Copley Acquisition Corp
For the period ended Jun 30, 2026. Filed Aug 17, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 17, 2026
COPL$10.70+0.7%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-20.
0001829126-26-005499
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-17.
0001829126-26-008964
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 50 previous paragraphs and 53 current paragraphs.
39 unchanged; 8 reworded; 6 added; 3 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
On June 10, 2026, the Company entered into a Business Combination Agreement with Ignite Proteomics Holdings, Inc., Ignite Proteomics, LLC and affiliated merger entities pursuant to which the parties agreed to consummate a business combination transaction, subject to the satisfaction of customary closing conditions and required approvals. Following completion of the proposed transaction, Ignite and the Company are expected to become wholly owned subsidiaries of a publicly traded parent company. As a result, the Company’s primary business activities are now focused on completing the proposed Business Combination and satisfying the required regulatory, financing and shareholder approval conditions necessary to close the transaction.
Current report
On June 10, 2026, the Company entered into a definitive Business Combination Agreement relating to a proposed business combination with Ignite Proteomics, LLC. Under the terms of the Business Combination Agreement, completion of the proposed transaction is subject to minimum financing requirements. The parties have agreed to seek aggregate transaction financing of at least $22.5 million, including a minimum of $15.0 million to be raised by the Company and at least $7.5 million to be raised by the target. Such financing may include cash remaining in the Trust Account following shareholder redemptions and additional financing arrangements, including convertible notes, an equity line of credit and/or a standby equity purchase agreement. The amount of cash ultimately available at closing will depend on, among other things, the level of shareholder redemptions and the Company’s ability to secure the required financing commitments.
Current report
Accordingly, the Company’s liquidity needs are no longer limited to operating expenses associated with identifying a target company, but also include funding transaction costs associated with consummating the proposed Business Combination and satisfying the financing conditions required under the Business Combination Agreement.
Current report
In addition, the Company’s officers, directors and Sponsor may, but are not obligated to, provide additional Working Capital Loans to fund operating activities and transaction costs pending completion of the proposed Business Combination. As of June 30, 2026, the outstanding balance under the Working Capital Loan was $441,609.
Current report
On June 10, 2026, the Company entered into a Business Combination Agreement with Ignite Proteomics Holdings, Inc. and related parties. Completion of the proposed Business Combination is subject to a number of conditions, including minimum financing requirements. The Business Combination Agreement contemplates aggregate financing of at least $22.5 million and, on a best-efforts basis, up to $30.0 million, consisting of cash remaining in the Trust Account following shareholder redemptions and additional financing sources, including convertible notes, an equity line of credit and/or a standby equity purchase agreement. The financing structure contemplates a minimum of $15.0 million to be raised by the Company and at least $7.5 million to be raised by Ignite. The amount of cash available at closing will depend, in part, upon the level of shareholder redemptions and the Company’s ability to obtain the financing required by the Business Combination Agreement. There can be no assurance that these financing requirements will be satisfied or that the proposed Business Combination will be consummated.
Current report
If the Company is unable to complete the proposed Business Combination, obtain the required financing or otherwise raise sufficient liquidity, it may be required to curtail operations and seek alternative financing arrangements. Accordingly, management has determined that substantial doubt exists about the Company’s ability to continue as a going concern for a period of one year from the date these unaudited condensed financial statements are issued. The accompanying unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Removed paragraphs (3)
Previous report
To address this uncertainty, the Company is currently evaluating several options to improve its liquidity position. These include raising additional capital through loans or additional investments from its Sponsor, shareholders, officers, directors, or third parties. The Company’s officers, directors, and Sponsor may, but are not obligated to, provide working capital loans to the Company in such amounts and on such terms as they may determine in their sole discretion. However, there is no assurance that the Company will be able to obtain such additional financing on commercially acceptable terms, if at all.
Previous report
If the Company is unable to secure additional funding, it may be required to take measures to conserve liquidity, which could include, but are not limited to, curtailing operations, suspending the pursuit of a potential business combination, and reducing overhead expenses.
Previous report
There is no assurance that the Company’s plans to raise capital or to consummate a business combination will be successful within the completion window. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Reworded paragraphs (8)
Previous wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for the IPO and those related to our search for an initial business combination. Following the IPO, we will not generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest and dividend income on the proceeds derived from the IPO, which are held in the Trust Account (defined below). After the IPO, we incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.
Current wording
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities, those necessary to prepare for the IPO and those related to identifying and evaluating an initial business combination target and, following execution of the Business Combination Agreement on June 10, 2026, activities associated with pursuing the proposed Business Combination with Ignite Proteomics, LLC, including transaction execution, regulatory filings, capital raising activities and shareholder approval processes. Following the IPO, we will not generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of interest and dividend income on the proceeds derived from the IPO, which are held in the Trust Account (defined below). After the IPO, we incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as expenses as we conduct due diligence on prospective business combination candidates.
Previous wording
For the three months ended March 31, 2026, we had a net income of $1,288,912, which consisted primarily of dividends earned on marketable securities held in the Trust Account, partially offset by general and administrative expenses. For the three months ended March 31, 2025, we had a net loss of $74,699, which consisted of general and administrative expenses.
Current wording
For the three and six months ended June 30, 2026, we had a net income of $1,485,641 and $2,774,553 respectively which consisted primarily of dividends earned on marketable securities held in the Trust Account, partially offset by general and administrative expenses. For the three and six months ended June 30, 2025, we had a net income of $913,544 and $838,845, respectively, which consisted of general and administrative expenses.
Previous wording
On May 2, 2025, we consummated our IPO of 15,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $150,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 499,643 Private Placement Units at a price of $10.00 per Private Placement Unit for the first 67,500 Private Placement Units purchased and at a price of $7.00 per Private Placement Unit for the remaining Private Placement Units in a private placement to our sponsor, Copley Acquisition Sponsors, LLC (the “Sponsor”), generating total gross proceeds of $3,700,001.
Current wording
On May 2, 2025, we consummated our IPO of 15,000,000 units (the “Units”), at $10.00 per Unit, generating gross proceeds of $150,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 499,643 Private Placement Units at a price of $10.00 per Private Placement Unit for the first 67,500 Private Placement Units purchased and at a price of $7.00 per Private Placement Unit for the remaining Private Placement Units in a private placement to our sponsor, Copley Acquisition Sponsors, LLC (the “Sponsor”), generating total gross proceeds of $3,700,000.
Previous wording
As of March 31, 2026, the Company had cash of $4,235 and a working capital deficit of $320,531. The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards 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 is considered to be one year from the date of the issuance of the unaudited condensed financial statements. Mandatory liquidation at the end of the completion window, which is within one year of the issuance of the unaudited condensed financial statements, also raises substantial doubt about the Company’s ability to continue as a going concern.
Current wording
As of June 30, 2026, the Company had cash of $3,099 and a working capital deficit of $401,141. The Company has incurred and expects to continue to incur significant costs as a publicly traded company, to evaluate business opportunities, and to close on a Business Combination. Such costs will be incurred prior to generating any operating revenues. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards 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 is considered to be one year from the date of the issuance of the condensed financial statements. Mandatory liquidation 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.
Previous wording
On June 12, 2025, the Company entered into a Working Capital Loan with the Sponsor, pursuant to which the Company may borrow up to $450,000. The Working Capital Loan is non-interest bearing and matures on the earlier of (i) the date on which the business combination is consummated and (ii) the Company’s liquidation and is subject to conversion into units (as disclosed above). On June 12, 2025, the $146,609 balance on the Promissory Note was transferred into the Working Capital Loan, resulting in a $146,609 balance outstanding as of March 31, 2026 and December 31, 2025. As of March 31, 2026 and December 31, 2025, no Extension Loans were outstanding.
Current wording
On June 12, 2025, the Company entered into a Working Capital Loan with the Sponsor, pursuant to which the Company may borrow up to $450,000. The Working Capital Loan is non-interest bearing and matures on the earlier of (i) the date on which the Business Combination is consummated and (ii) the Company’s liquidation and is subject to conversion into units (as disclosed above). On June 12, 2025, the outstanding balance of $146,609 under the Company’s promissory note was transferred into the Working Capital Loan. During the six months ended June 30, 2026, the Company received additional proceeds of $295,000 under the Working Capital Loan. As of June 30, 2026 and December 31, 2025, the outstanding balance of the Working Capital Loan was $441,609 and $146,609, respectively. No Extension Loans were outstanding as of June 30, 2026 or December 31, 2025.
Previous wording
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of March 31, 2026, we have not identified any critical accounting policies or estimates.
Current wording
The preparation of condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of June 30, 2026, we have not identified any critical accounting policies or estimates.
Previous wording
On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Current wording
On April 5, 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.
Previous wording
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.
Current wording
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed financial statements.