Copley Acquisition Corp: amends convertible note to $900,000

What happened Copley Acquisition Corp reported on Oct 6, 2026 that it issued to Copley Acquisition Sponsors LLC an amended and restated convertible promissory note (the "Note"). The Note amends and restates in its entirety a Convertible Promissory Note dated as of Jun 12, 2025 and increases the maximum aggregate principal amount available thereunder from $450,000 to $900,000. COPL agreed to repay outstanding principal on the earlier of (i) the effective date of a business combination and (ii) COPL’s liquidation (the "Maturity Date").

Key details

• The Sponsor may elect at any time on or prior to the Maturity Date to convert any amounts outstanding under the Note into units at a conversion price of $7.00 per unit.
• Each unit consists of one ordinary share and one-half of one redeemable warrant; each whole warrant entitles the holder to purchase one Class A ordinary share. Terms of converted units will be identical to the private placement units sold with COPL’s initial public offering that closed May 2, 2025.
• The Note bears no interest. If COPL does not consummate a business combination, the Note will be repaid only from amounts remaining outside COPL’s trust account, if any.
• The Note replaces and restates the Existing Note (dated Jun 12, 2025); obligations under the Existing Note remain payable under the terms of the Note. Proceeds will be used for working capital.

Why it may matter This filing reports Item 1.01 (entry into a material definitive agreement) and Item 2.03 (creation of a direct financial obligation) related to the amended and restated convertible promissory note between COPL and Copley Acquisition Sponsors LLC. This filing does not show why the insider traded or why the company acted.