Business Description

NOTE 1. ORGANIZATION AND BUSINESS OPERATIONS Copley Acquisition Corp (the “Company”) is an exempted company with limited liability incorporated under the laws of the Cayman Islands on November 26, 2024. The Company was formed for the purpose of effectuating a merger, shares exchange, asset acquisition, shares purchase, reorganization, or other similar business combination with one or more target businesses, which we refer to individually as a “target business” (the “Business Combination”). The Company has commenced its search, but does not have any specific business combination under consideration with any prospective target business. The Company’s efforts to identify a prospective target business are not limited to a particular industry or geographic location but are initially focused in the Asia Pacific and North American regions. The Company executive officers and directors are located in Hong Kong, with significant ties to Hong Kong and, to a lesser degree, the People’s Republic of China, Hong Kong, Taiwan and Macau, collectively referred to as “PRC”. Further, due to the fact that most of the Company’s executive officers and directors are located in or have significant ties to the PRC, it may make the Company a less attractive partner to certain potential target businesses, outside the PRC, than a non-PRC related Special Purpose Acquisition Company (“SPAC”). However, the Company will not undertake its initial Business Combination with any company being based in or having a majority of its operations in the PRC. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2025, the Company had not yet commenced any operations. All activity for the period from November 26, 2024 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest and dividend income from the proceeds derived from the Initial Public Offering, which will be held in the Trust Account for potential redemption of the Public Shares (as described below). The Company has selected December 31 as its fiscal year end. The Company’s founder and sponsor is Copley Acquisition Sponsors, LLC (the “Sponsor”). Financing The registration statement for the Company’s Initial Public Offering was declared effective on April 30, 2025. On May 2, 2025, the Company consummated the Initial Public Offering of 17,250,000 units including 2,250,000 additional public units as the underwriters’ over-allotment option was exercised in full (the “Units”), at $ 10.00 per Unit, generating gross proceeds of $ 172,500,000 . Each Unit consists of one Class A ordinary share (“Public Share”) and one-half of one redeemable warrant (“Public Warrant”) to purchase one Class A ordinary share at a price of $11.50 per share (see Note 3). Simultaneously with the consummation of the Initial Public Offering and the sale of the Units, the Company consummated the private placement (“Private Placement”) of 555,893 units including 56,250 additional private placement units as the underwriters’ over-allotment option was exercised in full (the “Private Placement Units”) to the Sponsor, at a price of $10.00 per unit for the first 67,500 Private Placement Units purchased and at a price of $ 7.00 per unit for the remaining 488,393 Private Placement Units purchased, generating total proceeds of $ 4,093,750 . Each Private Placement Unit entitles the holder thereof to one Class A ordinary share and one-half of one redeemable warrant (“Private Placement Warrant”) to purchase one Class A ordinary share at $11.50 per share (see Note 4). Transaction costs amounted to $ 8,257,998 , consisting of $ 2,156,295 of cash underwriting fees, $ 5,175,000 of deferred underwriting fees which will be paid on the consummation of an initial Business Combination, $ 322,575 for the fair value of the Representative Shares (see Note 6) and $ 604,128 of other offering costs.…