Eureka Acquisition Corp SEC Filings

Eureka Acquisition Corp (EURK) entered a financing arrangement to extend its SPAC timeline. The company deposited $150,000 into its trust on October 31, 2025, extending the deadline to complete a business combination by one month, from November 3, 2025 to December 3, 2025. Under its charter, the period may be extended monthly, up to July 3, 2026, with each extension requiring a $150,000 deposit.

The deposit was funded by the Sponsor, Hercules Capital Management Corp, in exchange for an unsecured, zero‑interest promissory note dated November 4, 2025, payable upon the earlier of the business combination or the company’s expiry. The Sponsor may convert amounts due into private units at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive one‑fifth of a Class A ordinary share upon closing. Any such units would be restricted from transfer until the business combination and carry registration rights. The issuance relies on Section 4(a)(2) of the Securities Act.

Eureka Acquisition Corp (EURK) entered into a Business Combination Agreement with Marine Thinking Inc. The SPAC will deregister from the Cayman Islands and domesticate to Canada, changing its name to Marine Thinking Holdings Inc., then complete an amalgamation in which Marine Thinking becomes a wholly owned subsidiary.

The exchange ratio (the “Amalgamation Multiple”) is based on Total Share Consideration of $130.0 million (plus any net Pre‑IPO investment, capped at $6.5 million) divided by $10.0 per SPAC Class A Share. At closing, each Unit splits into one Class A share and one Right, and each Right converts into one‑fifth of a Class A share; each Class B share converts into one Class A share. Governance post‑closing targets a seven‑member board with six Company designees (including four “independent” and one “financial expert”) and one Sponsor designee.

The parties agreed to support, voting, registration rights, and 365‑day lock‑up arrangements. The BCA includes mutual $2,000,000 termination fee triggers in specified cases. Prior agreements include an option over 583,333 SPAC shares for $1,750,000 (with a $1.00 exercise price for all option securities) and a finder fee payable in shares equal to 3% of Company Valuation divided by the Redemption Price.

Eureka Acquisition Corp (EURK) disclosed a small insider transaction. Affiliates of a 10% owner reported selling 14 Class A ordinary shares at $10.82 on July 16, 2025. After this sale, the reporting group beneficially owned 398,378 shares, held indirectly through Wolverine Flagship Fund Trading Limited, for which Wolverine Asset Management, LLC serves as manager. The report was filed jointly by multiple reporting persons.

Eureka Acquisition Corp (EURK) reporting persons filed an amended Form 3 to reflect a change in status to over 10% beneficial ownership following shareholder redemptions. The filing lists 398,392 Class A Ordinary Shares beneficially owned indirectly by Wolverine Asset Management, LLC as manager of Wolverine Flagship Fund Trading Limited. The status change was triggered by the redemption of 3,038,722 shares by other holders, as reported on July 2, 2025, and the reporting persons state they have not acquired additional shares since being pushed above 10%.

Eureka Acquisition Corp filed an 8-K disclosing a material financing-related event: the company issued an Extension Promissory Note dated October 6, 2025 to Hercules Capital Management Corp. The filing lists the promissory note as Item 10.1, indicating a material agreement that modifies or extends the company's payment obligation to a lender. The disclosure is concise and does not include dollar amounts, interest terms, maturity details, or descriptions of operational impacts, so readers are informed that a material debt-related document exists but must consult the exhibit or lender communications for contractual specifics.