Sponsor loans extend Eureka Acquisition (NASDAQ: EURK) merger deadline

Rhea-AI Filing Summary

Eureka Acquisition Corp entered into two unsecured promissory notes with its sponsor, Hercules Capital Management Corp, to support its business combination process. On January 2, 2026, the sponsor deposited a $150,000 monthly extension fee into the company’s trust account, allowing Eureka to extend its deadline to complete an initial business combination from January 3, 2026 to February 3, 2026. In return, the company issued a zero-interest Extension Note for $150,000, payable at the earlier of a business combination or the company’s expiry, and convertible at the sponsor’s option into private units at $10.00 per unit, each unit consisting of one Class A ordinary share and a right to receive one-fifth of a Class A share.

On January 6, 2026, Eureka also issued a zero-interest Sponsor Note in a principal amount of up to $300,000 for general working capital, with similar maturity and default terms and the same optional conversion into units at $10.00 per unit. Any units issued upon conversion of these notes will be restricted from transfer, with limited exceptions, until the completion of the company’s initial business combination and will have registration rights.

Insights

SPAC capital structure analyst

Eureka secures sponsor-backed, zero-interest notes with optional equity conversion.

Eureka Acquisition Corp is using sponsor financing to both extend its business combination deadline and fund ongoing expenses. The sponsor deposited a $150,000 monthly extension fee into the trust, supporting a one-month extension to February 3, 2026, and received an unsecured Extension Note that can be repaid in cash or converted into private units at $10.00 per unit.

A separate unsecured Sponsor Note of up to $300,000 provides flexible working capital, also zero-interest and similarly convertible into units at $10.00 per unit. Any units issued from these conversions will be locked up until completion of the initial business combination and carry registration rights, aligning sponsor support with the transaction’s completion while introducing potential equity issuance tied to note conversion.

false 0002000410 0002000410 2026-01-05 2026-01-05 0002000410 EURK:UnitsConsistingOfOneClassOrdinaryShare0.0001ParValueAndOneRightToAcquireOnefifthOfOneClassOrdinaryShareMember 2026-01-05 2026-01-05 0002000410 EURK:ClassOrdinarySharesParValue0.0001PerShareMember 2026-01-05 2026-01-05 0002000410 EURK:RightsEachWholeRightToAcquireOnefifthOfOneClassOrdinaryShareMember 2026-01-05 2026-01-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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 

Date of Report (Date of earliest event reported): January 5, 2026

Eureka Acquisition Corp

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42152		N/A
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification Number)

14 Prudential Tower

Singapore 049712

(Address of principal executive offices)

(+1) 949 899 1827

(Registrant’s telephone number, including area code)

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		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

The disclosures set forth under Item 2.03 are incorporated by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Promissory Note – Monthly Extension

Pursuant to the amended and restated memorandum and articles of association (the “Charter”) of Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), the Company had until January 3, 2026 to complete its initial business combination, however the Company may extend the period of time to consummate a business combination up to July 3, 2026, each by a one-month extension, subject to the deposit of $150,000 (the “Monthly Extension Fee”) into the trust account of the Company (the “Trust Account”).

On January 2, 2026, an aggregate of $150,000 of the Monthly Extension Fee was deposited into the Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial business combination by one month from January 3, 2026 to February 3, 2026 (the “Extension”). The payment of the Monthly Extension Fee was made by Hercules Capital Management Corp, the sponsor of the Company (the “Sponsor”). The Company issued an unsecured promissory note in the aggregate principal amount of $150,000 (the “Extension Note”) dated January 5, 2026 to the Sponsor in connection with the payment of the Monthly Extension Fee.

The Extension Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry of the term of the Company (the “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Extension Note may be accelerated.

The payee of the Extension Note, the Sponsor, has the right, but not the obligation, to convert the Extension Note, in whole or in part, respectively, into private units (the “Units”) of the Company, each consisting of one Class A ordinary share, par value $0.0001 per share (the “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, 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 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 under the Extension Note by (y) $10.00.

The issuance of the Extension Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Extension Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Extension Note does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Extension Note.

1

Promissory Note – Working Capital

On January 6, 2026, the Company issued an unsecured promissory note (the “Sponsor Note”) in the principal amount of up to $300,000 to the Sponsor. The proceeds of the Sponsor 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 Sponsor Note bears no interest and is payable in full upon the earlier to occur of the Maturity Date. The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Sponsor Note may be accelerated.

The payee of the Sponsor Note, the Sponsor, has the right, but not the obligation, to convert the Sponsor Note, in whole or in part, respectively, into Units 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 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 under the Sponsor Note by (y) $10.00.

The issuance of the Sponsor Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Sponsor Note is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Sponsor Note does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Sponsor Note.

Item 3.02 Unregistered Sales of Equity Securities

The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Units (and the underlying securities) issuable upon conversion of the Extension Note or the Sponsor Note, if any, respectively, (1) may not, subject to certain limited exceptions, be transferable or salable by the Sponsor until the completion of the Company’s initial business combination and (2) are entitled to registration rights.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description of Exhibits
10.1		Sponsor Extension Promissory Note dated January 5, 2026, issued by the Company to Hercules Capital Management Corp.
10.2		Sponsor Working Capital Note dated January 6, 2026, issued by the Company to Hercules Capital Management Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2

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: January 9, 2026

3

FAQ

What financing did Eureka Acquisition Corp (EURK) obtain from its sponsor?

Eureka Acquisition Corp issued a zero-interest $150,000 Extension Note and a zero-interest Sponsor Note of up to $300,000 to Hercules Capital Management Corp.

How did EURK extend its SPAC business combination deadline?

On January 2, 2026, the sponsor deposited $150,000 into the trust account, allowing Eureka Acquisition Corp to extend its initial business combination deadline from January 3, 2026 to February 3, 2026.

What are the key terms of Eureka’s Extension Note and Sponsor Note?

Both notes bear no interest, are payable at the earlier of a business combination or the company’s expiry, and can be converted at the sponsor’s option into units at $10.00 per unit.

What does each private unit of Eureka Acquisition Corp represent?

Each unit consists of one Class A ordinary share and one right to receive one-fifth (1/5) of a Class A ordinary share upon completion of a business combination.

Are the securities issuable upon conversion of EURK’s notes registered?

The notes were issued under a Section 4(a)(2) exemption, and any units issued upon conversion will be restricted from transfer until completion of the initial business combination and will have registration rights.

What will the working capital from the Sponsor Note be used for at EURK?

Proceeds from the up to $300,000 Sponsor Note may be drawn down until the initial business combination and will be used for general working capital purposes.