Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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COPLEY ACQUISITION CORP (Name of Issuer) |
Class A Ordinary Shares, par value $0.0001 per share (Title of Class of Securities) |
G24243100 (CUSIP Number) |
06/30/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | G24243100 |
| 1 | Names of Reporting Persons
Copley Acquisition Sponsors, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,305,893.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
26.57 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The 6,305,893 shares reported on Rows 5, 7 and 9 represent Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of Copley Acquisition Corp (the "Issuer") held by Copley Acquisition Sponsors, LLC (the "Sponsor") consisting of: (i) 555,893 Class A Ordinary Shares issued to the Sponsor at the closing of the Issuer's initial public offering and the full exercise of the underwriters' over-allotment option as part of private placement units purchased by the Sponsor, and (ii) 5,750,000 Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), held by the Sponsor, which are automatically convertible into Class A Ordinary Shares upon consummation of the Issuer's initial business combination ("Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities -- Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-283972). The Sponsor is the record holder of the Class B Ordinary Shares reported herein and has sole voting and dispositive power with respect to those Class B Ordinary Shares. Tok Li is the sole managing member of the Sponsor and has voting and dispositive power with respect to the securities held of record by the Sponsor. The 6,305,893 shares referred to in Rows 5, 7 and 9 exclude 277,946 Class A Ordinary Shares that may be purchased by exercising warrants that were issued to the Sponsor in a private placement and that are not exercisable within 60 days. The percentage in Row 11 is based on the aggregate total issued and outstanding ordinary shares of the Issuer, which include 17,978,393 Class A Ordinary Shares issued and outstanding and 5,750,000 Class B Ordinary Shares issued and outstanding as of November 12, 2025.
SCHEDULE 13G
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| CUSIP No. | G24243100 |
| 1 | Names of Reporting Persons
Tok Li | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
HONG KONG
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,305,893.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.57 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The 6,305,893 shares reported on Rows 5, 7 and 9 represent Class A ordinary shares, par value $0.0001 per share ("Class A Ordinary Shares") of Copley Acquisition Corp (the "Issuer") held by Copley Acquisition Sponsors, LLC (the "Sponsor") consisting of: (i) 555,893 Class A Ordinary Shares issued to the Sponsor at the closing of the Issuer's initial public offering and the full exercise of the underwriters' over-allotment option as part of private placement units purchased by the Sponsor, and (ii) 5,750,000 Class B ordinary shares, par value $0.0001 per share (the "Class B Ordinary Shares"), held by the Sponsor, which are automatically convertible into Class A Ordinary Shares upon consummation of the Issuer's initial business combination ("Business Combination") and may be converted at any time prior to the Business Combination at the option of the holder, on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities -- Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-283972). The Sponsor is the record holder of the Class B Ordinary Shares reported herein and has sole voting and dispositive power with respect to those Class B Ordinary Shares. Tok Li is the sole managing member of the Sponsor and has voting and dispositive power with respect to the securities held of record by the Sponsor. The 6,305,893 shares referred to in Rows 5, 7 and 9 exclude 277,946 Class A Ordinary Shares that may be purchased by exercising warrants that were issued to the Sponsor in a private placement and that are not exercisable within 60 days. The percentage in Row 11 is based on the aggregate total issued and outstanding ordinary shares of the Issuer, which include 17,978,393 Class A Ordinary Shares issued and outstanding and 5,750,000 Class B Ordinary Shares issued and outstanding as of November 12, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
COPLEY ACQUISITION CORP | |
| (b) | Address of issuer's principal executive offices:
Suite 4005-4006, 40/F, One Exchange Square 8 Connaught Place, Central, Hong Kong | |
| Item 2. | ||
| (a) | Name of person filing:
Copley Acquisition Sponsors, LLC and Tok Li (collectively, the "Reporting Persons") | |
| (b) | Address or principal business office or, if none, residence:
Suite 4005-4006, 40/F, One Exchange Square 8 Connaught Place, Central, Hong Kong. | |
| (c) | Citizenship:
Copley Acquisition Sponsors, LLC is a limited liability company formed in Delaware. Tok Li is a citizen of Hong Kong. | |
| (d) | Title of class of securities:
Class A Ordinary Shares, par value $0.0001 per share | |
| (e) | CUSIP No.:
G24243100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of November 12, 2025, the Reporting Persons may be deemed to beneficially own 6,305,893 ordinary shares of the Issuer, consisting of (i) 555,893 Class A Ordinary Shares issued to the Reporting Persons in connection with the private placement units purchased at the closing of the Issuer's initial public offering and the full exercise of the underwriters' over-allotment option and (ii) 5,750,000 Class B Ordinary Shares of the Issuer, which are convertible into Class A Ordinary Shares on a one-for-one basis upon consummation of the Business Combination or earlier at the option of the holder. The Sponsor is the record holder of the securities reported herein Tok Li is the sole managing member of the Sponsor and has voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed the beneficial owner of the securities held by the Sponsor. This Statement shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) and 13(g), beneficial owners of any securities covered by this Statement. | |
| (b) | Percent of class:
The 6,305,893 ordinary shares of the Issuer owned by the Reporting Persons constitute 26.57% of the aggregate total number of issued and outstanding ordinary shares of the Issuer, which include 17,978,393 Class A Ordinary Shares issued and outstanding and 5,750,000 Class B Ordinary Shares outstanding as of November 12, 2025. The Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares with or immediately following the Business Combination and may be converted at any time prior to the Issuer's initial business combination at the option of the holder, on a one-for-one basis, subject to certain adjustments, as more fully described under the heading "Description of Securities -- Founder Shares" in the Issuer's Registration Statement on Form S-1 (File No. 333-283972). %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
Copley Acquisition Sponsors, LLC: 6,305,893 Tok Li: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Copley Acquisition Sponsors, LLC: 0 Tok Li: 6,305,893 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Copley Acquisition Sponsors, LLC: 6,305,893 Tok Li: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Copley Acquisition Sponsors, LLC: 0 Tok Li: 6,305,893 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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