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  4. [8-K] Eureka Acquisition Corp Reports Material Event

Eureka warned on Nasdaq float, $35M value

EURK has until Oct. 12, 2026 to submit a public-float compliance plan, and until Feb. 23, 2027 to lift MVLS above $35M for 10 days or face delisting risk.

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Eureka Acquisition Corp (EURK) reported that Nasdaq notified it on August 27, 2026 that it is no longer in compliance with two continued listing standards. The company fell below the minimum 500,000 publicly held shares required under Nasdaq Listing Rule 5550(a)(4), and below the $35 million Market Value of Listed Securities threshold under Nasdaq Listing Rule 5550(b)(2) for 30 consecutive business days.

The public float deficiency triggers a 45-day period, until October 12, 2026, for Eureka Acquisition Corp to submit a compliance plan, which may lead to an extension if accepted. For the MVLS deficiency, the company has a 180-day compliance period until February 23, 2027, during which its MVLS must be at least $35 million for a minimum of 10 consecutive business days to regain compliance. Both notices are described as deficiency notifications only and do not immediately affect the current listing or trading of the company’s securities, though failure to regain compliance could ultimately result in delisting, subject to potential appeal rights.

Positive

  • None.

Negative

  • Non-compliance with Nasdaq public float requirement: Eureka Acquisition Corp was notified that it no longer meets the 500,000 publicly held shares minimum under Nasdaq Listing Rule 5550(a)(4), raising a risk of eventual delisting if compliance is not restored.
  • Non-compliance with Nasdaq MVLS requirement: The company’s Market Value of Listed Securities has been below $35 million for 30 consecutive business days, triggering a 180-day compliance period and potential delisting risk if the threshold is not met for 10 consecutive business days.

Insights

Analyzing...

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Minimum publicly held shares requirement 500,000 publicly held shares Threshold for continued listing under Nasdaq Listing Rule 5550(a)(4)
Minimum Market Value of Listed Securities $35 million MVLS Required for continued listing under Nasdaq Listing Rule 5550(b)(2)
Public float plan deadline October 12, 2026 45 calendar days from August 27, 2026 to submit compliance plan to Nasdaq
MVLS compliance period end February 23, 2027 180 calendar days from notice date to regain MVLS compliance
MVLS compliance business days 10 consecutive business days Period MVLS must be at least $35 million to regain compliance
publicly held shares market
"it no longer met the minimum 500,000 publicly held shares required"
Shares that are publicly held are portions of a company that any investor can buy or sell on public markets, like slices of a pie owned by many people rather than a few insiders. They matter because they determine how easy it is to trade the stock, influence company control through voting and can affect price swings and dividend payments as supply and demand change in the market.
Market Value of Listed Securities market
"the market value of listed securities (“MVLS”) for the Company was below"
Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.
Nasdaq Listing Rule 5550(a)(4) regulatory
"required to maintain continued listing as set forth in Nasdaq’s Listing Rule 5550(a)(4)"
Nasdaq Listing Rule 5550(b)(2) regulatory
"minimum MVLS requirement for continued listing ... under Nasdaq Listing Rule 5550(b)(2)"
Nasdaq Listing Rule 5810(c)(3)(C) regulatory
"In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days"
Compliance Period regulatory
"until February 23, 2027 (the “Compliance Period”)"
A compliance period is a defined stretch of time during which a company must meet specific legal, regulatory, or contractual rules and reporting requirements. Think of it like a scheduled inspection window or a homework deadline: failing to satisfy the rules within that window can trigger fines, restrictions, or extra oversight, so investors watch compliance periods as signals of near-term legal risk, potential costs, and impacts on a company’s operations or cash flow.

FAQ

What Nasdaq listing deficiencies did Eureka Acquisition Corp (EURK) disclose?
Eureka Acquisition Corp disclosed that it no longer meets Nasdaq’s 500,000 publicly held shares minimum under Listing Rule 5550(a)(4) and has been below the $35 million Market Value of Listed Securities requirement under Listing Rule 5550(b)(2) for 30 consecutive business days.

Does the Nasdaq deficiency notice mean EURK is being immediately delisted?
No. Both Nasdaq notices are described as notifications of deficiency, not of imminent delisting, and they have no current effect on the listing or trading of Eureka Acquisition Corp’s securities.

How long does Eureka Acquisition Corp (EURK) have to address the public float deficiency?
Eureka Acquisition Corp has 45 calendar days, until October 12, 2026, to submit a plan to Nasdaq to regain compliance with the 500,000 publicly held shares requirement under Nasdaq Listing Rule 5550(a)(4).

What is the compliance period for EURK to fix the Market Value of Listed Securities issue?
Under Nasdaq Listing Rule 5810(c)(3)(C), Eureka Acquisition Corp has 180 calendar days, until February 23, 2027, to regain compliance, which requires its Market Value of Listed Securities to be at least $35 million for 10 consecutive business days.

What happens if Eureka Acquisition Corp (EURK) does not regain Nasdaq compliance?
If Eureka Acquisition Corp does not regain compliance within the applicable periods, Nasdaq may notify the company that its securities are subject to delisting. In that event, Nasdaq rules allow the company to appeal the determination to a Hearings Panel.

Is Eureka Acquisition Corp (EURK) taking any steps regarding the Nasdaq MVLS deficiency?
The company states that it is monitoring its Market Value of Listed Securities and evaluating options to regain compliance with the $35 million requirement, but it notes there can be no assurance that compliance will be regained or maintained.

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

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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): September 2, 2026 (August 27, 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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

Nasdaq Public Float Requirement

 

On August 27, 2026, Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”) received written notice (the “Public Float Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it no longer met the minimum 500,000 publicly held shares required to maintain continued listing as set forth in Nasdaq’s Listing Rule 5550(a)(4) (the “Public Float Rule”). The Public Float Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities.

 

Under applicable Nasdaq rules, the Company will have 45 calendar days, or until October 12, 2026 to provide Nasdaq a plan to regain compliance with the continued listing requirements, and then, if the plan is accepted, the Company may be granted an extension period to regain compliance with the Public Float Rule. If the plan is not accepted, under Nasdaq Listing Rule 5815(a), the Company may appeal the decision to a Hearings Panel. There can be no assurance that any such appeal would be successful.

 

Nasdaq Market Value of Listed Securities Requirement

 

On the same day, the Company received written notice (the “MVLS Notice”) from the Listing Qualifications Department of Nasdaq that, for the previous 30 consecutive business days, the market value of listed securities (“MVLS”) for the Company was below the $35 million minimum MVLS requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). The MVLS Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities.

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until February 23, 2027 (the “Compliance Period”), to regain compliance with the MVLS Rule. To regain compliance with the MVLS Rule, the MVLS for the Company must be at least $35 million for a minimum of 10 consecutive business days at any time during this Compliance Period. If the Company regains compliance with the MVLS Rule, Nasdaq will provide the Company with written confirmation and will close the matter.

 

If the Company does not regain compliance with the MVLS Rule during the Compliance Period, Nasdaq will provide written notification that its securities will be subject to delisting. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal to Nasdaq’s determination.

 

The Company is monitoring its MVLS and evaluating options to regain compliance with the MVLS Rule. However, there can be no assurance that the Company will be able to regain or maintain compliance with the MVLS Rule.

 

Forward-Looking Statements

 

The Company makes forward-looking statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts for future events. These forward-looking statements are based on information available to us as of the date of this report, and involve substantial risks and uncertainties. Actual results may vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including the Company’s ability to submit a plan of compliance satisfactory to Nasdaq, its ability to evidence that it has a minimum $35 million market value of the listed shares, its ability to regain compliance with Public Float Rule and other risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission. The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events, or developments or otherwise.

 

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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: September 2, 2026    

 

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Source: View Original Filing on SEC EDGAR

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