COPL SEC filings, in plain English
Everything Copley Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 37 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Quarterly Report (Form 10-Q) for Copley Acquisition Corp for the period ended June 30, 2026. Entered into a definitive Business Combination Agreement with Ignite Proteomics, LLC on June 10, 2026, with a target closing by September 30, 2026. Trust value per Class A share increased from $10.32 at Dec 31, 2025 to $10.50 at Jun 30, 2026. Trust account balance grew to $181.1M from $177.97M due to interest income. Net income for Q2 2026 was $1.49M vs $0.91M in Q2 2025. Cash decreased to $3,099 from $67,568. Working capital deficit of $401,141 at June 30, 2026. Going concern doubt raised. Working capital loan outstanding $441,609. Why it matters: First filing after signing a definitive deal; trust value per share is a key input for shareholder redemption decisions; the going concern disclosure underscores the risk of liquidation if the business combination fails to close by the termination deadline; sponsors' working capital loans and the extension mechanics are detailed for the first time beyond IPO disclosures.
What changed vs 2026-05-20trust $179.5M → $181.1M +1%trust account, sponsor loans outstanding, going-concern doubt +21 moved · 4 with no prior record of ours
- Trust account
- $179.5M$181.1M
- Sponsor loans outstanding
- not previously extracted$442K
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus our search on businesses in the Asia Paci… · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $1,573,751 was added to the trust between the two filings.
The clause …“- current 118,125 91,375 Total current assets 121,224 158,943 Investments held in Trust Account 181,099,044 177,971,442 Prepaid expenses - non-current - 30,000 Total Assets $ 181,220,268 $ 178,160,385 LIABILITIES, CLASS A ORDINARY”…
The clause …“completion of the proposed Business Combination. As of June 30, 2026, the outstanding balance under the Working Capital Loan was $ 441,609 . On June 10, 2026, the Company entered into a Business Combination Agreement with Ignite”…
The clause …“at the end of the Completion Window is a liquidity condition that raises substantial doubt about the Company’s ability to continue as a going concern. In addition, the Company’s officers, directors and Sponsor may, but are not”…
The clause …“and Contingencies (Note 6) Class A ordinary shares, $ 0.0001 par value; 17,250,000 shares subject to possible redemption at $ 10.50 and $ 10.32 per share as of June 30, 2026 and December 31, 2025, respectively 181,099,044”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit — Form 12b-25 Notification of Late Filing notifying the SEC of an inability to timely file its quarterly report for the period ended June 30, 2026. The registrant has invoked Rule 12b-25(b) to request a five-calendar-day extension for the June 30, 2026 Form 10-Q. Chief Executive Officer Francis Chi Yin Ng states the company requires additional time to complete internal review and financial close procedures. The filing confirms that all other periodic reports during the preceding 12 months were filed timely and asserts there is no anticipated significant change in results of operations relative to the corresponding prior fiscal year period. No modifications are reported regarding redemption pricing, trust distributions, extension votes, or merger negotiation timelines. Why it matters: Delayed reporting pauses the update cycle for shareholders tracking whether the sponsor will meet contractual deadlines to announce a business combination or liquidate the trust. The five-day grace period extends the filing window into late August 2026, prolonging investor uncertainty during the SEARCHING phase. The attribution for the required internal review delay comes directly from Francis Chi Yin Ng, who signed the document. The assertion regarding stable results also originates from the registrant’s filing. Because the company has not yet identified a target, administrative delays do not immediately trigger redemptions, but they serve as a compliance checkpoint regarding sponsor resource allocation and fiduciary standing until the actual financials are disclosed. The document lists principal executive offices at Suite 4005-4006, 40/F, One Exchange Square, 8 Connaught Place, and provides Francis Chi Yin Ng at +852 2861 3335 as the contact point.
What changed: A Schedule 13G beneficial ownership report, classified as a routine SEC compliance exhibit for institutional shareholding disclosure. The filing identifies Highbridge Capital Management, LLC as the reporting holder. The provided excerpt contains no numerical data, share quantities, percentage thresholds, acquisition dates, or transaction prices. Consequently, it does not modify Copley Acquisition Corp’s SEARCHING status, the stated $10.5 per share trust value, the November 1, 2026 termination deadline, or any redemption mechanics, extension provisions, or sponsor conduct. Why it matters: As a standard regulatory submission, this 13G report indicates passive portfolio tracking rather than strategic intervention or activist positioning. Without disclosed holding sizes or statements of sole/shared voting or investment power, it exerts no immediate influence on deal progress, trust preservation, or investor withdrawal windows. The text attributes no substantive claims to Copley Acquisition Corp, its sponsors, or Highbridge Capital Management, LLC regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.
What changed: A Limited Power of Attorney attached as an exhibit to a Schedule 13G filing, serving as a routine compliance instrument under the Securities Exchange Act of 1934. Mizuho Financial Group, Inc. and its subsidiaries granted Takahiro Katsura and other designated agents the authority to execute, amend, and timely file Form 13G disclosures with the SEC regarding positions in Copley Acquisition Corp. This procedural delegation does not modify COPL’s redemption deadlines, $10.5 per-share trust value, extension mechanisms, merger timeline, or sponsor governance protocols. Why it matters: As stated by Mizuho Financial Group, Inc., the instrument authorizes SEC submission logistics without transferring substantive compliance liability, a limitation explicitly acknowledged by signatories Shuji Matsuura (Senior Managing Corporate Executive, Head of Global Corporate & Investment Banking) and Adam Hopkins (Chief Legal Officer). The filing lists corporate classifications—noting Mizuho Bank, Ltd. as “A non-U.S. institution equivalent to Bank,” Mizuho Americas LLC as “A parent holding company,” and Mizuho Securities USA LLC as “A registered Broker-Dealer”—but makes zero assertions regarding customer relationships, revenue streams, market size, strategic initiatives, technology platforms, partnership agreements, or litigation exposure. Because the text contains only administrative mandates, personnel titles, and office addresses, it provides no diagnostic weight for tracking deal momentum, capital deployment, or shareholder exit mechanics, and remains binding solely until Mizuho revokes the agency in signed writing.
What changed: 8-K filed June 11, 2026, reporting entry into a Business Combination Agreement and related agreements with Ignite Proteomics. Copley Acquisition Corp announced it entered into a definitive Business Combination Agreement with Ignite Proteomics, LLC and related parties. The transaction values Ignite at $150 million (15,000,000 shares of Pubco Common Stock at $10.00 per share). SPAC will re-domesticate to Delaware prior to closing. Pubco (Ignite Proteomics Holdings, Inc.) will become the publicly traded entity listed on NYSE, issuing one share of Pubco Common Stock for each SPAC share and converting SPAC warrants into Pubco warrants. Sponsor receives $4,000,000 cash payment at closing. Closing conditions include: SPAC Minimum Cash Condition of $15,000,000 (trust proceeds after redemptions plus SPAC Transaction Financing proceeds), Company Minimum Cash Condition of $7,500,000 (net proceeds from Company Transaction Financings), Ignite delivering audited financials within 10 business days, effectiveness of S-4 registration statement, shareholder approvals, and antitrust clearance. Outside date for closing is September 30, 2026, with one automatic 30-day extension possible if SEC review of S-4 is incomplete. Trust account balance as of March 31, 2026, was $179,525,293.60. Representations and warranties of both parties do not survive closing; no indemnification for breach. Termination fee provision: if Company Minimum Cash Condition not met, Ignite reimburses SPAC up to $1,500,000 for out-of-pocket costs; if SPAC Minimum Cash Condition not met, SPAC reimburses Ignite up to $1,500,000. Lock-up period for SPAC founder shares is 90 days post-closing, or earlier upon a subsequent liquidation event. Parent company Aditxt Inc. provides a full guarantee of Ignite's obligations under the BCA. Post-closing board: 7 members, all designated by Ignite, at least 4 independent, including Ignite's CEO. Why it matters: This filing provides the first definitive deal terms for COPL, which has been searching for a combination target. The $150 million enterprise value, trust balance of ~$179.5 million, and the required minimum cash conditions ($15M SPAC-side, $7.5M company-side) set clear benchmarks for potential redemptions. The absence of post-closing indemnification and the survival of representations only until closing are unusual and shift risk to the buyer. The parent guarantee from Aditxt Inc. is a notable credit enhancement. The tight deadline for audited financials (10 business days) and the September 30 termination date create a defined timeline. Investors should monitor the S-4 filing for Ignite's financials and the level of public shareholder redemptions, which will directly impact cash available to the combined company.
What changed: Quarterly report on Form 10-Q for the three months ended March 31, 2026, filed by Copley Acquisition Corp, a blank-check company still searching for a business combination. Trust account value increased from $177,971,442 (Dec 31, 2025) to $179,525,293, driven by $1,553,851 in dividends earned. Redemption price per share rose from $10.32 to $10.41. Cash dropped from $67,568 to $4,235, and working capital deficit grew to $320,531. Net income of $1,288,912 compared to a net loss of $74,699 in the prior-year period. Management reiterates substantial doubt about going concern due to insufficient liquidity. No extension loans have been drawn. No business combination has been identified or announced. The company's 18-month completion window (from May 2, 2025) can be extended by up to six months in two three-month increments, giving a maximum deadline of May 2, 2027. Why it matters: This filing provides the first quarterly update since the IPO. It shows modest trust accretion and a deteriorating cash position, raising the likelihood that the sponsor will need to fund working capital or extension loans. The going-concern warning signals urgency to complete a deal or secure additional financing. Investors should monitor whether the sponsor provides extension loans as the initial 18-month deadline approaches (November 2, 2026). No target or letter of intent has been disclosed.
What changed vs 2025-11-12trust $176.3M → $179.5M +2%trust account, going-concern doubt, mandate language +11 moved · 3 with no prior record of ours
- Trust account
- $176.3M$179.5M
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus our search on businesses in the Asia Paci… · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $3,245,446 was added to the trust between the two filings.
The clause …“- current 154,750 91,375 Total current assets 158,985 158,943 Investments held in Trust Account 179,525,293 177,971,442 Prepaid expenses - non-current 7,500 30,000 Total Assets $ 179,691,778 $ 178,160,385 LIABILITIES, CLASS A”…
The clause …“of the issuance of the unaudited condensed financial statements, also raises substantial doubt about the Company’s ability to continue as a going concern. To address this uncertainty, the Company is currently evaluating several options”…
The clause …“and Contingencies (Note 6) Class A ordinary shares, $ 0.0001 par value; 17,250,000 shares subject to possible redemption at $ 10.41 and $ 10.32 per share as of March 31, 2026 and December 31, 2025, respectively 179,525,293”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A routine compliance exhibit: SEC Form 12b-25 Notification of Late Filing for the Quarterly Report on Form 10-Q covering the period ended March 31, 2026. The filing formally suspends the standard 10-Q submission schedule, meaning updated financial statements required for tracking redemption windows, extension votes, or trust disbursements will not be publicly available until the regulatory grace period concludes. Chief Executive Officer Francis Chi Yin Ng states the registrant requires additional time to work internally and with its advisor, auditor, and legal counsel to prepare and finalize the report. He commits to submitting the filing no later than the fifth calendar day following the prescribed filing date. Francis Chi Yin Ng confirms that all other periodic reports mandated under Section 13 or 15(d) of the Securities Exchange Act during the preceding twelve months were filed on time and asserts the company anticipates no significant change in results of operations from the corresponding prior-year period. Primary administrative contact is Francis Chi Yin Ng at +852 2861 3335, headquartered at Suite 4005-4006, 40/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong. Why it matters: SPAC redemptions, merger proxies, and extension ballots typically require current financial data; a late-filing notice automatically delays those mechanical triggers until the updated 10-Q is furnished. Investors monitoring liquidity deadlines should treat the five-day grace period as a firm cutoff for when next-quarter trust valuations and audit confirmations will refresh. The registration’s confirmation that historical reporting has been timely and that operations show no material shift provides baseline stability, while the documented reliance on external counsel and audit preparation signals administrative bottleneck risks that could influence sponsor decisions regarding future trust extensions or acquisition pacing. The document does not alter existing redemption rights, trust distribution terms, or sponsor commitments.
What changed: Annual Report on Form 10-K for fiscal year ended December 31, 2025. The company completed its IPO on May 2, 2025, raising $172.5M and placing $173.4M in trust ($10.05 per share). As of year-end, trust value grew to $177.97M ($10.32 per share). The company reports cash of only $67,568 and a working capital deficit of $78,092, with management expressing substantial doubt about its ability to continue as a going concern. No business combination has been announced; the company remains in the search phase with a deadline of up to 24 months from IPO (November 2026). Why it matters: The going concern disclosure signals that the company may lack sufficient funds outside the trust to complete a deal, increasing the risk of failure to consummate a business combination within the completion window. The low cash balance could force the company to seek additional loans or risk liquidation, potentially triggering redemption of public shares at trust value (~$10.32 per share). Investors should monitor the trust value and any extension efforts closely.
What changed: Schedule 13G, a beneficial ownership report. The filing lists Copley Acquisition Sponsors, LLC and Tok Li as holders. The provided excerpt discloses no share quantities, ownership percentages, acquisition dates, purchase prices, or stated purpose. Consequently, it introduces no new parameters affecting the redemption calendar, trust fund composition, extension mechanics, merger timeline, or sponsor conduct. Why it matters: This is a routine compliance exhibit confirming current holder identity. Without accompanying numerical disclosures or narrative commentary, it does not signal changes to liquidity conditions, alter the cash pool projected for redemption, indicate impending dilution or lock-up events, or provide insight into management strategy, target screening, or operational metrics. Because the SEC filing text contains zero claims about customers, revenue, market size, technology, partnerships, litigation, or personnel, and because no figures are reported in the excerpt, the document offers no actionable update for investors tracking capital structure or deal progression.
What changed: SEC Schedule 13G/A amendment to a beneficial ownership report. The filing revises the publicly disclosed beneficial ownership records for Copley Acquisition Corp, attributing the stake to Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. The provided excerpt does not quantify shares purchased or sold, state the percentage of the class now held, or specify whether the reporting group includes joint activities or independent investors. The amendment designation alone confirms a correction or update to a previous Section 13(d) submission. Why it matters: The amendment does not alter Copley Acquisition Corp’s SEARCHING status, its per-share trust balance, or any redemption deadline, extension provision, or sponsor conduct metrics. Because the excerpt contains no transactional volume, pricing, or statements regarding a pending business combination, it carries no immediate impact on unitholder liquidity or deal progression. Institutional position adjustments by BMO entities may reflect portfolio rebalancing rather than targeted accumulation ahead of an announcement; investors should track future amendments for explicit percentage crossings or changes in purpose clauses that could signal pre-merger positioning.
What changed: Schedule 13G beneficial ownership report. The filing identifies Karpus Management, Inc. as the reporting holder. It bears no information on redemption deadlines, trust value, extension mechanics, deal progress, or sponsor conduct. It likewise contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Ownership disclosures track institutional positioning during a SPAC’s search phase, yet without disclosed percentage thresholds, acquisition purposes, or voting arrangements, this report does not shift investor expectations surrounding redemption timelines, trust preservation, or sponsorship behavior.
What changed: Quarterly report (Form 10-Q) for Copley Acquisition Corp, a blank-check SPAC that completed its IPO on May 2, 2025, and is still searching for a business combination. This is the first 10-Q since the IPO. The trust account holds $176,279,847 ($10.22 per share as of September 30, 2025, per the balance sheet). Net income for the nine months ended September 30, 2025, was $2,570,449, primarily from trust interest. Cash outside trust is $92,221; working capital surplus is $27,392. Management has raised substantial doubt about going concern due to insufficient liquidity. The sponsor has provided a working capital loan (up to $450,000, with $146,609 drawn). No business combination has been announced; the deadline is 18 months from May 2025 (with two 3-month extension options). The company has not identified any specific target. Why it matters: The trust value per share ($10.22) exceeds the IPO price, but the company's cash position is extremely thin, triggering a going-concern warning. Investors should monitor the sponsor's continued support and the search for a target; the lack of liquidity could force early liquidation or an extension if a deal is not found quickly.
What changed vs 2025-08-14trust $174.5M → $176.3M +1%trust account, going-concern doubt, mandate language +11 moved · 3 with no prior record of ours
- Trust account
- $174.5M$176.3M
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus our search on businesses in the Asia Paci… · unchanged
- Redeemable shares
- 17.3M · unchanged
SpacBrain reads this as $1,802,094 was added to the trust between the two filings.
The clause “11,530 - Total current assets 203,751 - Non-Current Assets Cash and investments held in trust account 176,279,847 - Prepaid expenses - non-current 52,750 - Deferred offering costs - 436,025 Total Assets $ 176,536,348 $ 436,025”…
The clause …“Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements - Going Concern,” management had determined that the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which”…
The clause …“and Contingencies (Note 6) Class A ordinary shares, $ 0.0001 par value; 17,250,000 shares subject to possible redemption at $ 10.22 per share at September 30, 2025 (none at December 31, 2024) 176,279,847 - Shareholders’ Deficit”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit (Schedule 13G beneficial ownership report) filed by Aristeia Capital, L.L.C. The provided filing excerpt contains no operational or financial data. It reports no updates to redemption deadlines, trust valuation, extension status, business combination progress, or sponsor conduct. Why it matters: As a standard Section 13(d) compliance exhibit for a SPAC in a searching stage, this document serves only to record beneficial ownership disclosure by a single named entity. Aristeia Capital, L.L.C. makes no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Because it lacks percentage thresholds, acquisition dates, or stated purposes for the holdings, it carries no immediate mechanical impact for investors tracking capital calls, redemption windows, or liquidation schedules. Future prospectus supplements or proxy materials will be required to assess combination timelines or trust distribution mechanics.
What changed: Quarterly Report on Form 10-Q for the period ended June 30, 2025. This is the first 10-Q since Copley Acquisition Corp's IPO on May 2, 2025. The IPO raised $172.5 million (17.25 million units at $10.00), and a private placement added $4.09 million. The trust account holds $174.48 million, or $10.11 per public share. The company reported a net loss from operations of $278,011 but net income of $838,845 due to $1.12 million in trust interest. Management disclosed substantial doubt about the company's ability to continue as a going concern, citing only $160,520 cash outside trust and a working capital surplus of $75,007. The sponsor converted a promissory note into a $146,609 working capital loan. No business combination target has been identified. The company has 18 months from IPO (until November 2026) to complete a deal, extendable to 24 months. Why it matters: This filing establishes the baseline trust value ($10.11/share) and reveals the precarious cash position outside trust, which is unusual for a newly public SPAC. The going concern qualification signals that the company may need additional sponsor support or a quick deal to avoid liquidation. The high trust value per share (above $10.00) provides a slight buffer for redeeming shareholders. The disclosure that the company will not target a PRC-based business is a key strategic limitation. Investors should monitor the company's ability to secure a target within the deadline and its access to non-trust capital.
trust account, going-concern doubt, mandate language +1nothing moved · 4 with no prior record of ours
- Trust account
- not previously extracted$174.5M
- Going-concern doubt
- stated · unchanged
- Mandate language
- we intend to focus our search on businesses in the Asia Paci… · unchanged
- Redeemable shares
- 17.3M · unchanged
The clause …“94,841 - Total Current Assets 255,361 - Non-Current Assets Investments held in Trust Account 174,477,753 - Prepaid expenses - long-term 75,625 - Deferred offering costs - 436,025 Total Assets $ 174,808,739 $ 436,025 LIABILITIES,”…
The clause …“Codification (“ASC”) Topic 205-40, “Presentation of Financial Statements – Going Concern,” management had determined that the Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which”…
The clause …“and Contingencies (Note 6) Class A ordinary shares, $ 0.0001 par value; 17,250,000 shares subject to possible redemption at $ 10.11 per share at June 30, 2025 (none at December 31, 2024) 174,477,753 - Shareholders’ Deficit”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Schedule 13G beneficial ownership report filed by W. R. Berkley Corporation and Berkley Insurance Company. The filing identifies two institutional holders reporting their positions in Copley Acquisition Corp, but the provided excerpt contains no share quantities, purchase prices, or ownership percentages. There are no disclosures adjusting redemption windows, trust distributions, merger extension procedures, or sponsor conduct. Why it matters: Standard Schedule 13G filings generally indicate that an investor non-controlling stake has reached the statutory reporting floor. While institutional accumulation can improve secondary market depth and may create subtle time pressure on management to consummate a business combination, this excerpt supplies no transaction volume, strategic rationale, or pricing data. No claims concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel are present. The reporting entities do not disclose activities that would alter the SEARCHING status or impact the capital structure available to public shareholders.(flagged for human review)
What changed: Routine regulatory compliance exhibit: Schedule 13G beneficial ownership report. The filing identifies Bank of Montreal, Bank of Montreal Holding Inc., and BMO Nesbitt Burns Inc. as reporting persons. The excerpt provides no share quantities, acquisition dates, or percentages of outstanding COPL common stock. Why it matters: First, this document is a Schedule 13G, not a merger agreement, resignation, interview transcript, or investor presentation. Second, bearing on mechanics: the text contains no information regarding redemption deadlines, trust account composition or per-share value, extension votes, target acquisition progress, or sponsor conduct, as it lists only institutional entity names. Third, substantively: the filing makes zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Without disclosed share counts or ownership percentages crossing the 5% statutory threshold, the excerpt provides no verifiable data on institutional concentration or voting power shifts until a complete filing with all schedules is reviewed.
What changed: A Current Report on Form 8-K disclosing the execution of a material definitive agreement, specifically an unsecured Convertible Promissory Note between Copley Acquisition Corp and its sponsor, Copley Acquisition Sponsors LLC. According to the Convertible Promissory Note dated June 12, 2025, Copley Acquisition Corp issued an unsecured working capital loan to Copley Acquisition Sponsors LLC with an aggregate principal cap of $450,000. The advance initially rolls forward the outstanding balance of $146,608.97 from a prior Amended and Restated Promissory Note dated April 18, 2025, which the parties mutually agreed to cancel. The note bears no interest and matures on the earlier of (i) the effective date of a business combination or (ii) the company’s liquidation. In the event of liquidation without a business combination, the note is repayable exclusively from amounts remaining outside the trust account. At any time before maturity, the sponsor may elect to convert the outstanding principal into units at a fixed conversion price of $7.00 per unit. Each converted unit comprises one ordinary share and one-half of one redeemable warrant, with each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share. These conversion terms are contractually required to be identical to the private placement units sold when the IPO closed on May 2, 2025. Section 17 of the agreement executes a full trust waiver, wherein the sponsor explicitly waives any right, title, interest, or claim to the trust account and agrees not to seek recourse against those deposited funds for any reason whatsoever. Why it matters: Under the terms documented by Copley Acquisition Corp and Copley Acquisition Sponsors LLC, this instrument materially shapes sponsor alignment, capital runway, and shareholder redemption mechanics. The explicit trust waiver guarantees that public shareholders’ trust balances will not be encumbered or diluted by this debt, ensuring liquidation/redemption payouts derive solely from protected trust assets while the sponsor’s recovery remains strictly limited to non-trust corporate funds. The $450,000 aggregate commitment extends operational runway for target identification, while the standardized $7.00 conversion floor and matching private placement structure preserve consistent economic treatment for sponsor capital relative to public market instruments. The cancellation of the prior $146,608.97 obligation streamlines the company’s balance sheet ahead of any de-SPAC transaction. Because the note carries zero interest, lacks trust account recourse, and ties conversion to IPO-private placement equivalents, it introduces minimal structural risk to redemption calendars or trust valuation, though it does signal active sponsor funding contingent on future deal completion.
What changed: Quarterly report (10-Q) for Copley Acquisition Corp, a blank-check SPAC, for the period ended March 31, 2025. This is the company's first 10-Q after its IPO, which closed on May 2, 2025. The report shows the company's pre-IPO financial position (zero assets and a shareholder deficit), a net loss of $74,699 for the quarter, and a working capital deficit of $537,214. It discloses the IPO and private placement of 17,250,000 units and 555,893 private placement units, respectively, which generated gross proceeds of $172,500,000. It details the trust account deposit of $173,362,500 ($10.05 per unit) and sets out significant related party transactions, including a promissory note with the sponsor. The filing discloses a material weakness in liquidity with management expressing substantial doubt about the company's ability to continue as a going concern. Why it matters: This filing is the first public look at SPAC COPL's financials post-IPO. It confirms key deal mechanics: a trust value of $10.05 per unit (above the standard $10.00), an 18-month deadline (extendable to 24 months) from May 2, 2025, for a business combination, and a 24-month window in total. Critically, management identifies a substantial doubt about its ability to continue as a going concern due to the proceeds outside the trust being insufficient to fund operations. The sponsor provided a working capital loan of $450,000 on June 12, 2025, and may provide up to $3,450,000 in extension loans. The SPAC also says it will not acquire a company based in or with majority operations in the PRC, despite its management's ties to the region.
What changed: A Form 8-K current report and attached Press Release (Exhibit 99.1) dated May 22, 2025, announcing the commencement of separate trading for Copley Acquisition Corp’s listed securities. According to the Company’s press release, holders of the initial public offering units may elect to separately trade Class A ordinary shares and warrants commencing on or about June 2, 2025. The filing, signed by Co-Chief Executive Officer Francis Chi Yin Ng, confirms the Company completed its IPO on May 2, 2025, consisting of 17,250,000 units, which includes 2,250,000 units issued upon the underwriters' exercise of their over-allotment option. Each unit comprises one Class A ordinary share and one-half of one redeemable warrant. The press release specifies that each whole warrant is exercisable for one Class A ordinary share at an exercise price of $11.50 per share, and that no fractional warrants will be issued upon separation. Units, shares, and warrants will trade on the New York Stock Exchange under the symbols COPLU, COPL, and COPLW, respectively, with brokers directed to contact Continental Stock Transfer & Trust Company to effect separation. The filing states a registration statement was declared effective on April 30, 2025. It does not disclose any modifications to redemption deadlines, trust account balances, extension provisions, specific business combination targets, or sponsor conduct adjustments. Why it matters: While the filing provides no updates on the SPAC's redemption window, trust value per share, extension timeline, or acquisition target progress, it materially establishes the finalized post-offering capital structure and liquidity mechanics. By confirming the exact offering size of 17,250,000 units and the warrant strike price of $11.50, the press release sets the structural baseline for calculating future equity dilution and shareholder redemption payout ratios once a business combination target is announced. Investors tracking the redemption calendar, trust composition, or deal pipeline should note that none of these items are addressed in this submission; the document solely confirms the mechanical separation of public securities beginning June 2, 2025, and reaffirms the Company's standard blank-check objective to effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.
What changed: A Form 8-K current report filed on May 13, 2025, disclosing an officer departure under Item 5.02. According to the registrant's filing, Chief Operating Officer Tsz Chiu Guan notified Copley Acquisition Corp of his intent to resign on May 7, 2025, and officially resigned on May 13, 2025. The report does not amend redemption deadlines, trust account values, extension mechanisms, initial business combination timelines, or sponsor governance arrangements. Why it matters: The departure removes a member of the upper management team overseeing operations while the blank-check company searches for a merger target. The filing attributes the event solely to the officer's notice and lists no successor, compensation terms, or operational rationale. For investors tracking deal progression and sponsor stability, the vacancy creates a temporary gap in chief operating responsibilities that falls to the existing executive leadership, including Co-Chief Executive Officer Francis Chi Yin Ng, who executed the report. Shareholders should anticipate subsequent filings detailing interim assignments, potential hiring actions, or any resultant shifts in the search-phase timeline.
What changed: A Form 8-K current report accompanied by an audited balance sheet and comprehensive financial statement notes, announcing the consummation of Copley Acquisition Corp's initial public offering and simultaneous private placement. The filing states that Copley Acquisition Corp closed its IPO of 17,250,000 units at $10.00 per unit, generating $172,500,000 in public proceeds, and simultaneously completed a private placement of 555,893 units to Sponsor Copley Acquisition Sponsors, LLC for $4,093,750. The company reports placing $173,362,500, or $10.05 per public share equivalent, into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. Management discloses an 18-month completion window for a business combination, extendable two times by three months each for a maximum of 24 months, with automatic pro-rata trust redemptions triggered upon expiration. Independent registered public accounting firm WithumSmith+Brown, PC issued a going concern qualification, noting the company relies on approximately $633,219 in operating cash and a $251,803 outstanding promissory note from the sponsor to fund pre-combination activities. Why it matters: This filing establishes the precise initial trust floor at $10.05 per share and activates the countdown against the firm's 24-month liquidity deadline, directly dictating the window for shareholder exits versus a de-SPAC transaction. It verifies sponsor commitment through the $4,093,750 private capital injection and $25,000 founder share purchase, while the auditor's going concern warning flags acute execution risk if working capital injections or deals fail to materialize quickly. Furthermore, the disclosure that executives operate out of Hong Kong with ties to the People's Republic of China—yet the company explicitly vows to exclude targets based or primarily operating in that region—imposes a specific geographical filter on deal sourcing that investors should weight alongside the tight timeline and thin operating runway.
What changed: 8-K Current Report filed by Copley Acquisition Corp announcing the closing of its initial public offering and entry into related agreements (underwriting, trust, warrant, insider letter, registration rights, etc.) on May 2, 2025. Copley Acquisition Corp completed its IPO of 17,250,000 units at $10.00 per unit (including full exercise of over-allotment), generating gross proceeds of $172,500,000. Simultaneously, the sponsor purchased 555,893 private placement units for $4,093,750. A total of $173,362,500 was deposited into the trust account, implying a trust value of approximately $10.05 per public share. The company adopted its amended and restated memorandum and articles of association. The deadline to complete a business combination is 18 months from closing (May 2, 2025), extendable by up to two additional three-month periods (to a maximum of 24 months) by depositing $0.10 per public share per extension. Why it matters: This filing establishes the SPAC's trust account size ($173.4M), redemption mechanics, and timeline. Public shareholders now have clarity on the redemption rights, extension procedures, and sponsor lock-up terms. The SPAC has not yet identified a target but intends to focus on technology or lifestyle sectors. The per-share trust value of approximately $10.05 provides a baseline for future redemptions.
What changed: Form 4 – Insider Ownership Report. This document is a Form 4 – Insider Ownership Report. It bears on your tracked mechanics by confirming no alterations to redemption deadlines, trust share values, extension procedures, deal progress schedules, or sponsor conduct provisions; the text contains no language modifying those structural parameters. It further discloses no substance regarding customer relationships, revenue metrics, market size evaluations, corporate strategy, technology developments, partnership arrangements, active litigation, or executive personnel changes. Why it matters: According to the report, Li Tok, identified therein as Chief Legal Officer and a 10% owner, completed an open-market purchase of 555,893 shares on 2025-05-02, resulting in a reported post-transaction holding of 6,305,893 shares. As documented by the filer, this equity accumulation updates insider ownership concentration but does not independently adjust redemption windows, trust accounting baselines, extension voting timelines, or business combination milestones. For investors tracking capital deployment mechanics, this filing functions as a routine transparency update on market purchases rather than a trigger for structural covenant modifications.
What changed: Routine compliance exhibit (SEC Form 4 – insider ownership report). Per the registrant’s self-reported submission, on 2025-05-02, Copley Acquisition Sponsors, LLC (identified in the filing as a 10% owner) executed an open-market purchase of 555,893 shares. Following the trade, the sponsor’s total holdings stand at 6,305,893 shares. The issuer’s developmental stage remains SEARCHING. The document contains no filings, votes, or announcements affecting redemption deadlines, trust account accounting, extension triggers, voting rights adjustments, or specific business combination targets. Why it matters: This filing tracks sponsor conduct rather than operational milestones. The reported open-market accumulation occurs while the company continues its SEARCHING phase, which the registrant’s disclosure implies reflects ongoing capital deployment intent or secondary-market liquidity provision. Because the acquisition was settled outside the trust account, it does not alter the published per-share trust balance, does not reset or modify redemption windows, and carries no immediate implication for deal progress or closing mechanics. The document makes no independent claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. All substantive assertions—the transaction date (2025-05-02), share quantity (555,893 acquired; 6,305,893 held post-transaction), ownership classification (10% owner), reporting entity (Copley Acquisition Sponsors, LLC), filing date (2025-05-05), and SEC accession number (0001829126-25-003389)—are sourced directly from the issuer’s Form 4 submission. While mechanically quiet on redemption and extension calendars, the transparency of sponsor-level secondary buying provides measurable insight into management’s risk tolerance and float dynamics during the pre-decision period.
What changed: Final prospectus (424B4) for Copley Acquisition Corp's initial public offering of 15,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-half of one warrant; the company states it is a blank check company with no target selected and no substantive discussions initiated with any business combination target. IPO terms and SPAC mechanics were established at effectiveness: $150,750,000 will be deposited into the trust account, stated as $10.05 per public share; the company has 18 months from closing to complete a business combination, extendable twice by three months each without shareholder approval, for a total window of up to 24 months, with each extension requiring a $0.10 per public share deposit into trust; public shareholders may redeem at the trust value in connection with a business combination or liquidation, subject to a 15% redemption cap if a shareholder vote is used; warrants are exercisable at $11.50 per share beginning 30 days after a business combination; sponsor is buying placement units and holds founder shares, with non-managing sponsor investors also participating; separate trading of Class A shares and warrants is expected on the 52nd day after the prospectus date; no target has been identified. Why it matters: This filing defines the structural timeline and redemption economics investors must track: the trust value per share is $10.05, the deadline runs from the IPO closing with up to two no-vote extensions, and extensions require additional per-share trust deposits. It also details sponsor incentives and potential conflicts, including founder shares purchased at nominal cost, placement unit terms, waiver of redemption rights by insiders, and a 15% per-shareholder redemption limit in a shareholder-vote structure. The company states it will focus on technology and lifestyle targets in Asia Pacific excluding the PRC and North America, and will not pursue a PRC-based or majority-PRC-operations target. This is the foundational filing for monitoring Copley's search, redemption dates, extension decisions, and eventual combination proposal.
What changed: Routine compliance exhibit — Form 3 initial statement of beneficial ownership of securities. Attributed solely to this SEC filing, the document records that Li Tok, identified as Chief Legal Officer and a 10% owner, holds 5,750,000 shares indirectly in Copley Acquisition Corp. The exhibit contains no data regarding redemption deadlines, trust account balances or per-share values, extension mechanisms, business combination milestones, or sponsor conduct allegations. No statements concerning customers, revenue, market size, strategic initiatives, technology developments, partnerships, ongoing litigation, or additional personnel movements are disclosed. Why it matters: Shareholders monitoring redemption schedules, trust performance, or deal progression will find zero mechanical implications from this static ownership snapshot. Because the filing discloses no transactions, price levels, or trust account references, it does not adjust calendar expectations or valuation baselines. It merely establishes a verified baseline of indirect insider positioning as defined by the reporter’s own disclosures.
What changed: Form 3 — insider ownership report. The filing states that reporting person Zhang Menghan (director, CFO and President) has no non-derivative transactions or holdings reported. Why it matters: This routine equity disclosure records zero insider share movements, providing no fresh data to cross-reference against redemption deadline projections, trust distribution mechanics, extension voting schedules, business combination progress, or sponsor governance conduct. The absence of traded activity means there is no updated signal regarding insider capital commitment or alignment that investors typically use to calibrate confidence ahead of a target announcement. The exhibit contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or additional personnel changes.
What changed: A Form 3 initial statement of beneficial ownership, classified as a routine compliance exhibit filed with the SEC to report insider equity positions. Per the filing text, director Djebbari Jean-Baptiste reported no non-derivative transactions or holdings. There is no update to redemption deadlines, trust value, extension mechanisms, deal progress, or sponsor conduct. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: For investors tracking the SEARCHING phase, this filing establishes a static director equity baseline with no underlying share movements that typically accompany de-SPAC negotiations or warrant activations. Because the reporting person disclosed zero positions, the document provides no actionable signals regarding capital deployment timelines, trust utilization, or sponsor engagement. The absence of strategic assertions or administrative changes means the redemptions calendar and unit valuation remain governed by prior filings and general SPAC statutory deadlines rather than developments documented in this submission.
What changed: A routine Securities and Exchange Commission Form 3 initial insider ownership compliance exhibit filed for Copley Acquisition Corp. The filing reports zero non-derivative transactions or holdings for reporting person Francis Chi Yin Ng, director and Co-Chief Executive Officer. Accordingly, there are no updates to redemption deadlines, trust account mechanics, extension timelines, business combination progress, or sponsor conduct documented in this submission. Why it matters: This Form 3 serves as the statutory baseline establishing Section 16(a) reporting duties for the company’s leadership immediately following the public offering. While the report contains no substantive claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the reporter’s title, it formally confirms the Co-CEO’s static equity position at the start of the search phase. For investors monitoring cash preservation and redemption exposure, the explicit statement that the reporting person holds no securities confirms the sponsor team is holding static until a target is identified, which preserves the public trust balance through the ongoing combination hunt. The absence of transactional activity does not trigger or modify any statutory timeline, leaving the redemption calendar and extension voting schedule entirely dependent on subsequent merger-related filings.
What changed: A SEC Form 3 insider ownership report for Copley Acquisition Corp, dated 2025-04-30, which establishes the initial direct holding of Copley Acquisition Sponsors, LLC, as a 10 percent owner. According to the filing, the sponsor retains a static holding of 5,750,000 shares directly. Form 3 disclosures do not record acquisitions or dispositions; they merely catalogue existing affiliated stakes at the moment the filer becomes a reporting person. The document contains zero references to redemption deadlines, the stated $10.5 trust value, extension voting mechanics, business combination targets, or sponsor conduct beyond the numerical declaration. Why it matters: As stated in the regulatory submission, maintaining the full 5,750,000 promoter shares verifies standard pre-combination capitalization and confirms the sponsor has not liquidated restricted equity, which would otherwise imply reduced alignment with public shareholders. Because this is a routine statutory baseline disclosure, it does not reset trust distribution timelines, alter the $10.5 per-share redemption floor, trigger extension procedures, or supply any data on customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or key personnel. Investors receive structural confirmation rather than operational or financial signaling.
What changed: SEC Form 3 – initial statement of beneficial ownership of securities, a routine regulatory compliance exhibit. According to the filing dated 2025-04-30, the designated reporting person Chu Chun Kit, explicitly titled Chief Marketing Officer in the document, disclosed zero non-derivative transactions and zero current beneficial holdings. No equity positions were opened, acquired, or held as of the report date. Why it matters: Investors tracking sponsor conduct and pre-deal insider market activity receive confirmation that a newly identified or continuing executive has not purchased shares in the secondary market or received underlying equity compensation. This absence of reported acquisitions leaves the count of participating public shares unaffected, meaning the filing does not pressure the redemption calendar, shift the effective voting/dilution calculus, or signal executive conviction ahead of the business combination window. The $10.5 per share trust balance noted in your tracker remains mathematically and operationally unchanged by this submission.
What changed: SEC Form 3 initial statement of beneficial ownership. Director and Co-Chief Executive Officer Tang Chibo reported zero non-derivative transactions or holdings. Per the filing, no alterations to the trust account, redemption calendar, extension mechanism, business combination trajectory, or sponsor equity allocations occurred. The issuer retains its SEARCHING status and the $10.5 per-share trust value remains unchanged. Why it matters: For investors monitoring SPAC mechanics and sponsor conduct, the report indicates that management did not purchase shares to defend price or signal confidence during the pre-deal phase. This static insider posture leaves trust distribution timing and potential extension votes dependent solely on corporate milestones and shareholder action rather than sponsor-led liquidity or equity signals. The document contains no additional substantive disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; it serves exclusively as a formal record of unreported insider equity activity.
What changed: Form 3 insider ownership report. This document is a Form 3 insider ownership report. According to the filing, Reporting person Guan Tsz Chiu, Chief Operating Officer, reported no non-derivative transactions or holdings. Nothing in the submission bears on redemption deadlines, trust value, extensions, deal progress, or sponsor conduct. The document contains no further claims or substance regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: The filing confirms routine compliance with SEC insider reporting requirements without altering any investor watchlist parameters for a searching SPAC. It provides no indication of acquisition targeting, insider confidence shifts, or timeline changes, meaning investors must await subsequent registration statements, business combination announcements, or amendment filings for actionable developments.
What changed: SEC Form 3 – Insider Ownership Report (routine compliance exhibit). The filing explicitly states there were no non-derivative transactions or holdings reported for director Meng Ying Shirley. Why it matters: This standard regulatory submission confirms zero insider equity movement during the reporting window and provides no updates on COPL’s business combination search, trust distribution mechanics, redemption deadlines, extension triggers, or sponsor conduct. It contains no substantive disclosures regarding customers, revenue projections, market sizing, acquisition strategy, proprietary technology, strategic partnerships, active litigation, or personnel shifts beyond confirming the ongoing directorship of Meng Ying Shirley.
What changed: SEC Form 3 – Insider Ownership Report, a routine compliance exhibit documenting initial or updated beneficial ownership filings. Per the submission, the filing contains 'No non-derivative transactions or holdings reported,' meaning the reporting person confirmed zero share purchases, sales, or current positions during the covered window. Why it matters: For investors monitoring redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this Form 3 introduces no new variables. According to the reporting person, Fannin Rebecca A, there are no insider stock movements to signal management conviction, capital deployment, or alignment with public shareholders. The document does not reference SPAC extension votes, merger negotiations, redemption mechanics, trust account distributions, or timeline adjustments. Attributed entirely to this filing, it discloses no substantive updates regarding Copley Acquisition Corp’s operational strategy, customer base, revenue forecasts, technology roadmap, partnerships, pending litigation, or personnel shifts. As a straight regulatory acknowledgment of zero reported activity, it carries no bearing on the entity’s SEARCHING status or trust/per-share expectations.
What changed: SEC Form 3 Initial Statement of Beneficial Ownership. Per the self-filed disclosure, Director Bob Whitsitt reported zero non-derivative transactions or holdings, meaning no adjustment occurred to insider equity positions, trust value mechanics, redemption schedules, extension triggers, or sponsor conduct metrics. Why it matters: This routine compliance exhibit confirms the named director currently carries no direct equity footprint in the SPAC structure. For investors tracking pre-combination governance and alignment, the explicit absence of reported shares or warrants indicates compensation likely rests solely on cash retainers rather than skin-in-the-game exposure, though standard deferred director fees or private placement participation are routinely exempt from Form 3 reporting unless specifically triggered. The filing does not alter the stated SEARCHING status or the documented $10.5 trust/share benchmark, nor does it mandate any modification to investor redemption windows, proxy timing, or due diligence milestones.
What changed: A Form 8-A for registration of certain classes of securities under Section 12(b) of the Securities Exchange Act of 1934, registering Copley Acquisition Corp’s units, ordinary shares, and redeemable warrants for listing on the New York Stock Exchange. The filing registers three existing security classes without altering any SPAC mechanical provisions: units consisting of one ordinary share and one-half warrant; ordinary shares with a par value of $0.0001 per share; and redeemable warrants exercisable for one Class A ordinary share at an exercise price of $11.50. The company incorporates by reference the 'Description of Securities' from Registration Statement File No. 333-283972 initially filed on December 20, 2024. Co-Chief Executive Officer Francis Chi Yin Yin Ng signed the filing on April 29, 2025. The document contains no amendments to the redemption deadline, trust account distribution mechanics, extension voting terms, or target business combination status. Why it matters: For investors tracking redemption windows, trust value allocations, extension votes, and sponsor behavior, this filing serves exclusively as an exchange listing confirmation and does not advance a de-SPAC transaction, modify cash conversion rates, or update sponsor performance commitments. The company’s explicit specification of a $11.50 warrant exercise price and $0.0001 par value provides fixed reference points for instrument valuation, while the cross-reference to a December 20, 2024 registration statement confirms the capital structure has not been revised since that initial filing date.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.