Opening the filing
8-K
As previously disclosed, on June 10, 2026, Copley Acquisition Corp, a Cayman Islands exempted company (“ Copley ” or “ SPAC ”), entered into a Business Combination Agreement (the “ Business Combination Agreement ”) with Ignite Proteomics, LLC, a Delaware limited liability company “ Ignite ” or the “ Company ”), Ignite Proteomics Holdings, Inc., a Delaware corporation (“ Pubco ”), Ignite Merger Sub I Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“ SPAC Merger Sub ”), and Ignite Merger Sub II LLC, a Delaware limited liability company and a wholly-owned subsidiary of Pubco (“ Company Merger Sub ” and together with SPAC Merger Sub, the “ Merger Subs ”, and the Merger Subs collectively with Pubco and SPAC, the “ SPAC Parties ”), Jeffrey M. Busch, solely in his capacity as the Seller Representative, and Chibo Tang, solely in his capacity as the SPAC Representative.
Termination of Business Combination Agreement
On October 9, 2026, the parties to the Business Combination Agreement entered into a Mutual Termination of Business Combination Agreement (the “ Termination Agreement ”), pursuant to which Copley and the Company mutually agreed to terminate the Business Combination Agreement pursuant to Section 8.1(a) thereof, effective immediately.
As a result of the Termination Agreement, no party has any further rights, remedies, liabilities or obligations under the Business Combination Agreement, except that Sections 6.14, 6.15, 8.2 and 9.1 and Article X thereof survive. Each Ancillary Document (as defined in the Business Combination Agreement), including the Seller Support Agreements, the Insider Letter Amendment and the Lock-Up Agreements, automatically terminated concurrently with the Business Combination Agreement. The Termination Agreement also provides that each party will bear its own expenses and contains mutual releases of claims relating to the Business Combination Agreement and the transactions contemplated thereby, other than claims under the Termination Agreement.
Copley intends to continue to pursue a business combination. Copley currently has until November 2, 2026, to consummate a business combination, subject to extension in accordance with its organizational documents.
The foregoing description of the Business Combination Agreement and the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the full text of the Business Combination Agreement, which was previously filed as Exhibit 2.1 to the Current Report on Form 8-K with the U.S. Securities and Exchange Commission by Copley on June 11, 2026, and the full text of the Termination Agreement, which is attached hereto as Exhibit 10.1, each of which is incorporated by reference herein.
Forward-Looking Statements