EURK 10-K & 10-Q changes, risk factors and insider trading
Eureka Acquisition Corp (also EURKR, EURKU) · Nasdaq · Water Transportation · CIK 2000410 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
As a smaller reporting company, we are not required to include risk factors in this Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Proposed Business Combination with Marine Thinking”
New heading “June 2025 Shareholder Meeting”
New heading “Trust Amendment”
New heading “Extensions and Extension Notes”
New heading “Working Capital Loans”
Largest changes
“As of September 30, 2025, we had cash of $51,431 and a working capital deficiency of $625,273. We have incurred and expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of its financing and acquisition plans. The Company currently has no commitments to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful. …”see in full comparison
“As of September 30, 2024, we had cash of $670,352 and a working capital deficiency of $684,474. We have incurred and expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination. …”see in full comparison
“The BCA contemplates that the business combination among EURK, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the time when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective Time”), EURK shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the domestication to Canada under the CBCA (the “SPAC Continuance”). …”see in full comparison
Full comparison: every changed paragraph (32)
References
to the “Company,”
“EURK,” “us,” “our,” or “we” refer to Eureka Acquisition
Corp. The following discussion and analysis of our
financial condition and results of operations should be read in conjunction with our
audited auditedconsolidated financial statements and related notes herein.
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes related thereto which are included in “Item 8. Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.
The proceeds of $57,500,000 ($10.00 per Public Unit) in the aggregate from the IPO and the Private Placement and sale of the Option Units, were placed in the trust account (the “Trust Account) with Continental Stock Transfer & Trust Company acting as trustee.
On March 20, 2025, our board of directors accepted the resignation of Dr. M. Anthony Wong, the independent director, resigning from his position as a director of the Company. Concurrently, the Company, by ordinary resolutions of its directors, appointed Mr. Cameron Richard Johnson as the independent director of the Company to fill the vacancy, effective immediately. Mr. Cameron Richard Johnson was also appointed as the chairperson of the Audit Committee and a member of the Compensation Committee. We entered into an Indemnity Agreement with Mr. Johnson on March 20, 2025, accordingly.
In connection with the appointment of Mr. Johnson as the director of the Company, the Sponsor issued a share purchase option dated March 20, 2025 (the “Share Purchase Option”) to Mr. Johnson, entitling Mr. Johnson to acquire 10,000 ordinary shares of the Company held by the Sponsor (the “Founder Shares”) upon the exercise of the Share Purchase Option once the existing lock-up term on such Founder Shares expires pursuant to the terms and arrangements thereunder.
Proposed Business Combination with Marine Thinking
On October 29, 2025, EURK entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”), with Marine Thinking Inc. (“Marine Thinking”), a company incorporated under the Canada Business Corporations Act (“CBCA”) and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of EURK (the “Amalgamation Sub,” together with EURK and Marine Thinking, the “Parties, “and each, a “Party”). Marine Thinking is an autonomous ship and fleet solution providing company.
The BCA contemplates that the business combination among EURK, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the time when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective Time”), EURK shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the domestication to Canada under the CBCA (the “SPAC Continuance”). Upon the completion of the SPAC Continuance, the name of EURK shall be changed from “Eureka Acquisition Corp” to “Marine Thinking Holdings Inc.” or such other name as the Parties may agree on; and (ii) following the SPAC Continuance, and in accordance with the applicable provisions of the BCA and in accordance with the CBCA, at the closing of the transactions contemplated by the BCA (the “Closing”), Marine Thinking and the Amalgamation Sub shall amalgamate and continue as one company, being the Amalco (“Amalco”), under the terms and conditions prescribed in the amalgamation agreement to be signed by Marine Thinking and Amalgamation Sub and in accordance with section 181 of the CBCA (the “Amalgamation”). Following the Amalgamation Effective Time, Amalco will become a direct wholly owned subsidiary of EURK.
The Continuance, the Amalgamation, and the other transactions contemplated by the BCA are hereinafter referred to as the “Business Combination” or the “Transactions.” The closing of the Business Combination shall take place electronically by remote exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than the fifth (5) business day, following the satisfaction (or, to the extent permitted by applicable law or waiver) of the conditions set forth in the BCA (the “Closing Date”) or at such other place, date and/or time as EURK and Marine Thinking may agree in writing.
June 2025 Shareholder Meeting
On June 30, 2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”).
At the Extraordinary General Meeting, the shareholders of the Company approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s Second Amended and Restated Memorandum and Articles of Association, which provided that the Company has until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to two times, each by an additional three-month extension, for a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the “Current Charter”) to provide that the Company has until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to 12 times, each by an additional one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026. The Company agreed that it would not withdraw any interest from the Trust Account for payment of dissolution expenses.
In connection with the Extraordinary General Meeting, 2,819,767 Class A Ordinary Shares were rendered for redemption, and approximately $29 million was released from the Trust Account to pay such redeeming shareholders.
Trust Amendment
In connection with the Extraordinary General Meeting, the Company entered into an amendment to the trust agreement dated July 2, 2024 (the “Trust Amendment”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”).
The Trust Amendment provides that, among other things, for each Monthly Extension, the amount of $150,000 (the “Monthly Extension Fee”) shall be deposited into the Trust Account, and, in the event that the Monthly Extension Fee is not being deposited into the trust account by the 3rd day of each month since July 3, 2025, the Company has a period of thirty (30) days (the “Cure Period”) to pay any applicable past due payment for the Monthly Extension Fee. If the Company fails to make any applicable past due payment during the Cure Period, then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same effect as if the Company failed to complete a business combination within the prescribed timeline.
Extensions and Extension Notes
Pursuant to the Current Charter, the Company currently has until January 3, 2026 to complete its business combination, which may be extended up to July 3, 2026 if fully extended by Monthly Extensions. As of the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from its working capital and $600,000 was paid by the Sponsor. In connection with the Sponsor’s payment of the Monthly Extension Fee, the Company issued five unsecured promissory notes in the aggregate principal amount of $750,000 (the “Extension Notes”) to the Sponsor. The Extension Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of a business combination or (ii) the date of expiry of the term of the Company. The Sponsor, has the right, but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into private units (the “Conversion Units”) of the Company, each consisting of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a business combination. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.
Working Capital Loans
On August 25, 2025, the Company issued an unsecured promissory note (the “Working Capital Note” and, together with the Extension Notes, the “Notes”) in the principal amount of up to $300,000 to the Sponsor. The proceeds of the Working Capital Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes (the “Working Capital Loans”).
The Working Capital Note bears no interest and is payable in full upon the Maturity Date. The Sponsor, has the right, but not the obligation, to convert the Working Capital Note, in whole or in part, respectively, into Conversion Units upon the consummation of a business combination, as described in the prospectus of the Company (File No: 333-277780), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the business combination. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00.
For the year ended September 30, 2025, we had a net income of $1,370,753, which consisted of interest income from the Trust Account of $2,230,500 offset by general and administrative expenses of $859,747. Cash used in operating activities was $668,921. Net income was offset by interest earned on investment held in the Trust Account. Changes in operating assets and liabilities provided $190,826 of cash for operating activities.
For the period from June
13, 2023 (inception) through September 30, 2023, we had a net loss of $5,325, all of which consisted of formation and operating costs.
Cash used in operating activities was $4,269.
As
of September 30,2024,
30, 2025, we had $670,352$51,431 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available
for working capital
purposes.
Over the next 12 months
(assuming a business combination is not consummated prior thereto), we will be using the funds held outside of the Trust Account for identifying
and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and
from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements
of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business
combination.
As of September 30, 2025, we had cash of $51,431 and a working capital deficiency of $625,273. We have incurred and expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of its financing and acquisition plans. The Company currently has no commitments to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful. In addition, the Company has until January 3, 2026 (or up to July 3, 2026 if fully extended) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The audited consolidated financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.
As
of September 30, 2024, we had cash of $670,352 and a working capital deficiency of $684,474. We have incurred and expect to continue
to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit
of the consummation of a business combination. In connection with our assessment of going concern considerations in accordance with Financial
Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about
an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt
about our ability to continue as a going concern. Our management’s plan in addressing this uncertainty is through the working capital
loans from our Sponsor or its affiliates. In addition, if we are unable to complete a business combination within the Combination Period,
our board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of us. There is no assurance
that our plans to consummate a business combination will be successful within the Combination Period. As a result, management has determined
that such additional conditions also raise substantial doubt about our ability to continue as a going concern. Our financial statement
does not include any adjustments that might result from the outcome of this uncertainty.
In preparing these audited consolidated financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements and the reported expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. We have not identified any critical accounting estimates.
In
August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt
with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own
Equity (Subtopic 815-40) (“ASU 2020-06”), to simplify accounting for certain financial instruments. ASU 2020-06
eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments
and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.
The new standard also introduces additional disclosures for convertible debt and free-standing instruments that are indexed to and settled
in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use
the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on
a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06
as of the inception of the Company. Adoption of the ASU did not impact the Company’s financial position, results of operations
or cash flows.
In
November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which
requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December
15, 15,
2023, and interim periods within fiscal years beginning after December 15, 2024. The Company isadopted currentlyASU evaluating2023-07 in in its
annual audited consolidated financial statements for the impactyear ofended adopting
ASUSeptember 2023-07.30, 2025.
In
December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU
2023-09”), which enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years
beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made
available for issuance. The Company is currently evaluating the impact of adopting ASU 2023-09 on its financial statements.
What changed in the latest 10-Q
Risk Factors
Not applicable to a smaller reporting company. However, factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the prospectus of our IPO (File No. 333-277780) and our annual report on Form 10-K for the fiscal year ended September 30, 2025 (the “Annual Report”) as filed with the SEC on December 15, 2025. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our prospectus and Annual Report.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
Removed heading “Support Agreement”
Removed heading “Voting Agreement”
Removed heading “Registration Rights Agreement”
Removed heading “Lock-Up Agreements”
Removed heading “Option Purchase Agreement”
Removed heading “Finder’s Agreement”
Largest changes
“The BCA contemplates that, at the Closing, Eureka, the Sponsor, each of the Target Shareholders and certain other parties named therein will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”), pursuant to which Eureka will agree to register for resale, pursuant to applicable securities laws and regulations, with respect to the registrable securities held by the Holders (as defined in the Registration Rights Agreement).”see in full comparison
“The BCA contemplates that the business combination among Eureka, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the time when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective Time”), Eureka shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the domestication to Canada under the CBCA (the “SPAC Continuance”). …”see in full comparison
“Concurrent with the execution and delivery of the BCA, Marine Thinking, Eureka, the Amalgamation Sub and certain shareholders of Marine Thinking (the “Requisite Shareholders”), have entered into a voting agreement (the “Voting Agreement”), pursuant to which the Requisite Shareholders agreed to, among other things, (i) vote, or cause to be voted or consented at a meeting of the holders of the common shares in the capital of Marine Thinking (“Target Shareholders”), or in any action by written consent of the shareholders, all common shares of Marine Thinking which the Requisite Shareholders own …”see in full comparison
“The BCA contemplates that at the Closing, each of the Sponsor and certain of the Target Shareholders will enter into a lock-up agreement (collectively, the “Lock-up Agreements”), pursuant to which (i) the Sponsor agrees on certain restrictions on transfer of SPAC Class B Shares (as defined in the BCA) held by the Sponsor immediately prior to the Closing; …”see in full comparison
“Concurrently with the execution of the BCA, the Sponsor, Eureka and Marine Thinking have entered into a support agreement (the “Support Agreement”) pursuant to which, among other things, the Sponsor agreed to (i) vote, or cause to be voted or consented at any meeting of the shareholders of Eureka, or in any action by written consent of the shareholders, all of its SPAC Shares (as defined in the BCA) which Eureka the Sponsor owns of record or has the power to vote as of the record date for such meeting (the “Sponsor Shares”), (a) in favor of the approval and adoption of the BCA and the …”see in full comparison
“On April 1, 2025, Eureka entered into a finder’s agreement (the “Finder’s Agreement”) with Alpha Innovators Limited, a British Virgin Islands exempted company (the “Finder”), pursuant to which the Finder agreed to introduce potential targets to Eureka. …”see in full comparison
Full comparison: every changed paragraph (32)
We are a blank check company formed under the
laws of Cayman Island on June 13, 2023, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target
business.” Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location
but will initially focus in Asia.
ProposedAmendment No. 1 to Business Combination Agreement
with Marine Thinking
On OctoberJune 29,12, 2025,2026, the Company entered into an
aamendment No. 1 to the business combination agreement dated October 29, 2025 (as the same may be amended, supplemented or otherwise modified
from time to time, the “BCA”),
with Marine Thinking Inc. (“Marine Thinking”), an autonomous ship and fleet solution
providing company incorporated under
the Canada Business Corporations Act (“CBCA”),Act, and 17358750 Canada Inc., a company incorporated under the
CBCA and a wholly-owned
subsidiary of Eureka (the “Amalgamation Sub,” together with Eurekathe Company and Marine Thinking, the “Parties,
“and each,
a “Party”)., pursuant to which the Parties agreed to revise Section 5.19 thereof to revise the requirements
for the post-closing directors of the Company.
The BCA contemplates that the business combination
among Eureka, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the time
when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective Time”), Eureka shall complete the
deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration,
the domestication to Canada under the CBCA (the “SPAC Continuance”). Upon the completion of the SPAC Continuance, the name
of Eureka shall be changed from “Eureka Acquisition Corp” to “Marine Thinking Holdings Inc.” or such other name
as the Parties may agree on; and (ii) following the SPAC Continuance, and in accordance with the applicable provisions of the BCA and
in accordance with the CBCA, at the closing of the transactions contemplated by the BCA (the “Closing”), Marine Thinking and
the Amalgamation Sub shall amalgamate and continue as one company, being the Amalco (“Amalco”), under the terms and conditions
prescribed in the amalgamation agreement to be signed by Marine Thinking and Amalgamation Sub and in accordance with section 181 of the
CBCA (the “Amalgamation”). Following the Amalgamation Effective Time, Amalco will become a direct wholly owned subsidiary
of Eureka.
Support Agreement
Concurrently with the execution of the BCA, the
Sponsor, Eureka and Marine Thinking have entered into a support agreement (the “Support Agreement”) pursuant to which, among
other things, the Sponsor agreed to (i) vote, or cause to be voted or consented at any meeting of the shareholders of Eureka, or in any
action by written consent of the shareholders, all of its SPAC Shares (as defined in the BCA) which Eureka the Sponsor owns of record
or has the power to vote as of the record date for such meeting (the “Sponsor Shares”), (a) in favor of the approval and adoption
of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination,
and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with Marine
Thinking; and (ii) not to transfer any Sponsor Shares until the Expiration Time (as defined in the Support Agreement).
Voting Agreement
Concurrent with the execution and delivery of
the BCA, Marine Thinking, Eureka, the Amalgamation Sub and certain shareholders of Marine Thinking (the “Requisite Shareholders”),
have entered into a voting agreement (the “Voting Agreement”), pursuant to which the Requisite Shareholders agreed to, among
other things, (i) vote, or cause to be voted or consented at a meeting of the holders of the common shares in the capital of Marine Thinking
(“Target Shareholders”), or in any action by written consent of the shareholders, all common shares of Marine Thinking which
the Requisite Shareholders own of record or have the power to vote (including any successor shares of Company of which ownership of record
or the power to vote is hereafter acquired by the Requisite Shareholders prior to the termination of the Company Voting Support Agreement)
(the “Subject Shares”), (a) in favor of the approval and adoption of the BCA and the Transactions contemplated thereby, and
any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with
other alternative business combinations other than the Business Combination with Eureka; and (ii) not to transfer any Subject Shares until
the Expiration Time (as defined in the Voting Agreement).
Registration Rights Agreement
The BCA contemplates that, at the Closing, Eureka,
the Sponsor, each of the Target Shareholders and certain other parties named therein will enter into an amended and restated registration
rights agreement (the “Registration Rights Agreement”), pursuant to which Eureka will agree to register for resale, pursuant
to applicable securities laws and regulations, with respect to the registrable securities held by the Holders (as defined in the Registration
Rights Agreement).
Lock-Up Agreements
The BCA contemplates that at the Closing, each
of the Sponsor and certain of the Target Shareholders will enter into a lock-up agreement (collectively, the “Lock-up Agreements”),
pursuant to which (i) the Sponsor agrees on certain restrictions on transfer of SPAC Class B Shares (as defined in the BCA) held by the
Sponsor immediately prior to the Closing; and (ii) certain of the Target Shareholders agree on certain restrictions on transfer of SPAC
Shares held by them immediately after the Closing, including any shares issuable upon the exercise of any rights, options, warrants or
other securities to purchase any SPAC Shares held by them immediately after the Closing, or any rights, options, warrants or other securities
convertible into or exercisable or exchangeable for any SPAC Shares held by them immediately after the Closing. The lock-up period commences
on the Amalgamation Effective Time and continues until the earlier of (i) three-hundred and sixty-five (365) days after the Closing, or
(ii) the date on which Eureka completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that
results in all of Eureka’s shareholders having the right to exchange their SPAC Shares or other equity securities of Eureka for
cash, securities or other property.
Option Purchase Agreement
On July 6, 2025, the Sponsor and Marine Thinking
entered into an option purchase agreement (as amended on September 2, 2025, the “Option Purchase Agreement”), pursuant to
which the Sponsor agreed to sell to Marine Thinking, and Marine Thinking agreed to purchase from the Sponsor, an option to purchase 583,333
SPAC Shares held by the Sponsor (the “Option Securities”) for an aggregate purchase price of $1,750,000. The aggregate exercise
price of the option itself is $1.00 for all of the Option Securities. The options are exercisable for the period commencing on the
expiration or early release of applicable transfer restrictions on the Option Securities (as provided in the letter agreement dated July
2, 2024 entered into by and among Eureka, the Sponsor and certain other parties in connection with the IPO) and ending on July 5, 2026. On
September 23, 2025, Marine Thinking entered into an option assignment agreement (the “Option Assignment Agreement”) and assigned
its rights, interests and obligations in whole under the Option Purchase Agreement to a company that is owned by the current shareholders
of Marine Thinking in substantially similar proportions as their respective shareholdings in Marine Thinking.
Finder’s Agreement
On April 1, 2025, Eureka entered into a finder’s
agreement (the “Finder’s Agreement”) with Alpha Innovators Limited, a British Virgin Islands exempted company (the “Finder”),
pursuant to which the Finder agreed to introduce potential targets to Eureka. If Eureka consummates a business combination with one or
more targets introduced by the Finder during the term of the Finder’s Agreement and a period of twelve (12) months following the
termination of the Finder’s Agreement, then Eureka shall issue to the Finder or its designated affiliates, upon the completion of
each business combination(s) and as complete and full compensation for the Finder under Finder’s Agreement, a number of SPAC Class
A Shares equal to the quotient obtained by dividing 3% of the Company Valuation (as defined in the BCA) by the Redemption Price (as defined
in the BCA).
At the Extraordinary General Meeting, the shareholders
of the Company approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s SecondThird Amended and Restated
Memorandum and Articles of Association, which provided that the Company has until July 3, 2025 to complete a business combination, and
may elect to extend the period to consummate a business combination up to two12 times, each by an additional three-monthone-month extension,extension (the “Monthly
Extension”), for
a total of up to six12 months to JanuaryJuly 3, 2026, be deleted in their entirety and the substitution in their place of
the ThirdFourth Amended
and Restated Memorandum and Articles of Association (the “Current Charter”) to provide that the Company
has until July 3,
2025 2026 to complete a business combination, and may elect to extend the period to consummate a business combination up
to 12 times, each
by an additional one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026. The Company
agreed that it would not withdraw any interest from the Trust Account (as defined below) for payment of dissolution expenses.2027.
In connection with the Extraordinary General
Meeting, Meeting,
2,819,7672,655,132 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”)
were rendered
for redemption, and on July 7, 2026, approximately $29$30.39 million was released from the Trust Account (as defined
below) to pay such redeeming shareholders.
In connection with the Extraordinary General Meeting,
the Company entered into an amendment to the trust agreement dated July 2, 20242024, as amended (the “Trust Amendment”), by and
between the
Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”).
Pursuant to the Current Charter, the Company currently
has until JuneAugust 3, 2026 (or up to July 3, 20262027 if fully extended) to complete its business combination (the “Combination Period”).
If the Company is unable to complete its initial Business Combination by the Combination Period, the Company will: (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the
public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely
extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any),
subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining
shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide
for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions
with respect to its public rights or private placement rights, which will expire worthless if the Company fails to complete its initial
Business Combination by the Combination Period.
As of the date hereof, an aggregate of $1,650,000$1,808,253.03
of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from its working
capital, $1,050,000 was paid by the Sponsor and $450,000$608,253.03 was paid by Marine Thinking, respectively. In connection with the payment
of of
the Monthly Extension Fee, the Company issued seven unsecured promissory notes in the aggregate principal amount of $1,050,000 (the
“Sponsor
Extension Notes”) to the Sponsor, and threefive unsecured promissory notes in the aggregate principal amount of $450,000 $608,253.03
to Marine Thinking
(the “Target Extension Notes” and, together with the Sponsor Extension Notes”, collectively, the
“Extension Notes”),
respectively. The Extension Notes bear no interest and are payable in full upon the earlier to occur of
(i) the consummation of a business
combination or (ii) the date of expiry of the term of the Company. The payees of the Extension Notes
have the right, but not the obligation,
to convert the Extension Notes, in whole or in part, respectively, into private units (the “Extension
Units”) of the Company,
each consisting of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary
Share upon the consummation
of a business combination. The number of Extension Units to be received by the payees in connection with such
conversion shall be an amount
determined by dividing (x) the sum of the outstanding principal amount payable to such payee by (y) $10.00.
The Notice states that the Company has 45 calendar
days, or until May 21, 2026, to submit a plan to regain compliance with the Minimum Public Holders Rule. IfOn May 20, 2026, the Company is unable to regain
compliance by that date, the Company intends to submitsubmitted a plan to regain compliance with the Minimum Public Holders Rule withinwith Nasdaq. On June 5, 2026, the requiredCompany received a notification
timeframe.letter Iffrom Nasdaq acceptsstating that the Company’s compliance plan, then Nasdaq mayStaff had determined to grant the Company an extension of uptime to180through calendarOctober 3, 2026 to regain
dayscompliance fromwith the dateMinimum ofPublic theHolders Notice to evidence compliance. If Nasdaq does not accept the Company’s plan, then the Company will have
the opportunity to appeal that decision to a Nasdaq Hearings Panel.Rule.
For the three months ended March 31, 2026,
we had a net income of $149,356, which consisted of general and administrative expenses of $123,500 offset by interest income from the
Trust Account of $272,856.
For the three months ended MarchJune 31,30, 2025,2026, we
we had a net income of $407,876,$79,232, which consisted of interest income from the Trust Account”) of $594,603,$278,500, partially offset by general
and administrative
expenses of $186,727.$199,268.
For the sixthree months ended MarchJune 31,30, 2026,2025, we had
a net income of $31,067,$354,378, which consisted of interest income from the Trust Account of
$572,209, $605,749, partially offset by general and administrative
expenses of $541,142. Cash used in operating activities was $399,809. Changes
in operating assets and liabilities provided $141,333 of cash for operating activities.$251,371.
For the sixnine months ended MarchJune 31,30, 2025,2026, we had
a net income of $949,894,$110,299, which consisted of interest income from the Trust Account of $1,288,659,$850,709, partially offset by general and administrative
expenses of $338,765.$740,410. Cash used in operating activities was $315,590.$553,704. Changes in operating assets and liabilities provided $23,175$186,706 of
cash for operating activities.
For the nine months ended June 30, 2025, we had a net income of $1,304,272, which consisted of interest income from the Trust Account of $1,894,408, partially offset by general and administrative expenses of $590,136. Cash used in operating activities was $396,178. Changes in operating assets and liabilities provided $193,958 of cash for operating activities.
As of MarchJune 31,30, 2026, we had cash of $151,622$22,727 available
available for working capital needs. We intend to use substantially all of the net proceeds of the IPO, including the funds held in the
Trust Account,
to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our share capital
is used in whole
or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account
as well as any
other net proceeds not expended will be used as working capital to finance the operations of the target business. Such
working capital
funds could be used in a variety of ways including continuing or expanding the target business’ operations, for
strategic acquisitions
and for marketing, research and development of existing or new products. Such funds could also be used to repay
any operating expenses
or finders’ fees which we had incurred prior to the completion of our initial business combination if the
funds available to us
outside of the Trust Account were insufficient to cover such expenses.
As of MarchJune 31,30, 2026, the Company had $151,622$22,727
of cash and a working capital deficit of $2,066,415.$33,103,127 (including public shareholder redemption payable of $30,387,444). The Company has
incurred and expects to continue to incur significant costs in pursuit
of its financing and acquisition plans. The Company currently has
no commitments in place to receive such financing and there is no assurance
that the Company’s plans to raise capital will be successful.
In addition, the Company has until August 3, 2026 (or up to July 3, 20262027, if extended) to consummate the
initial business combination
assuming full extensions. If the Company does not complete a business combination within the Combination
Period, the Company will trigger
an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated
memorandum and articles of association.
Notwithstanding management’s belief that the Company would have sufficient funds to execute
its business strategy, there is a possibility
that business combination might not be completed within the 12-month period from the issuance
date of these financial statements. In
connection with the Company’s assessment of going concern considerations in accordance
with Financial Accounting Standard Board’s
Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements
- Going Concern”, management has
determined that the mandatory liquidation, should a Business Combination not occur, and potential
subsequent dissolution, along with the
need to receive additional financing, raise substantial doubt about the Company’s ability
to continue as a going concern until the
earlier of the consummation of the Business Combination or the date the Company is required to
liquidate. The auditedunaudited condensed consolidated
financial statements do not include any adjustments that might result from the Company’s inability
to continue as a going concern.
We have no obligations, assets or liabilities
that would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
As of MarchJune 31,30, 2026, we do not have any long-term debt,
capital lease obligations, operating lease obligations or long-term liabilities.
In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements. ASU 2025-11 clarifies the applicability of interim reporting guidance under ASC 270 and reorganizes interim disclosure requirements into a centralized framework. The amendments also introduce a disclosure principle requiring entities to disclose material events and changes occurring since the most recent annual reporting period. The guidance is effective for interim periods within fiscal years beginning after December 15, 2027 for public business entities, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2025-11 will have on its unaudited condensed financial statements and related disclosures.
EURK insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-06-24 | Wolverine Asset Management Llc |
Other | 395,924 | $11.44 | $4.5M |
Well-known investors holding EURK (13F)
| Investor | Quarter | Shares | Reported value | % of their 13F | Change vs prior quarter |
|---|---|---|---|---|---|
| D. E. Shaw & Co. | 2026-06-30 | 45,000 | $15.8K | 0.0% | No change |