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CORRESP
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 April 14, 2025

 BY EDGAR

 United States Securities and Exchange Commission Division
of Corporation Finance Office of Real Estate & Construction
 100 F Street, NE Washington, DC 20549

 Re:
 Copley Acquisition Corp

 Amendment No. 3 to Registration
 Statement on Form S-1

 Filed April 1, 2025

 File No. 333-283972

 Ladies and Gentlemen:

 On behalf of our client, Copley Acquisition Corp (the " Company "), we are writing to submit the Company's response to the comments of the staff (the " Staff ") of the Division of Corporation Finance of the United States Securities and Exchange
 Commission (the " Commission ") set forth in its letter, dated April 11, 2025, relating to the Company's Amendment No. 3 to Registration Statement on Form S-1 filed via EDGAR on April 1, 2025.

 The Company is concurrently filing via EDGAR Amendment No. 4 to the Registration Statement on Form S-1 (" Amendment No. 4 "), which reflects the Company's response to the comments received by the Staff and certain updated information.

 We have set forth below the comments in the Staff's letter, in bold, and the Company's responses thereto.

 Amendment No. 3 to Registration Statement on Form S-1 filed April 1, 2025

 Cover Page

 1.
 Regarding your new disclosures about the non-managing sponsor investors, we note that the governing documents do not contain the provision requiring the separate consent of a majority of non-managing sponsor investor holders to approve any forfeiture of the indirectly held founder shares. In addition, we note that the governing documents do not contain the provision requiring the separate consent of a majority
 of non-managing sponsor investor holders to approve any forfeiture or any transfer or exchange of the indirectly held placement units. Please reconcile. Please also address whether such approvals, if withheld, may impact your ability to complete a business combination. Revise similar disclosures where they appear throughout the prospectus.

 Response : The Company acknowledges
the Staff's comment and respectfully advises the Staff that the consent rights referred to by the Staff in its comment #1 are set
forth in the sponsor's operating agreement, to which the managing member of the sponsor and the non-managing sponsor investors are
parties thereto. The sponsor's operating agreement limits the sponsor's ability to unilaterally forfeit securities indirectly
held by the non-managing sponsor investors without their consent. As disclosed in Amendment No. 4 and the Company's prior filings
with the Commission, pursuant to the governing documents of the sponsor, the management and control of the sponsor is vested exclusively
with the managing member, Tok Li, without any voting rights by any members regardless of their respective ownership interests. The non-managing
sponsor investors will not be granted any shareholder or other rights in addition to those afforded to the Company's other public
shareholders, and will only be issued membership interests in the sponsor, with no right to control the sponsor or vote or dispose of
any securities held by the sponsor. As a result of holding membership interests in the sponsor, rather than directly holding private placement
units or founder shares, there is no need or requirement to subject the Company to consent rights that already apply to the sponsor and
its managing member with respect to securities held by the sponsor. Notwithstanding the foregoing, the Company has revised the cover page
and pages 26, 28, 72, 177, and 182 of Amendment No. 4 to enhance its disclosure regarding the consent rights provided to the non-managing
sponsor investors through the sponsor's operating agreement.

 If you have any questions, please feel free to contact me at (713) 651-2678. Thank
 you for your cooperation and prompt attention to this matter.

 Sincerely,

 /s/ Michael J. Blankenship

 Michael J. Blankenship

 cc:
 Francis C.Y. Ng, Copley Acquisition Corp