Copley Acquisition Corp. Files for IPO

TL;DR

SPAC Copley Acquisition Corp. files S-1 for IPO, looking for a merger target.

AI Summary

Copley Acquisition Corp. filed an S-1 registration statement on December 20, 2024, for an initial public offering. The company, incorporated in the Cayman Islands, is a special purpose acquisition company (SPAC) aiming to merge with or acquire a target business. Its principal executive offices are located in Hong Kong.

Why It Matters

This S-1 filing indicates Copley Acquisition Corp. is preparing to go public, which could lead to a future acquisition or merger with another company, impacting that target's industry and investors.

Risk Assessment

Risk Level: medium — As a SPAC, Copley Acquisition Corp. has no operating history or revenue, and its success depends entirely on identifying and completing a suitable business combination.

Key Numbers

• 333-283972 — SEC File Number (Registration number for the S-1 filing.)

Key Players & Entities

• Copley Acquisition Corp (company) — Registrant
• 0001829126-24-008456 (filing_id) — Accession Number
• December 20, 2024 (date) — Filing Date
• Cayman Islands (jurisdiction) — State of Incorporation
• Hong Kong (location) — Principal Executive Offices
• Cogency Global Inc. (company) — Agent for Service
• Winston & Strawn LLP (company) — Legal Counsel

FAQ

Key Financial Figures

• $150,000,000 — O COMPLETION, DATED DECEMBER 20, 2024 $150,000,000 Copley Acquisition Corp 15,000,000
• $10.00 — ies. Each unit has an offering price of $10.00 and consists of one of our Class A ordi
• $11.50 — ne Class A ordinary share at a price of $11.50 per share, subject to adjustment as pro
• $100,000 — interest (less taxes payable and up to $100,000 of interest to pay dissolution expenses
• $0.004 — interests at a nominal purchase price ($0.004) to the non-managing sponsor member ref
• $25,000 — s B ordinary shares for an aggregate of $25,000, 750,000 of which are subject to forfei
• $700,000 — n of this offering, we will repay up to $700,000 in loans made to us by our sponsor to c
• $3,450,000 — e size of this proposed offering, up to $3,450,000 in extension loans (assuming the underw
• $0.15 — $ 6,750,000 $ 143,250,000 (1) $0.15 per unit, or $2,250,000 in the aggregat
• $2,250,000 — 143,250,000 (1) $0.15 per unit, or $2,250,000 in the aggregate (or up to $2,587,500 i
• $2,587,500 — r $2,250,000 in the aggregate (or up to $2,587,500 if the overallotment option is exercise
• $0.30 — closing of this offering. In addition, $0.30 per unit sold in the offering, or $4,50
• $4,500,000 — $0.30 per unit sold in the offering, or $4,500,000 in the aggregate (or up to $5,175,000 i
• $5,175,000 — r $4,500,000 in the aggregate (or up to $5,175,000 if the overallotment option is exercise
• $150,750,000 — ent units described in this prospectus, $150,750,000 or $173,362,500 if the underwriters' ov

Filing Documents

• copleyacq_s1.htm (S-1) — 2057KB
• copleyacq_ex3-1.htm (EX-3.1) — 287KB
• copleyacq_ex4-4.htm (EX-4.4) — 132KB
• copleyacq_ex10-1.htm (EX-10.1) — 21KB
• copleyacq_ex10-5.htm (EX-10.5) — 46KB
• copleyacq_ex23-1.htm (EX-23.1) — 3KB
• copleyacq_ex99-4.htm (EX-99.4) — 4KB
• copleyacq_ex99-5.htm (EX-99.5) — 6KB
• copleyacq_ex107.htm (EX-FILING FEES) — 22KB
• 0001829126-24-008456.txt ( ) — 2579KB

Underwriting

Underwriting Discounts and Commissions (1) Proceeds, Before Expenses, to Us Per Unit $ 10.00 $ 0.45 $ 9.55 Total $ 150,000,000 $ 6,750,000 $ 143,250,000 (1) $0.15 per unit, or $2,250,000 in the aggregate (or up to $2,587,500 if the overallotment option is exercised in full), is payable upon the closing of this offering. In addition, $0.30 per unit sold in the offering, or $4,500,000 in the aggregate (or up to $5,175,000 if the overallotment option is exercised in full), is payable to the underwriter for deferred underwriting commissions to be placed in a trust account located in the United States as described herein and released to the underwriter only upon the completion of an initial business combination. If no business combination is consummated, such deferred commissions will be forfeited by the underwriters. The underwriters will not be entitled to any interest accrued on the deferred commissions. The deferred commissions will be released to Clear Street for its own account concurrently with completion of an initial business combination in the amounts set forth above, as described in this prospectus. Does not include certain fees and expenses payable (or securities issuable) to the underwriter in connection with this offering. In addition, we have agreed to issue to Clear Street, the representative of the underwriters, or its designee an aggregate of 150,000 Class A ordinary shares (or up to 172,500 Class A ordinary shares if the underwriters' over-allotment option is exercised in full), which we refer to herein as the "representative shares", as part of representative compensation, which will be issued upon the consummation of this offering. See also "Underwriting" for a description of underwriting compensation and other items of value payable to the underwriter. Of the proceeds we receive from this offering and the sale of the placement units described in this prospectus, $150,750,000 or $173,362,500 if the underwriters' over-allo

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