SecProbe.io

CORRESP
 1
 filename1.htm

 April
28, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re: Copley Acquisition
Corp

 Registration
Statement on Form S-1

 File
No. 333-283972

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the "Securities Act"), the undersigned, as representative
of the underwriters for the proposed public offering of units of Copley Acquisition Corp (the "Company") pursuant to the
above-referenced Registration Statement, hereby joins in the request of the Company for acceleration of the effective date of the above-referenced
Registration Statement so that it becomes effective at 4:00 p.m., Eastern Time, on Wednesday, April 30, 2025, or as soon as possible
thereafter.

 Pursuant
to Rule 460 of the General Rules and Regulations under the Securities Act, the undersigned advises you that there will be distributed
to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the
proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended, in connection with the above-referenced proposed offering.

 [Signature
Page Follows]

 Very
truly yours,

 CLEAR
STREET LLC,

 By:
 /s/
 Ryan Gerety

 Name:
 Ryan
 Gerety

 Title:
 Managing
 Director

 [Signature
Page to Acceleration Request Letter]

CORRESP
 1
 filename1.htm

 COPLEY ACQUISITION CORP

 Suite 4005-4006, 40/F, One Exchange Square

 8 Connaught Place, Central, Hong Kong

 April 28, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention: Benjamin Holt and Pam Long

 RE: Copley Acquisition Corp

 Registration Statement on Form S-1, as amended

 Filed on April 23, 2025

 File No. 333-283972

 Dear Mr. Holt and Ms. Long,

 Pursuant to Rule 461 of the rules and regulations promulgated under
the Securities Act of 1933, as amended, Copley Acquisition Corp respectfully requests that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m. Washington D.C. time on April 30, 2025, or as
soon thereafter as practicable.

 Please call Michael Blankenship of Winston & Strawn LLP at (713)
651-2678 to provide notice of the effectiveness of the Registration Statement.

 [ Signature Page Follows ]

 Very truly yours,

 Copley Acquisition Corp

 By:
 /s/ Francis Chi Yin Ng

 Name:
 Francis Chi Yin Ng

 Tite:
 Co-Chief Executive Officer

 cc: Michael Blankenship, Winston & Strawn LLP

CORRESP
 1
 filename1.htm

 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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 11, 2025

Francis Chi Yin Ng
Co-Chief Executive Officer and Director
Copley Acquisition Corp
Suite 4005-4006, 40/F, One Exchange Square
8 Connaught Place, Central, Hong Kong

 Re: Copley Acquisition Corp
 Amendment No. 3 to Registration Statement on Form S-1
 Filed April 1, 2025
 File No. 333-283972
Dear Francis Chi Yin Ng:

 We have reviewed your amended registration statement and have the
following
comment.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

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.
 April 11, 2025
Page 2

 Please contact Frank Knapp at 202-551-3805 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters.
Please contact Benjamin Holt at 202-551-6614 or Pam Long at 202-551-3765 with
any other
questions.

 Sincerely,

 Division of Corporation
Finance
 Office of Real Estate &
Construction
cc: Michael Blankenship
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 31, 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. 2 to Registration Statement on Form S-1

 Filed February 18, 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 March 3, 2025, relating to the Company's Amendment No. 2 to Registration Statement on Form S-1 filed via EDGAR on February 18, 2025.

 The Company is concurrently filing via EDGAR Amendment No. 3 to the Registration Statement on Form S-1 (" Amendment No. 3 "), 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. 2 to Registration Statement on Form S-1 filed February 18, 2025

 Proposed Business

 Sponsor Information, page 123

 1.
 We note your response to prior comment 6 and reissue. Please revise the tables on pages 16 and 126-127 to disclose the lock-up agreement between you, the sponsor, and your directors and officers, on the one hand, and Clear Street, on the other, as you describe on page 207 under "Lock-up."

 Response : The Company acknowledges the Staff's comment and advises the Staff that it has revised the tables on pages 16, 129 through 131, and pages 213 and 214 of Amendment No. 3 accordingly. The Company notes to the Staff that there is no lock-up agreement between the Company, the sponsor and the Company's directors and officers on one hand and Clear Street on the other. The lockup terms are pursuant to the letter agreement to be entered into by and among the Company and its sponsor, directors and officers.

 Index to Financial Statements, page F-1

 2.
 Please update to include audited December 31, 2024 financial statements pursuant to Regulation S-X Rule 8-08(b).

 Response : The Company acknowledges the Staff's comment and advises the Staff that it has revised Amendment No. 3 accordingly.

 Exhibits

 3.
 Please have counsel date and sign the legal opinion filed as Exhibit 5.1. Refer to Section II.A.2 of Staff Legal Bulletin No. 19 and Item 601(b)(5) of Regulation S-K.

 Response : The Company acknowledges the Staff's comment and advises the Staff that it has filed the dated and signed legal opinion as Exhibit 5.1 to Amendment No. 3.

 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

March 3, 2025
Francis Chi Yin Ng
Co-Chief Executive Officer and Director
Copley Acquisition Corp
Suite 4005-4006, 40/F, One Exchange Square
8 Connaught Place, Central, Hong Kong
Re:Copley Acquisition Corp
Amendment No. 2 to Registration Statement on Form S-1
Filed February 18, 2025
File No. 333-283972
Dear Francis Chi Yin Ng:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our February 12, 2025 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed February 18, 2025
Proposed Business
Sponsor Information, page 123
1.We note your response to prior comment 6 and reissue. Please revise the tables on
pages 16 and 126-127 to disclose the lock-up agreement between you, the sponsor,
and your directors and officers, on the one hand, and Clear Street, on the other, as you
describe on page 207 under "Lock-up."
Index to Financial Statements, page F-1
2.Please update to include audited December 31, 2024 financial statements pursuant to
Regulation S-X Rule 8-08(b).

March 3, 2025
Page 2
Exhibits
3.Please have counsel date and sign the legal opinion filed as Exhibit 5.1. Refer to
Section II.A.2 of Staff Legal Bulletin No. 19 and Item 601(b)(5) of Regulation S-K.
            Please contact Frank Knapp at 202-551-3805 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Holt at 202-551-6614 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Michael Blankenship

CORRESP
1
filename1.htm

February 18, 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
        Registration Statement on Form S-1/A

        Filed February 3, 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 February 12, 2025, relating to the
Company’s Amendment No. 1 to Registration Statement on Form S-1 filed via EDGAR on February 3, 2025.

The Company is concurrently filing via EDGAR Amendment No. 2 to Registration Statement on Form S-1 (“Amendment No. 2”), 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. 1 to Registration Statement on Form S-1 filed February 3, 2025

Cover Page

    1.
    We note your response to prior comment 2. As previously requested, please disclose the location of your auditor’s headquarters on the cover page.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised the cover page of Amendment No. 2 accordingly.

    2.
    We note your response to prior comment 3. Please revise to include the substance of your response on the cover page of the prospectus.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it has revised the cover page of Amendment No. 2 accordingly.

    3.
    We note your response to prior comment 5. Please also address whether the issuance of additional Class B shares upon a change in the size of the offering may result in material dilution to shareholders. Please see Item 1602(a)(3) of Regulation S-K. Please also include disclosure regarding the issuance of additional Class B shares upon a change in the size of the offering in the tables depicting compensation and securities issuable to the sponsor on pages 12 and 121, and outside of the tables, discuss the extent to which such issuances may result in material dilution to shareholders. Please see Item 1602(b)(6) of Regulation S-K.

Response: The Company acknowledges the Staff’s comment and
advises the Staff that it has revised the cover page, as well as pages 13, 15, 23, 26, 69, 114, 124, 125, 166, 168, 172 and 181 of Amendment
No. 2 accordingly.

Summary, page 1

    4.
    We note your responses to prior comments 7 and 21. Please revise to include the substance of your response to prior comment 7 in the summary. Also revise to address any impact PRC law or regulation may have on the cash flows associated with the business combination, including shareholder redemption rights.

Response: The Company
acknowledges the Staff’s comment and advises the Staff that it has revised page 11 of Amendment No. 2 accordingly.

Summary of Risk Factors, page 41

    5.
    We note your response to prior comment 13. Please revise to provide cross-references to the more detailed discussion of the risks, found elsewhere in the prospectus, that your corporate structure and being based in China poses to investors.

Response: The Company
acknowledges the Staff’s comment and advises the Staff that it has revised page 45 of Amendment No. 2 accordingly, as well as
revised page 11 of Amendment No. 2 to add an additional cross-reference. The Company respectfully notes to the Staff that, as
disclosed in Amendment No. 2, with respect to the risk of government intervention due to having directors and officers located in
Hong Kong, since the Company will not undertake an initial business combination with any company being based in or having the
majority of such company’s operations in the People’s Republic of China (including Taiwan, Hong Kong, and Macau)
(“PRC”), based on the Company’s understanding of the current PRC laws and regulations, neither the Company nor its
directors and officers are required to obtain permission from the governmental agencies in China in connection with the
Company’s initial public offering, search for a target company or for an initial business combination.

Proposed Business

Sponsor Information, page 120

    6.
    We note your response to prior comment 18. Please revise the tables on pages 14 and 123-124 to disclose the lock-up agreement between you, the sponsor, and your directors and officers, on the one hand, and Clear Street, on the other.

Response: The Company
acknowledges the Staff’s comment and advises the Staff that it has revised pages 17 and  127 of Amendment No.
2 accordingly.

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

February 12, 2025
Francis Chi Yin Ng
Co-Chief Executive Officer and Director
Copley Acquisition Corp
Suite 4005-4006, 40/F, One Exchange Square
8 Connaught Place, Central, Hong Kong
Re:Copley Acquisition Corp
Amendment No. 1 to Registration Statement on Form S-1
Filed February 3, 2025
File No. 333-283972
Dear Francis Chi Yin Ng:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our January 16, 2025 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed February 3, 2025
Cover Page
1.We note your response to prior comment 2. As previously requested, please disclose
the location of your auditor’s headquarters on the cover page.
2.We note your response to prior comment 3. Please revise to include the substance of
your response on the cover page of the prospectus.
We note your response to prior comment 5. Please also address whether the issuance
of additional Class B shares upon a change in the size of the offering may result in
material dilution to shareholders. Please see Item 1602(a)(3) of Regulation S-K.
Please also include disclosure regarding the issuance of additional Class B shares
upon a change in the size of the offering in the tables depicting compensation and
securities issuable to the sponsor on pages 12 and 121, and outside of the tables, 3.

February 12, 2025
Page 2
discuss the extent to which such issuances may result in material dilution to
shareholders. Please see Item 1602(b)(6) of Regulation S-K.
Summary, page 1
4.We note your responses to prior comments 7 and 21. Please revise to include the
substance of your response to prior comment 7 in the summary. Also revise to address
any impact PRC law or regulation may have on the cash flows associated with the
business combination, including shareholder redemption rights.
Summary of Risk Factors, page 41
5.We note your response to prior comment 13. Please revise to provide cross-references
to the more detailed discussion of the the risks, found elsewhere in the prospectus, that
your corporate structure and being based in China poses to investors.
Proposed Business
Sponsor Information, page 120
6.We note your response to prior comment 18. Please revise the tables on pages 14 and
123-124 to disclose the lock-up agreement between you, the sponsor, and your
directors and officers, on the one hand, and Clear Street, on the other.
            Please contact Frank Knapp at 202-551-3805 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Holt at 202-551-6614 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Michael Blankenship

CORRESP
1
filename1.htm

January 31, 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

Registration Statement on Form S-1

Filed December 20, 2024

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 January 16, 2025, relating to the Company’s Registration Statement on Form S-1 filed via EDGAR on December 20, 2024.

The Company is concurrently filing via EDGAR Amendment No. 1 to the Registration Statement on Form S-1 (“Amendment No. 1”), 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.

Registration Statement Filed December 20, 2024

Cover Page

    1.
    Please revise cross references on your cover page to ensure that they are correct and are highlighted in prominent type. For example, in each of the sixth paragraph and the twelfth paragraph where you include a cross-reference to your risk factor, “Since our sponsor, officers and directors and any other holder of our founder shares, including our non-managing sponsor member, will lose their entire investment in us . . .,” on page 63, please revise to ensure the cross-reference is accurate as to the location of the risk factor. In the eleventh paragraph where you include cross-references to further discussion on your sponsor’s and your affiliates’ securities and compensation, please revise to highlight such cross-references by prominent type or in another manner. See Item 1602(a)(3) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised the cross references on the cover page accordingly.

    2.
    Please expand to provide prominent disclosure about the legal and operational risks associated with being based in or having the majority of the company’s operations in China (including Hong Kong and Macau). Your disclosure should make clear whether these risks could result in a material change in your operations and/or the value of the securities you are registering for sale or could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. Your disclosure should address how recent statements and regulatory actions by China’s government, such as those related to data security or antimonopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please disclose the location of your auditor’s headquarters and whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations will affect your company. Your prospectus summary should address, but not necessarily be limited to, the risks highlighted on the prospectus cover page.

Response: The Company
acknowledges the Staff’s comment and advises the Staff that it has revised the cover page and pages 9 through 11 of Amendment
No. 1 accordingly. The Company respectfully advises the Staff that it has prominently disclosed in multiple locations that it will
not search for, nor consummate an initial business combination with, a target in China (including Taiwan, Hong Kong and Macau).
Accordingly, the Company believes that it has provided sufficient disclosure with respect to a company not seeking a business
combination target in China.

    3.
    Provide a description of how cash is transferred through your organization. State whether any transfers, dividends, or distributions have been made to date between the company, or to investors, and quantify the amounts where applicable.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it is a single, Cayman Islands-incorporated entity with no subsidiaries and does not make any internal cash transfers. The Company respectfully advises the Staff that it will not search for, nor consummate an initial business combination with, a target in China (including Taiwan, Hong Kong and Macau). Accordingly, the Company does not view the description of cash transfers through its organization to be material and worthy of disclosure in Amendment No. 1.

    4.
    Please revise to state whether the cashless exercise of the placement warrants included in the placement units purchased by the sponsor at the time of the closing of the offering and upon the conversion of the working capital loans into placement units may result in a material dilution of the purchasers’ equity interests.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised the cover page of Amendment No. 1 accordingly.

    5.
    We note disclosure on page 18 that if you increase or decrease the size of the offering, you will take steps to maintain the ownership of founder shares by the sponsor at 25% of aggregate and outstanding shares at the time of the offering. Please include appropriate disclosure on the cover page regarding any securities to be issued in this regard and price to be paid for these securities, as required by Item 1602(a)(3) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised the cover page and pages 20, 66, 111, 163, 165, 169 and 178 of Amendment
No. 1 accordingly

    2

Summary, page 1

    6.
    Please revise to describe any plans to seek additional financings and how the terms of additional financings may impact unaffiliated security holders, as required by Item 1602(b)(5) of Regulation S-K. In this regard, we note various disclosures throughout your prospectus that you intend to target businesses with enterprise values that are greater than you could acquire with the net proceeds of this offering and the sale of the placement units and that you may need additional funds to: complete your business combination, including if you become obligated to redeem a significant number of public shares; fund working capital deficiencies; finance transaction costs in connection with an intended initial business combination; or cover the cost of the extension options. You also disclose that you may raise funds through the issuance additional class A and preference shares, equity-linked securities, loans, advances or other indebtedness, including pursuant to forward purchase agreements or backstop arrangements. Please revise existing disclosure or include a new section in the Summary to provide a more consolidated and comprehensive discussion.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has included a new section in the Summary on page 7 titled “Additional Financing.”

    7.
    Provide a clear description of how cash is transferred through your organization. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors.

Response: The Company acknowledges the Staff’s comment and advises the Staff that it is a single, Cayman Islands-incorporated entity with no subsidiaries and does not make any internal cash transfers. Further, the Company’s assets upon an initial public offering would be limited to cash, denominated in USD, held in its trust account and working capital account, respectively, each of which is based in the United States. The Company respectfully advises the Staff that it will not search for, nor consummate an initial business combination with, a target in China (including Taiwan, Hong Kong and Macau). Accordingly, the target company will not be subject to any PRC laws. As a result, the Company does not view the description of cash transfers through its organization nor the discussion of any foreign exchange restrictions to be material and worthy of disclosure in Amendment No. 1.

Initial Business Combination, page 6

    8.
    We note your disclosure on page 6 that you may seek shareholder approval of a charter amendment to extend the completion window beyond 30 months. Please revise to disclose whether there are any limitations on such extensions, including as to their duration or the number of times the completion window may be extended by charter amendment.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised pages 6, 34, 71 and 171 of Amendment No. 1 accordingly.

Sponsor Information, page 10

    9.
    Please expand your disclosure outside of the compensation table on page 10 to describe the extent to which the conversion of loans into placement units may result in a material dilution of the purchasers’ equity interests, including that the placement warrants may be exercised on a cashless basis. See Item 1602(b)(6) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised the cover page and page 13 of Amendment No. 1 accordingly.

    3

    10.
    As applicable, please revise the compensation table on page transfer restrictions table on page 12 to disclose whether such restrictions apply to your directors, director nominees and executive officers, as you disclose on pages 118-119.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised the tables on pages 14 and 123 of Amendment No. 1 accordingly.

    11.
    Regarding the anti-dilution rights of founder shares as discussed on page 11 and elsewhere, with respect to clause (iii) describing the subtraction of shares redeemed in connection with the business combination, please clarify whether redemptions made in connection with a charter amendment will also be subtracted in the calculation of the adjustment.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised the cover page and pages 13, 23, 122 and 172 of Amendment No. 1 accordingly.

Conflicts
of Interest, page 33

    12.
    Please expand your disclosure to also describe conflicts of interest relating to fees, reimbursements, or cash payments to your sponsor, officers or directors, or any of their respective affiliates for services rendered to you prior to or in connection with the completion of your initial business combination, as referenced on page 32, including the repayment of an aggregate of up to $700,000 in loans and the reimbursement for any out-of-pocket expenses. See Item 1602(b)(7) of Regulation S-K.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised page 36 of Amendment No. 1 accordingly.

Summary of Risk Factors, page 38

    13.
    In your summary of risk factors, disclose the risks that your corporate structure and being based in China poses to investors. In particular, describe the significant regulatory, liquidity, and enforcement risks with cross-references to the more detailed discussion of these risks in the prospectus. For example, specifically discuss risks arising from the legal system in China, including risks and uncertainties regarding the enforcement of laws and that rules and regulations in China can change quickly with little advance notice; and the risk that the Chinese government may intervene or influence your operations at any time, or may exert more control over offerings conducted overseas and/or foreign investment in China-based issuers, which could result in a material change in your operations and/or the value of the securities you are registering for sale. Acknowledge any risks that any actions by the Chinese government to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China-based issuers could significantly limit or completely hinder your ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised page 42 of Amendment No. 1 accordingly.

    14.
    Please expand your second summary risk factor to specifically highlight that you may not need any public shares in addition to the founder shares and placement shares to be voted in favor of the initial business combination in order to approve the transaction, as you explain elsewhere in your prospectus.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has revised pages 41 and 44 of Amendment No. 1 accordingly.

    4

Risk Factors, page 41

    15.
    In light of recent events indicating greater oversight by the Cyberspace Administration of China (CAC) over data security, particularly for companies seeking to list on a foreign exchange, please revise your disclosure to explain how this oversight impacts your search for a target company and your offering and to what extent you believe that you are compliant with the regulations or policies that have been issued by the CAC to date.

Response: The Company acknowledges
the Staff’s comment and advises the Staff that it has addressed the impact in its risk factor titled “Since our directors
and officers are based in or have significant ties to the PRC, the Chinese government may have potential oversight and discretion over
the conduct of our directors’ and officers’ search for a target company. The Chinese government may intervene or influence
our operations at any time through our directors and officers who are based in or have significant ties to the PRC, which could result
in a material change in our search for a target business and/or the value of the securities we are offering. Changes in the policies,
regulations, rules, and the enforcement of laws of the PRC government may be adopted quickly with little advance notice and could have
a significant impact upon our ability to operate” on page 85 of Amendment No. 1. The Company respectfully advises the Staff
that these risks will not be applicable to the ultimate public company resulting from the Company’s initial business combination,
as the Company will not be searching for a target that operates in China (including Hong Kong, Taiwan and Macau).

We may issue additional Class A ordinary or preference shares . . ., page 74

    16.
    We note your disclosure that you may issue additional ordinary or preference shares to complete your initial business combination. Please expand your disclosures to clearly disclose any additional impact to you and investors, including that the arrangements result in costs particular to the de-SPAC process that would not be anticipated in a traditional IPO. If true, disclose that the terms of securities issuances may be intended to ensure a return on investment to the investor in return for funds facilitating the sponsor’s completion of the business combination or providing sufficient liquidity.

Response: The Company
acknowledges the Staff’s comment and advises the Staff that it believes the risks noted by the Staff in its Comment #16 is
best addressed in the Company’s risk factor titled “We may issue our shares to investors in connection with our
initial business combination at a price that is less than the prevailing market price of our shares at that time” found on
page 70 of Amendment No. 1 and has revised the risk factor accordingly.

Since our directors and officers are based in or have significant ties to the PRC . . ., page 82

    17.
    Given recent statements by the Chinese government indicating an intent to exert more

January 16, 2025
Francis Chi Yin Ng
Co-Chief Executive Officer and Director
Copley Acquisition Corp
Suite 4005-4006, 40/F, One Exchange Square
8 Connaught Place, Central, Hong Kong
Re:Copley Acquisition Corp
Registration Statement on Form S-1
Filed December 20, 2024
File No. 333-283972
Dear Francis Chi Yin Ng:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed December 20, 2024
Cover Page
1.Please revise cross references on your cover page to ensure that they are correct and
are highlighted in prominent type. For example, in each of the sixth paragraph and the
twelfth paragraph where you include a cross-reference to your risk factor, "Since our
sponsor, officers and directors and any other holder of our founder shares, including
our non-managing sponsor member, will lose their entire investment in us . . .," on
page 63, please revise to ensure the cross-reference is accurate as to the location of the
risk factor. In the eleventh paragraph where you include cross-references to further
discussion on your sponsor's and your affiliates' securities and compensation, please
revise to highlight such cross-references by prominent type or in another manner. See
Item 1602(a)(3) of Regulation S-K.
Please expand to provide prominent disclosure about the legal and operational risks
associated with being based in or having the majority of the company’s operations in 2.

January 16, 2025
Page 2
China (including Hong Kong and Macau). Your disclosure should make clear
whether these risks could result in a material change in your operations and/or the
value of the securities you are registering for sale or could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless. Your
disclosure should address how recent statements and regulatory actions by China's
government, such as those related to data security or antimonopoly concerns, have or
may impact the company’s ability to conduct its business, accept foreign
investments, or list on a U.S. or other foreign exchange. Please disclose the location of
your auditor’s headquarters and whether and how the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and
related regulations will affect your company. Your prospectus summary should
address, but not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.Provide a description of how cash is transferred through your organization. State
whether any transfers, dividends, or distributions have been made to date between the
company, or to investors, and quantify the amounts where applicable.
4.Please revise to state whether the cashless exercise of the placement warrants included
in the placement units purchased by the sponsor at the time of the closing of the
offering and upon the conversion of the working capital loans into placement units
may result in a material dilution of the purchasers' equity interests.
5.We note disclosure on page 18 that if you increase or decrease the size of the offering,
you will take steps to maintain the ownership of founder shares by the sponsor at 25%
of aggregate and outstanding shares at the time of the offering. Please include
appropriate disclosure on the cover page regarding any securities to be issued in this
regard and price to be paid for these securities, as required by Item 1602(a)(3) of
Regulation S-K.
Summary, page 1
6.Please revise to describe any plans to seek additional financings and how the terms of
additional financings may impact unaffiliated security holders, as required by Item
1602(b)(5) of Regulation S-K. In this regard, we note various disclosures throughout
your prospectus that you intend to target businesses with enterprise values that are
greater than you could acquire with the net proceeds of this offering and the sale of
the placement units and that you may need additional funds to: complete your
business combination, including if you become obligated to redeem a significant
number of public shares; fund working capital deficiencies; finance transaction costs
in connection with an intended initial business combination; or cover the cost of the
extension options. You also disclose that you may raise funds through the issuance
additional class A and preference shares, equity-linked securities, loans, advances or
other indebtedness, including pursuant to forward purchase agreements or backstop
arrangements. Please revise existing disclosure or include a new section in the
Summary to provide a more consolidated and comprehensive discussion.
Provide a clear description of how cash is transferred through your organization.
Describe any restrictions on foreign exchange and your ability to transfer cash 7.

January 16, 2025
Page 3
between entities, across borders, and to U.S. investors.
Initial Business Combination, page 6
8.We note your disclosure on page 6 that you may seek shareholder approval of a
charter amendment to extend the completion window beyond 30 months. Please revise
to disclose whether there are any limitations on such extensions, including as to their
duration or the number of times the completion window may be extended by charter
amendment.
Sponsor Information, page 10
9.Please expand your disclosure outside of the compensation table on page 10 to
describe the extent to which the conversion of loans into placement units may result in
a material dilution of the purchasers' equity interests, including that the placement
warrants may be exercised on a cashless basis. See Item 1602(b)(6) of Regulation S-
K.
10.As applicable, please revise the compensation table on page transfer restrictions table
on page 12 to disclose whether such restrictions apply to your directors, director
nominees and executive officers, as you disclose on pages 118-119.
11.Regarding the anti-dilution rights of founder shares as discussed on page 11 and
elsewhere, with respect to clause (iii) describing the subtraction of shares redeemed in
connection with the business combination, please clarify whether redemptions made
in connection with a charter amendment will also be subtracted in the calculation of
the adjustment.
Conflicts of Interest, page 33
12.Please expand your disclosure to also describe conflicts of interest relating to
fees, reimbursements, or cash payments to your sponsor, officers or directors, or any
of their respective affiliates for services rendered to you prior to or in connection with
the completion of your initial business combination, as referenced on page 32,
including the repayment of an aggregate of up to $700,000 in loans and the
reimbursement for any out-of-pocket expenses. See Item 1602(b)(7) of Regulation S-
K.
Summary of Risk Factors, page 38
In your summary of risk factors, disclose the risks that your corporate structure and
being based in China poses to investors. In particular, describe the significant
regulatory, liquidity, and enforcement risks with cross-references to the more detailed
discussion of these risks in the prospectus. For example, specifically discuss risks
arising from the legal system in China, including risks and uncertainties regarding the
enforcement of laws and that rules and regulations in China can change quickly with
little advance notice; and the risk that the Chinese government may intervene or
influence your operations at any time, or may exert more control over offerings
conducted overseas and/or foreign investment in China-based issuers, which could
result in a material change in your operations and/or the value of the securities you are
registering for sale. Acknowledge any risks that any actions by the Chinese 13.

January 16, 2025
Page 4
government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
14.Please expand your second summary risk factor to specifically highlight that you may
not need any public shares in addition to the founder shares and placement shares to
be voted in favor of the initial business combination in order to approve the
transaction, as you explain elsewhere in your prospectus.
Risk Factors, page 41
15.In light of recent events indicating greater oversight by the Cyberspace
Administration of China (CAC) over data security, particularly for companies seeking
to list on a foreign exchange, please revise your disclosure to explain how this
oversight impacts your search for a target company and your offering and to what
extent you believe that you are compliant with the regulations or policies that have
been issued by the CAC to date.
We may issue additional Class A ordinary or preference shares . . ., page 74
16.We note your disclosure that you may issue additional ordinary or preference
shares to complete your initial business combination. Please expand your disclosures
to clearly disclose any additional impact to you and investors, including that the
arrangements result in costs particular to the de-SPAC process that would not be
anticipated in a traditional IPO. If true, disclose that the terms of securities issuances
may be intended to ensure a return on investment to the investor in return for funds
facilitating the sponsor’s completion of the business combination or providing
sufficient liquidity.
Since our directors and officers are based in or have significant ties to the PRC . . ., page 82
17.Given recent statements by the Chinese government indicating an intent to exert more
oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers, please expand to acknowledge the risk that any
such action could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless. We remind you that, pursuant to federal
securities rules, the term “control” (including the terms “controlling,” “controlled by,”
and “under common control with”) means “the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities, by contract, or otherwise.”
Proposed Business
Sponsor Information, page 116
18.Please revise the tables on pages 15 and 118 to disclose the lock-up agreement with
the underwriter. See Item 1603(a)(9) of Regulation S-K.
Permitted purchases and other transactions with respect to our securities, page 126
Please revise to reconcile your disclosures regarding permitted purchases of public 19.

January 16, 2025
Page 5
shares by your sponsor, initial shareholders, directors, officers, advisors or their
affiliates. More specifically, you state that the purpose of such purchases could be to
vote such public shares in favor of the business combination and thereby increase the
likelihood of obtaining shareholder approval of your initial business combination.
However, you also state that such purchases would be structured in compliance with

the requirements of Rule 14e-5, including that such shares would not be voted in favor
of approving the business combination transaction.
General
20.As applicable, please revise to describe the experience of Mr. Ng in organizing special
purpose acquisition companies and the extent to which he is involved in other special
purpose acquisition companies. In this regard, we note your statement on page 145
that Mr. Ng was the President and Chief Financial Officer of Black Spade
Acquisition Co. from March 2021 to August 2023 when it merged with Vinfast. We
also note disclosure on page 35 that different timelines of competing business
combinations could cause your directors and executive officers to prioritize a different
business combination over finding a suitable acquisition target for your business
combination. See Item 1603(a)(3) of Regulation S-K.
21.Please address specifically any PRC regulations concerning mergers and acquisitions
by foreign investors that your initial business combination transaction may be subject
to, including PRC regulatory reviews, which may impact your ability to complete a
business combination in the prescribed time period. Also address any impact PRC law
or regulation may have on the cash flows associated with the business combination,
including shareholder redemption rights.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Frank Knapp at 202-551-3805 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.
Please contact Benjamin Holt at 202-551-6614 or Pam Long at 202-551-3765 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Michael Blankenship