Eureka Acquisition Corp (NASDAQ: EURK) revises post‑closing director terms

Rhea-AI Filing Summary

Eureka Acquisition Corp entered into Amendment No. 1 to its Business Combination Agreement with Marine Thinking Inc. and its wholly owned subsidiary on June 12, 2026, revising section 5.19 to change the requirements for the SPAC's post-closing directors.

The amendment leaves the remainder of the agreement unchanged and is filed as Exhibit 2.1; the prior business combination agreement was originally executed on October 29, 2025.

Insights

Transactional Counsel

Amendment narrows a governance clause for post-closing directors.

The filing states the parties amended section 5.19 of the Business Combination Agreement to revise requirements for post-closing directors; the exact textual change is in Exhibit 2.1. The amendment was executed on June 12, 2026.

Practical dependencies include satisfaction of any closing conditions in the BCA and implementation of director nominations at closing; subsequent filings or the attached exhibit disclose the precise qualifications and any operative thresholds.

Corporate Governance Analyst

Director composition rules were altered; governance effects depend on the new language.

The amendment modifies post-closing director requirements only, leaving other BCA provisions intact. The change could affect board composition after the merger, subject to the exact wording in Exhibit 2.1.

Watch for future disclosures at closing that show the appointed directors and any related stockholder approvals if required by the agreement.

Key Figures

Amendment date: June 12, 2026 Original BCA date: October 29, 2025 Prior Form 8-K report: November 3, 2025 +2 more

5 metrics

Amendment date June 12, 2026 Execution date of Amendment No.1

Original BCA date October 29, 2025 Date the Business Combination Agreement was entered into

Prior Form 8-K report November 3, 2025 Date of prior Current Report referencing the BCA

Commission File Number 001-42152 Registrant's Commission File Number

Amalgamation Sub 17358750 Canada Inc. Named wholly-owned subsidiary acting as Amalgamation Sub

Key Terms

Business Combination Agreement, Amendment No. 1, post-closing directors, Amalgamation Sub

4 terms

Business Combination Agreement regulatory

"entered into a business combination agreement on October 29, 2025"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Amendment No. 1 legal

"On June 12, 2026, the Parties entered into an amendment No. 1 to the BCA"

post-closing directors corporate governance

"revise the requirements for the post-closing directors of the SPAC"

Amalgamation Sub corporate

"17358750 Canada Inc., a company... and a wholly-owned subsidiary of the SPAC (the "Amalgamation Sub")"

FAQ

What did Eureka Acquisition Corp (EURK) file on June 12, 2026?

Eureka filed an amendment—Amendment No. 1—to its Business Combination Agreement dated October 29, 2025, changing the requirements for post-closing directors. The amendment is attached as Exhibit 2.1 to the Form 8-K filed June 23, 2026.

Which section of the Business Combination Agreement was changed?

The parties revised section 5.19 of the Business Combination Agreement. The filing states the amendment "revises the requirements for the post-closing directors of the SPAC." The full amended language appears in Exhibit 2.1.

Who are the parties to the amended agreement?

The amendment involves Eureka Acquisition Corp (the SPAC), Marine Thinking Inc. (the target), and 17358750 Canada Inc. (the Amalgamation Sub), as described in the June 12, 2026 filing and prior Form 8-K disclosures.

Does the amendment change other terms of the Business Combination Agreement?

No. The filing states that "except as expressly provided by the Amendment No. 1, the provisions of the BCA remain unchanged and in full force and effect." The amendment is limited to the specified revisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 06/23/2026 - 06:10 AM Accepted by SEC EDGAR 06/23/2026 - 06:08 AM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 

June 12, 2026

Date of Report (Date of earliest event reported)

Eureka Acquisition Corp

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands		001-42152		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

14 Prudential Tower

Singapore 049712

(Address of Principal Executive Offices)

(+1) 949 899 1827

Registrant’s telephone number, including area code

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-fifth of one Class A ordinary share		EURKU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		EURK		The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-fifth of one Class A ordinary share		EURKR		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on November 3, 2025, Eureka Acquisitions Corp, a Cayman Islands exempted company (the “SPAC”) entered into a business combination agreement on October 29, 2025, (the “BCA”) with Marine Thinking Inc., a company (the “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 the SPAC (the “Amalgamation Sub,” together with the SPAC and the Company, the “Parties, ” and each, a “Party”).

Pursuant to section 9.4 of the BCA, the BCA may be amended by a writing singed by each Party. On June 12, 2026, the Parties entered into an amendment No. 1 to the BCA (the “Amendment No. 1”). Pursuant to the Amendment No. 1, the Parties agreed to revise section 5.19 to revise the requirements for the post-closing directors of the SPAC. Except as expressly provided by the Amendment No. 1, the provisions of the BCA remain unchanged and in full force and effect.

The foregoing description of the Amendment No. 1 is only a summary and is qualified in its entirety by reference to the full text of the Amendment No. 1, which is attached hereto as Exhibit 2.1, and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description of Exhibits
2.1		Amendment No. 1 to Business Combination Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Eureka Acquisition Corp
	By:	/s/ Fen Zhang
	Name:	Fen Zhang
	Title:	Chief Executive Officer
Date: June 23, 2026

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