Copley Acquisition Corp — Regulatory Filings 2025

May 22, 2025

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 22, 2025

Copley Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands	000- 00000 001-42622	00-0000000 N/A
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

8 Connaught Place , Central , Hong Kong

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code +852 2861 3335

Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

| Title of each class | Trading Symbol(s) | Name of each exchange on which
registered |
| --- | --- | --- |
| Units, each consisting of one Class A ordinary share and one-half of one warrant | COPLU | New York Stock Exchange |
| Class A ordinary shares, par value $0.0001 per share | COPL | New York Stock Exchange |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share | COPLW | New York Stock Exchange |

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 8.01. Other Events.

On May 22, 2025, Copley Acquisition Corp (the “ Company ”) announced that, commencing on June 2, 2025, the holders of the units issued in its initial public offering (the “ Units ”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “ Class A Ordinary Share ”) and one-half of one redeemable warrant (the “ Warrants ”), may elect to separately trade the Class A Ordinary Shares and the Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Any Units not separated will continue to trade on the New York Stock Exchange under the symbol “COPLU.” The Class A Ordinary Shares and the Warrants are expected to trade on the New York Stock Exchange under the symbols “COPL” and “COPLW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated May 22, 2025.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

/s/ Francis Chi Yin Ng
Francis Chi Yin Ng
Co-Chief Executive Officer

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