Copley Acquisition Corp (0002045473) (Filer)

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): October 6, 2026

Copley Acquisition Corp

(Exact name of registrant as specified in its charter)

Suite 1801-1803, 18/F, Alexandra House

18 Chater Road, Central, Hong Kong

(Address of principal executive offices, including zip code)

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

N/A00000
(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:

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

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. ☐

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.

The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

(d) Exhibits

The following exhibits are furnished with this report.

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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.

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