Copley Acquisition Corp-A 2025年度报告

☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember31, 2025 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number:001-42622 Copley Acquisition Corp(Exact name of registrant as specified in its charter) Cayman Islands*N/A(State or Other Jurisdiction of(I.R.S. Employer Suite 4005-4006, 40/F, One Exchange Square8 Connaught Place, Central, Hong KongN/A(Address of principal executive offices)(Zip Code) +852 2861 3335(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 month (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorterperiod that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or asmaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☒No☐ As of June30, 2025, the aggregate market value of the Registrant’s ordinary shares held by non-affiliates of the Registrantwas $175,096,125. As of March31, 2026, the registrant had a total of 17,978,393 Class A ordinary shares, $0.0001 par value, issued andoutstanding and 5,750,000 Class B ordinary shares, $0.0001 par value, issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Copley Acquisition Corp Annual Report on Form 10-K for the Fiscal Year Ended December31, 2025 TABLE OF CONTENTS PagePART I1Item 1. Business.1Item 1A. Risk Factors.18Item 1B. Unresolved Staff Comments.18Item 1C. Cybersecurity.18Item 2. Properties.19Item 3. Legal Proceedings.19Item 4. Mine Safety Disclosures.19PART II20Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.20Item 6. [Reserved]20Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.21Item 7A. Quantitative and Qualitative Disclosures about Market Risk.25Item 8. Financial Statements and Supplementary Data.25Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.25Item 9A. Controls and Procedures.25Item 9B. Other Information.26Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.26PART III27Item 10. Directors, Executive Officers and Corporate Governance.27Number and Terms of Office of Officers and Directors31Committees of the Board of Directors32Item 11. Executive Compensation.39Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.40Item 13. Certain Relationships and Related Transactions, and Director Independence.41Item 14. Principal Accountant Fees and Services.42PART IV43Item 15. Exhibit and Financial Statement Schedules.43Item 16. Form 10-K Summary.44 FORWARD LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section27A of the SecuritiesAct of 1933, or the Securities Act, and Sectio