Copley Acquisition Corp-A 2026年季度报告

FORM 10-Q (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 or ☐TRANSITION REPORT PURSUANT TO 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 IslandsN/A(State or other jurisdiction of(I.R.S. Employer Suite 4005-4006, 40/F, One Exchange Square8 Connaught Place, Central, Hong Kong (Address of principal executive offices, including zip code)+852 2861 3335(Registrant’s telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (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 be submittedpursuant to Rule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ Accelerated filer☐Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).☒Yes☐No As of May20, 2026, the registrant had a total of 17,978,393 Class A ordinary shares, $0.0001 par value, issued and outstanding and5,750,000 Class B ordinary shares, $0.001 par value, issued and outstanding. COPLEY ACQUISITION CORP INDEX TO FORM 10-Q PAGEPART I - FINANCIAL INFORMATION1Item 1. Financial Statements1Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations23Item 3. Quantitative and Qualitative Disclosures About Market Risk28Item 4. Controls and Procedures28PART II - OTHER INFORMATION29Item 1. Legal Proceedings29Item 1A. Risk Factors29Item 2. Unregistered Sales of Equity Securities and Use of Proceeds29Item 3. Defaults Upon Senior Securities29Item 4. Mine Safety Disclosure29Item 5. Other Information29Item 6. Exhibits30Signatures31i CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section21E of theSecurities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. All statements contained in thisQuarterly Report on Form 10-Q other than statements of historical facts, including statements regarding our future results ofoperations and financial position, our business strategy and plans and our objectives for future operations, are forward-lookingstatements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect” and similar expressions areintended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectationsand projections about future events and financial trends that we believe may affect our financial condition, results of operations,business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statementsare subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” of our Prospectus datedApril 30, 2025 and in any subsequent filing we make with the SEC, as well as in any documents incorporated by reference thatdescribe risks and factors that could cause results to differ materially from those projected in these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possiblefor our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, orcombination of factors, may cause actual results to differ materially from those contained in any forward-