Announcement • Jun 12
Ignite Proteomics LLC entered into a definitive business combination agreement to acquire Copley Acquisition Corp (NYSE:COPL) from Copley Acquisition Sponsors, LLC and others for approximately $160 million in a reverse merger transaction. Ignite Proteomics LLC entered into a definitive business combination agreement to acquire Copley Acquisition Corp (NYSE:COPL) from Copley Acquisition Sponsors, LLC and others for approximately $160 million in a reverse merger transaction on June 10, 2026. The aggregate consideration to be paid to holders of Ignite’s membership interests as of the Effective Time (collectively, the “ Sellers ”) pursuant to the Company Merger shall consist of a number of newly issued shares of Pubco Common Stock equal to One Hundred and Fifty Million U.S. Dollars ($150,000,000) divided by Ten U.S. Dollars ($10.00) (the “ Merger Consideration ”). The transaction implies an enterprise value of $150 million for Ignite Proteomics. Upon completion, Ignite will merge with a subsidiary of a newly formed public company, Ignite Proteomics Holdings, Inc. ("Pubco"), and will become a wholly-owned subsidiary of Pubco. Copley Acquisition Corp. will also merge into a subsidiary of Pubco, with Pubco becoming the new publicly traded entity.
The Parties shall take all necessary action, including causing the directors of the Pubco to resign, so that effective as of the Closing, Pubco’s board of directors (the “ Post-Closing Pubco Board ”) will consist of seven (7) individuals. Immediately after the Closing, the Parties shall take all necessary action to designate and appoint to the Post-Closing Pubco Board those persons designated by the Company prior to the Closing (the “ Company Directors ”), at least four (4) of whom shall be required to qualify as an independent director under NYSE rules and one (1) of whom shall be the chief executive officer of the Company.
The obligations of the parties to consummate the Transactions are subject to various conditions, including the following mutual conditions of the parties, unless waived: (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of each of Copley’s shareholders and Ignite’s members; (ii) the expiration or termination of any waiting period applicable to the consummation of the Business Combination Agreement under any antitrust laws; (iii) obtaining material regulatory approvals; (iv) obtaining or making the Consents required to be obtained from or made with third Persons; (v) no law or order preventing or prohibiting the Transactions; (vi) appointment of the Post-Closing Pubco Board consistent with the requirements of the Business Combination Agreement; (vii) the effectiveness of the Registration Statement; (viii) the Conversion shall have been consummated; (ix) Pubco shall have amended and restated its certificate of incorporation in a form satisfactory to Copley and Ignite; (x) shares of Pubco Common Stock and Pubco Public Warrants shall have been approved for listing on the NYSE upon the Closing. The transaction has been approved by the board of directors of Copley Acquisition and Ignite Proteomics.
Clear Street LLC is acting as the financial advisor to Copley. Mike Blankenship of Winston Taylor LLP is acting as legal counsel to Copley. Ladenburg Thalmann & Co. Inc. is acting as the financial advisor to Ignite Proteomics. Louis Lombardo of Meister Seelig & Schuster PLLC is acting as legal counsel to Ignite Proteomics. Announcement • May 17
Copley Acquisition Corp announced delayed 10-Q filing On 05/15/2026, Copley Acquisition Corp announced that they will be unable to file their next 10-Q by the deadline required by the SEC. New Risk • Apr 02
New major risk - Financial data availability The company's latest financial reports are more than a year old. Last reported fiscal period ended December 2024. This is considered a major risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. In the worst case scenario, it may be facing other major going concern issues jeopardizing its viability as a listed company. Currently, the following risks have been identified for the company: Major Risks Latest financial reports are more than 1 year old (reported December 2024 fiscal period end). Negative equity (-US$44k). Revenue is less than US$1m. 
