Copley Acquisition Corp doubles convertible note limit to $900,000

Copley Acquisition Corp (COPL) issued an amended and restated convertible promissory note to Copley Acquisition Sponsors LLC on October 6, 2026, doubling the maximum aggregate principal amount from $450,000 to $900,000. The new note replaces the existing convertible promissory note dated June 12, 2025, which was previously reported in a Form 8-K filed with the U.S. Securities and Exchange Commission on June 13, 2025. The company stated that the proceeds from the note will be used for working capital purposes.

Under the terms of the agreement, Copley Acquisition Corp agreed to repay the outstanding principal on the earlier of the effective date of a business combination or the company's liquidation. The sponsor may elect to convert any outstanding amounts into units at a conversion price of $7.00 per unit at any time before the maturity date. Each unit consists of one ordinary share and one-half of one redeemable warrant, with each whole warrant allowing the holder to purchase one Class A ordinary share. The terms of these conversion units are identical to the private placement units sold simultaneously with Copley Acquisition Corp's initial public offering, which closed on May 2, 2025.

The note bears no interest. If Copley Acquisition Corp does not complete a business combination, repayment will occur only from amounts remaining outside of the company's trust account, if any. The document notes that the obligations under the existing note remain outstanding and payable under the new terms. The full text of the note is filed as Exhibit 10.1 to the Current Report on Form 8-K.

The filing was signed by Francis Chi Yin Ng, Co-Chief Executive Officer, and Menghan Zhang, Chief Financial Officer and President, on October 9, 2026. Copley Acquisition Corp is incorporated in the Cayman Islands and trades on the New York Stock Exchange under the ticker symbols COPL for Class A ordinary shares, COPLU for units, and COPLW for warrants.