determined that it is in the best interest of their respective entities and their respective equity holders to terminate the BCA in accordance with the terms hereof.
AGREEMENTS
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the BCA.
2. Termination. Pursuant to Section 8.1(a) of the BCA, SPAC and the Company hereby agree and acknowledge by mutual written consent that the BCA and all rights, obligations and liabilities of the Parties thereunder are hereby irrevocably terminated effective immediately and of no further force and effect (the “Termination”), and none of the Parties shall have any further rights, remedies, liabilities, duties or obligations under or in connection with the BCA. Notwithstanding the foregoing or anything to the contrary contained in the BCA, the Parties hereby agree that only Sections 6.14, 6.15, 8.2, 9.1 and Article X of the BCA shall survive the Termination. The Parties also acknowledge and agree that each Ancillary Document (as defined in the BCA), including, without limitation, the Seller Support Agreements, the Insider Letter Amendment, the Lock-Up Agreements, and each other document contemplated by or entered into in connection with the BCA, shall be automatically terminated, without further action on the part of the parties thereto, concurrent with the termination of the BCA pursuant hereto.
3. Representations and Warranties. Each Party represents and warrants to the other Parties that: (a) such Party has all requisite power and authority to enter into this Termination Agreement and to take the actions contemplated hereby; (b) the execution and delivery of this Termination Agreement and the actions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of such Party; and (c) this Termination Agreement has been duly executed and delivered by such Party and, assuming the due authorization, execution and delivery by the other Parties, constitutes a legal, valid and binding obligation of such, enforceable against such Party in accordance with its terms, subject to the Enforceability Exceptions.
4. Expenses. Notwithstanding anything to the contrary contained in the BCA including, without limitation, Section 8.3 of the BCA, all fees, costs and expenses incurred in connection with the BCA, the transactions contemplated by the BCA, this Termination Agreement and the transactions contemplated hereby shall be paid by the Party incurring such expenses.
5. Mutual Releases.
a. As of the date of this Agreement (the “Effective Time”), each of SPAC, Pubco, SPAC Merger Sub, Company Merger Sub and SPAC Representative, on behalf of itself and their respective direct and indirect subsidiaries, predecessors, successors, assigns, partners, members, stockholders, principals, officers, directors, employees, representatives, attorneys, affiliates, insurers, agents, trustees, parent companies (collectively, the “SPAC Releasing Parties”), hereby release and forever waive, acquit, and discharge the Company and Seller Representative and its direct and indirect subsidiaries, predecessors, successors, assigns, partners, members, stockholders, principals, officers, directors, employees, representatives, attorneys, affiliates, insurers, agents, trustees, and parent companies (collectively, the “Company Released Parties”) from any and all claims, defenses, counterclaims, cross-claims, demands, liens, actions, suits, causes of action, administrative claims or procedures, obligations, controversies, debts, costs, attorneys’ fees, expenses, damages, judgments, offsets, set-offs, recoupments, orders, and liabilities of whatever kind or nature at law, in equity, or otherwise (collectively, “Claims”), including any obligations purported required of any of the Company Released Parties under the BCA, whether now known or unknown, discovered or undiscovered, suspected or unsuspected, including those that were or could have been asserted, and whether or not concealed or hidden, which have existed or may have existed, or which do exist or which hereafter can, shall or may exist, based on any facts, events, or omissions occurring from the beginning of time to the Effective Time relating to Claims in which any of the SPAC Releasing Parties ever had, now have, or hereafter can, shall, or may have against any of the Company Released Parties relating to the BCA and the transactions contemplated by the BCA, other than any Claims under this Agreement.
b. As of the date of this Agreement (the “Effective Time”), each of the Company and the Seller Representative, on behalf of itself and their respective direct and indirect subsidiaries, predecessors, successors, assigns, partners, members, stockholders, principals, officers, directors, employees, representatives, attorneys, affiliates, insurers, agents, trustees, parent companies (collectively, the “Company Releasing Parties”), hereby release and forever waive, acquit, and discharge SPAC, Pubco, SPAC Merger Sub, Company Merger Sub and SPAC Representative and their respective direct and indirect subsidiaries, predecessors, successors, assigns, partners, members, stockholders, principals, officers, directors, employees, representatives, attorneys, affiliates, insurers, agents, trustees, and parent companies (collectively, the “SPAC Released Parties”) from any and all Claims, including any obligations purported required of any of the SPAC Released Parties Company under the BCA, whether now known or unknown, discovered or undiscovered, suspected or unsuspected, including those that were or could have been asserted, and whether or not concealed or hidden, which have existed or may have existed, or which do exist or which hereafter can, shall or may exist, based on any facts, events, or omissions occurring from the beginning of time to the Effective Time relating to Claims in which any of the Company Releasing Parties ever had, now have, or hereafter can, shall, or may have against any of the SPAC Released Parties relating to the BCA and the transactions contemplated by the BCA, other than any Claims under this Agreement.
6. Entire Agreement. This Termination Agreement is the entire agreement and understanding between and among the Parties with respect to the Termination.
7. Miscellaneous. Article X of the BCA is hereby incorporated by reference and shall apply mutatis mutandis as if set forth at length herein. Descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of this Termination Agreement.
[signature page follows]
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IN WITNESS WHEREOF, the Parties have executed and delivered this Termination Agreement as of the date and year first written above.
| SPAC: | ||
| COPLEY ACQUISITION CORP | ||
| By: | /s/ Chibo Tang | |
| Name: | Chibo Tang | |
| Title: | Co-Chief Executive Officer | |
| Pubco: | ||
| IGNITE PROTEOMICS HOLDINGS, INC. | ||
| By: | /s/ Chibo Tang | |
| Name: | Chibo Tang | |
| Title: | President | |
| SPAC Merger Sub: | ||
| IGNITE MERGER SUB I INC. | ||
| By: | /s/ Chibo Tang | |
| Name: | Chibo Tang | |
| Title: | President | |
| Company Merger Sub: | ||
| IGNITE MERGER SUB II LLC | ||
| By: | /s/ Chibo Tang | |
| Name: | Chibo Tang | |
| Title: | President | |
| SPAC Representative: | ||
| By: | /s/ Chibo Tang | |
| Name: | Chibo Tang | |
[Signature page to Mutual Termination Agreement]
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| Company: | ||
| IGNITE PROTEOMICS, LLC | ||
| By: | /s/ Jeffrey M. Busch | |
| Name: | Jeffrey M. Busch | |
| Title: | Chief Executive Officer | |
| Seller Representative: | ||
| By: | /s/ Jeffrey M. Busch | |
| Name: | Jeffrey M. Busch | |
[Signature page to Mutual Termination Agreement]
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