SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Li Tok

(Last)

(First)

(Middle)

CO/ COPLEY ACQUISITION CORP SUITE

4005-4006, 40/F, ONE EXCHANGE SQUARE

(Street)

8 CONNAUGHT PLACE, CENTRAL,

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Copley Acquisition Corp [ COPL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
05/02/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Ordinary Shares	05/02/2025		P		555,893	A	⁽¹⁾	6,305,893⁽²⁾	I	See footnote⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Private Placement Warrants	⁽⁴⁾	05/02/2025		P		277,946		⁽⁴⁾	⁽⁵⁾	Class A Ordinary Shares	277,946	⁽¹⁾	277,946	I	See footnote⁽³⁾

Explanation of Responses:

1. Simultaneously with the consummation of Copley Acquisition Corp's (the "Issuer") initial public offering, Copley Acquisition Sponsors LLC (the "Sponsor") purchased 555,893 Private Placement Units, comprised of (i) one Class A ordinary share and (ii) one-half of one redeemable warrant, at a price of $10.00 per placement unit for the first 67,500 placement units purchased and at a price of $7.00 for each additional placement unit, or $4,093,751 in the aggregate.

2. Includes (i) 555,893 Class A shares underlying the Private Placement Units and (ii) 5,750,000 Class A ordinary shares that shall be issued at the time of the Issuer's initial business combination. The Class B ordinary shares beneficially owned by the Reporting Person include 750,000 Class B ordinary shares subject to forfeiture to the Issuer depending on the extent to which the underwriters' over-allotment option is exercised in connection with the Issuer's initial public offering of units, as described in the Registration Statement.

3. The Class A Ordinary Shares and Private Placement Warrants are held directly by the Sponsor. Tok Li is the sole managing member of the Sponsor and has sole voting and investment discretion with respect to the Class A Ordinary Shares and Private Placement Warrants held of record by the Sponsor. Tok Li disclaims any beneficial ownership of any Class A ordinary shares or Private Placement Warrants held by the Sponsor except to the extent of his respective pecuniary interest therein.

4. The Private Placement Warrants will become exercisable 30 days after the completion of the Issuer's initial business combination. The exercise price of the Private Placement Warrants is $11.50 per Class A ordinary share.

5. If the Issuer is unable to complete its initial business combination within the completion window, the Private Placement Warrants will expire worthless.

	/s/ Tok Li	05/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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