Copley Acquisition Corp 8-K, filed Oct 9, 2026
Copley Acquisition Corp (COPL)
About this 8-K
Copley Acquisition Corp filed this 8-K on October 9, 2026, reporting on events of October 6, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- 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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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).
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| 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) |
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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 | ||
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Exhibit 10.1
THIS AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE (THIS “NOTE”) AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE MAKER AND THE SECURITIES INTO WHICH IT MAY BE CONVERTED MAY REQUIRE AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TO THE EFFECT THAT ANY SALE OR OTHER DISPOSITION IS IN COMPLIANCE WITH THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
COPLEY ACQUISITION CORP
AMENDED AND RESTATED
CONVERTIBLE PROMISSORY NOTE
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Principal Amount: Not to Exceed $900,000 in the aggregate
(See Schedule A) |
Dated as of October 6, 2026 |
WHEREAS, on June 12, 2025, Copley Acquisition Corp, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Maker”), issued that certain Convertible Promissory Note (the “Existing Note”) to Copley Acquisition Sponsors, LLC, a Delaware limited liability company (the “Payee”); and
WHEREAS, the Maker and the Payee desire to amend and restate in its entirety the Existing Note on the terms and conditions provided in this Note.
FOR VALUE RECEIVED and subject to the terms and conditions set forth herein, the Maker promises to pay to the Payee the principal balance as set forth on Schedule A hereto, plus any interest accrued thereon in accordance with Section 3 hereof, or such lesser amount as shall have been advanced by Payee to Maker and shall remain unpaid under this Note on the Maturity Date (as defined below), in lawful money of the United States of America; which schedule shall be updated from time to time by the parties hereto to reflect all advances and readvances outstanding under this Note; provided that at no time shall the aggregate of all advances and readvances outstanding under this Note exceed $900,000. This Note amends, restates, and replaces in its entirety the Existing Note. By mutual agreement of the Maker and the Payee, the obligations of the Maker under the Existing Note are hereby evidenced by and payable under the terms and provisions of this Note. 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. Definitions. The following definitions shall apply for all purposes of this Note:
“Business Combination” means a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Maker and one or more businesses.
“Claim” has the meaning set forth in Section 16 hereof.
“Conversion Price” has the meaning set forth in Section 8 hereof.
“Event of Default” has the meaning set forth in Section 7 hereof.
“Existing Note” has the meaning set forth in the recitals hereof.
“IPO” has the meaning set forth in Section 8 hereof.
“Letter Agreement” has the meaning set forth in Section 19 hereof.
“Maker” has the meaning set forth in the recitals hereof.
“Maturity Date” means the earlier of (i) the date on which the Business Combination is consummated and (ii) the Maker’s liquidation.
“Note” means this Amended and Restated Convertible Promissory Note.
“Outstanding Amount” means, as of any given date, the sum of the then-outstanding principal amount of, plus any accrued but unpaid interest on, this Note.
“Payee” has the meaning set forth in the recitals hereof.
“Permitted Transfer” has the meaning set forth in Section 19 hereof.
“Private Placement Units” has the meaning set forth in Section 8 hereof.
“Working Capital Loans” has the meaning set forth in Section 2 hereof.
“Working Capital Outstanding Amount” has the meaning set forth in Section 8(c) hereof.
“Working Capital Share” has the meaning set forth in Section 8 hereof.
“Working Capital Units” has the meaning set forth in Section 8 hereof.
“Working Capital Warrants” has the meaning set forth in Section 8 hereof.
“Working Capital Warrant Share” has the meaning set forth in Section 8 hereof.
2. Principal. If this Note has not been previously converted (as provided in Section 8 below), then on the Maturity Date, all unpaid principal and interest under this Note shall be due and payable in full, unless accelerated upon the occurrence of an Event of Default (as defined above). Maker and Payee agree that Maker may request, from time to time, subject to Payee’s approval, up to $900,000 in advances under this Note to be used for the Maker’s working capital purposes (such loans being “Working Capital Loans”), as evidenced on Schedule A hereto. Advances under this Note shall be made in monthly tranches and requested once every calendar month unless otherwise agreed to by Maker and Payee. Each request for an Advance shall be made prior to the Maturity Date and upon written request from Maker to Payee.
3. Interest. No interest shall accrue on the unpaid balance of this Note.
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4. Prepayment. Any outstanding principal amount to date under this Note may be prepaid at any time by the Maker, at its election and without penalty; provided, however, that Payee shall have a right to first convert such principal balance pursuant to Section 8 below upon notice of such prepayment.
5. 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 attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the unpaid principal balance of and interest accrued on this Note.
6. Gross-up. The Maker hereby waives diligence, presentment, demand, protest or notice of any kind in connection with this Note. All payments under this Note to the Payee, including any principal and interest payments, shall be made free and clear of, and without deduction or withholding for, or on account of, any present or future taxes unless such deduction or withholding is required by applicable law. If any taxes or other amounts are required to be deducted or withheld by applicable law from the payment of any amounts made to the Payee under this Note, the Maker shall promptly pay an additional amount (“Additional Amount”) to the Payee as may be necessary so that after making all required tax deductions or withholdings (including deductions or withholdings applicable to Additional Amounts), the Payee receives an amount equal to the amount that it would have received had no such deductions or withholdings been required. The Maker shall pay the full amount of all taxes deducted or withheld under this Note to the relevant governmental authority on a timely basis all in accordance with applicable law.
7. Events of Default. The occurrence of any of 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 and interest due pursuant to this Note on the Maturity Date or issue Working Capital Units pursuant to Section 8 hereof, if so elected by the Payee;
(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, provisional liquidator, restructuring officer, 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; or
(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, provisional liquidator, restructuring officer, 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.
8. Conversion
(a) Optional Conversion. At the option of the Payee, at any time on or prior to the Maturity Date, any amounts outstanding under this Note (or any portion thereof), up to $900,000 of Working Capital Loans, in the aggregate may be converted into units of Maker (“Working Capital Units”) at a conversion price equal to $7.00 per unit (the “Conversion Price”). If the Payee elects such conversion, the terms of such Working Capital Units issued in connection with such conversion shall be identical to the units issued to the Payee in the private placement that closed on May 2, 2025 (the “Private Placement Units”) in connection with the Maker’s initial public offering that
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closed on May 2, 2025 (the “IPO”). Each Working Capital Unit consists of one Ordinary Share (a “Working Capital Share”) and one-half of one redeemable Warrant (a “Working Capital Warrant”), with each whole Working Capital Warrant entitling the holder thereof to purchase one Class A ordinary share (a “Working Capital Warrant Share”) at an exercise price of $11.50 per Class A ordinary share, subject to the same adjustments applicable to the Private Placement Units. Before this Note may be converted under this Section 8(a), the Payee shall surrender this Note, duly endorsed, at the office of the Maker and shall state therein the amount of the unpaid principal of and interest accrued on this Note to be converted and the name or names in which the certificates for Working Capital Units are to be issued (or the book-entries to be made to reflect ownership of such Working Capital Units with the Maker’s transfer agent). The conversion shall be deemed to have been made immediately prior to the close of business on the date of the surrender of this Note and the person or persons entitled to receive the Working Capital Units upon such conversion shall be treated for all purposes as the record holder or holders of such Working Capital Units as of such date. Each such newly issued Working Capital Unit shall include a restricted legend that contemplates the same restrictions as the Private Placement Units. The Working Capital Units, Working Capital Warrants, Working Capital Shares and Working Capital Warrant Shares shall constitute “Registrable Securities” pursuant to that certain Registration Rights Agreement, dated April 30, 2025, among the Maker, Payee and certain other security holders named therein.
(b) Remaining Balance. The Outstanding Amount under this Note that is not then converted into Working Capital Units, shall continue to remain outstanding and to be subject to the conditions of this Note.
(c) Conversion of Working Capital Loans on the Maturity Date. If the Outstanding Amount with respect to the Working Capital Loans (the “Working Capital Outstanding Amount”) has not been previously repaid or converted pursuant to Section 8(a), then, effective upon the Maturity Date, Payee may elect to (x) be paid the Working Capital Outstanding Amount in cash or (y) convert the Working Capital Outstanding Amount into that number of Working Capital Units equal to the Working Capital Outstanding Amount divided by the Conversion Price, rounded to the nearest whole number.
(d) Fractional Working Capital Units; Effect of Conversion. No fractional Working Capital Units shall be issued upon conversion of this Note. In lieu of any fractional Working Capital Units to the Payee upon conversion of this Note, the Maker shall pay to the Payee an amount in cash equal to the product obtained by multiplying the Conversion Price by the fraction of a Working Capital Unit not issued pursuant to the previous sentence. Upon conversion of this Note in full and the payment of any amounts specified in this Section 8(d), this Note shall be cancelled and void without further action of the Maker or the Payee, and the Maker shall be forever released from all its obligations and liabilities under this Note.
9. Termination of Rights. All rights with respect to this Note shall terminate upon repayment or effective conversion of the Outstanding Amount as provided in Section 8 above.
10. Remedies.
(a) Upon the occurrence of an Event of Default specified in Section 7(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 thereunder, 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 7(b) or 7(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.
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11. 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 the 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, on 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.
12. 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.
13. Notices. All notices, statements or other documents which are required or contemplated by this Note shall be: (a) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or electronic transmission to the address designated in writing; and (b) 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.
14. Construction. THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WITHIN THE STATE OF NEW YORK.
15. 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.
16. 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 distribution of or from the trust account established in which the proceeds of the IPO conducted by the Maker (including the deferred underwriters discounts and commissions) and certain proceeds of the sale of the Private Placement Units were deposited, as described in greater detail in the registration statement and prospectus filed with the U.S. Securities and Exchange Commission in connection with the IPO on May 2, 2025, and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever.
17. 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.
18. Successors and Assigns. Subject to the restrictions on transfer in Sections 19 and 20 below, the rights and obligations of the Maker and the Payee hereunder shall be binding upon and benefit the successors, assigns, heirs, administrators and transferees of any party hereto (by operation of law or otherwise) with the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
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19. Transfer of this Note or Securities Issuable on Conversion. With respect to any sale or other disposition of this Note or securities into which this Note may be converted, the Payee shall give written notice to the Maker prior thereto, describing briefly the manner thereof, together with (i) except for a Permitted Transfer, in which case the requirements in this clause (i) shall not apply, a written opinion reasonably satisfactory to the Maker in form and substance from counsel to the effect that such sale or other distribution may be effected without registration or qualification under any federal or state law then in effect and (ii) a written undertaking executed by the desired transferee reasonably satisfactory to the Maker in form and substance agreeing to be bound by the restrictions on transfer contained herein. Upon receiving such written notice, reasonably satisfactory opinion, or other evidence, and such written acknowledgement, the Maker, as promptly as practicable, shall notify the Payee that the Payee may sell or otherwise dispose of this Note or such securities, all in accordance with the terms of the note delivered to the Maker; provided, further, however, that any equity securities or units received upon conversion of this Note may be transferred in accordance with the terms and conditions that would be permitted for the Private Placement Units under the Letter Agreement, dated April 30, 2025, among the Maker, Payee and the other parties thereto (the “Letter Agreement”). If a determination has been made pursuant to this Section 19 that the opinion of counsel for the Payee, or other evidence, or the written acknowledgment from the desired transferee, is not reasonably satisfactory to the Maker, the Maker shall so notify the Payee promptly after such determination has been made. Each Note thus transferred shall bear a legend as to the applicable restrictions on transferability in order to ensure compliance with the Securities Act, unless in the opinion of counsel for the Maker such legend is not required in order to ensure compliance with the Securities Act. The Maker may issue stop transfer instructions to its transfer agent in connection with such restrictions. Subject to the foregoing, transfers of this Note shall be registered upon registration on the books maintained for such purpose by or on behalf of the Maker. Prior to presentation of this Note for registration of transfer, the Maker shall treat the registered holder hereof as the owner and holder of this Note for the purpose of receiving all payments of principal and interest accrued hereon and for all other purposes whatsoever, whether or not this Note shall be overdue and the Maker shall not be affected by notice to the contrary. For purposes hereof “Permitted Transfer” shall have the same meaning as any transfer that would be permitted for the Private Placement Units under the Letter Agreement.
20. Acknowledgment. The Payee is acquiring this Note for investment for its own account, not as a nominee or agent, and not with a view to, or for resale in connection with, any distribution thereof. The Payee understands that the acquisition of this Note involves substantial risk. The Payee has experience as an investor in securities of companies and acknowledges that it is able to fend for itself, can bear the economic risk of its investment in this Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of this investment in this Note and protecting its own interests in connection with this investment.
[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 | |
Acknowledged and agreed as of the date first above written.
| COPLEY ACQUISITION SPONSORS, LLC | ||
| By: | /s/ Tok Li | |
| Name: | Tok Li | |
| Title: | Managing Member | |
[Signature Page to Amended and Restated Convertible Promissory Note]
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SCHEDULE A
Subject to the terms and conditions set forth in the Note to which this schedule is attached, the principal balance due under the Note shall be set forth in the table below and shall be updated from time to time to reflect all advances and readvances outstanding under the Note.
Working Capital Loan
| Date | Drawing | Description | Principal Balance | |||||||
| June 12, 2025 | $ | 146,608.97 | Original Note Rollforward | $ | 146,608.97 | |||||
| April 10, 2026 | $ | 295,000.00 | Working Capital Loan | $ | 441,608.97 | |||||
Sch. A-1