Eureka Acquisition (NASDAQ: EURK) holders back SPAC deadline extension and redemptions

Rhea-AI Filing Summary

Eureka Acquisition Corp reported shareholder approval to extend its deadline to complete a business combination to July 3, 2026, with the option of up to twelve additional one‑month extensions to July 3, 2027. Each Monthly Extension requires a $8,253.03 deposit into the company’s trust account. If a Monthly Extension Fee is not paid and remains unpaid after a 30‑day Cure Period, the company must cease operations other than winding up and proceed to liquidate and dissolve.

Shareholders also approved the engagement of Marcum Asia CPAs LLP as auditor for the year ending September 30, 2026. In connection with the charter amendment vote, holders of 2,655,132 Class A ordinary shares elected redemption, leaving 733,101 Class A and 1,437,500 Class B ordinary shares outstanding.

Insights

SPAC structure analyst

Eureka’s SPAC gains up to a year more to find a deal, but with a much smaller public float.

The amended charter gives Eureka Acquisition Corp until July 3, 2026, plus up to twelve one‑month extensions to July 3, 2027, to complete a business combination. Each extension requires a $8,253.03 Monthly Extension Fee paid into the trust account, formalized via a trust agreement amendment.

A 30‑day Cure Period applies if an extension payment is late; failure to cure requires the company to stop normal operations and liquidate, similar to missing the original deadline. This mechanic sets a clear procedural trigger tied to funding the extensions.

Redemptions of 2,655,132 Class A shares left 733,101 Class A and 1,437,500 Class B shares outstanding. This significantly reduces the public share base, concentrating ownership and likely lowering the cash pool associated with redeemable shares, though exact cash levels are not quantified in the excerpt.

8-K Event Classification

5 items: 1.01, 5.03, 5.07, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Monthly Extension Fee: $8,253.03 per month Initial business combination deadline: July 3, 2026 Maximum extended deadline: July 3, 2027 +5 more

8 metrics

Monthly Extension Fee $8,253.03 per month Deposit into trust account for each Monthly Extension

Initial business combination deadline July 3, 2026 Base deadline to complete a business combination under Amended Charter

Maximum extended deadline July 3, 2027 After up to twelve one-month extensions under Amended Charter

Cure Period 30 days Time to pay any past due Monthly Extension Fee before liquidation trigger

Class A shares before vote 3,388,233 shares Class A ordinary shares outstanding as of June 5, 2026 record date

Class B shares before vote 1,437,500 shares Class B ordinary shares outstanding as of June 5, 2026 record date

Class A shares redeemed 2,655,132 shares Class A ordinary shares submitted for redemption with charter amendment

Class A shares after redemptions 733,101 shares Class A ordinary shares outstanding after redemptions

Key Terms

Material Definitive Agreement, Monthly Extension Fee, trust account, Extraordinary General Meeting, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement."

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Monthly Extension Fee financial

"for each Monthly Extension... the amount of $ 8,253.03 (the “Monthly Extension Fee”)"

trust account financial

"shall be deposited into the trust account of the Company"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

Extraordinary General Meeting regulatory

"in connection with the Company’s extraordinary general meeting in lieu of an annual meeting of shareholders"

Charter Amendment Proposal regulatory

"to approve, among the others, the Charter Amendment Proposal"

Amended Charter regulatory

"the substitution in their place of the Fourth Amended and Restated Memorandum and Articles of Association (the “Amended Charter”)"

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Available on EDGAR 07/06/2026 - 04:01 PM Accepted by SEC EDGAR 07/06/2026 - 04:00 PM Learn about SEC filing dates

FAQ

What deadline extension did Eureka Acquisition Corp (EURK) obtain for its business combination?

Eureka Acquisition Corp’s amended charter allows it to complete a business combination by July 3, 2026, with the option of up to twelve one-month extensions, potentially pushing the deadline to July 3, 2027, if each Monthly Extension is elected and funded.

How much is Eureka Acquisition Corp’s Monthly Extension Fee under the trust amendment?

For each Monthly Extension, Eureka Acquisition Corp must deposit a Monthly Extension Fee of $8,253.03 into its trust account. This payment is required for each one-month extension period the company elects to use under the amended charter framework.

What happens if Eureka Acquisition Corp fails to pay the Monthly Extension Fee on time?

If a Monthly Extension Fee is not deposited by the third day of the month, Eureka Acquisition Corp has a 30-day Cure Period. Failure to make the past-due payment during this period requires the company to stop normal operations and proceed to wind up and liquidate.

How did shareholder redemptions affect Eureka Acquisition Corp’s Class A share count?

In connection with the charter amendment vote, holders of 2,655,132 Class A ordinary shares elected redemption. After these redemptions, Eureka Acquisition Corp had 733,101 Class A ordinary shares and 1,437,500 Class B ordinary shares issued and outstanding.

Which auditor did Eureka Acquisition Corp (EURK) shareholders approve for 2026?

Shareholders approved Marcum Asia CPAs LLP as Eureka Acquisition Corp’s independent registered public accounting firm. The engagement covers the company’s financial statements for the year ending September 30, 2026, as disclosed in the shareholder meeting voting results.

What were the voting results for Eureka Acquisition Corp’s charter amendment proposal?

The charter amendment proposal received 3,135,502 votes for, 611,629 votes against, and zero abstentions. This approval allowed the company to extend its business combination deadline and adopt the new Fourth Amended and Restated Memorandum and Articles of Association.

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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): June 29, 2026

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)		(IRS Employer 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.

On June 30, 2026, Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”) entered into an amendment to the trust agreement dated July 2, 2024, 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 Trust Amendment was entered in connection with the Company’s extraordinary general meeting in lieu of an annual meeting of shareholders held on June 29, 2026 (the “Extraordinary General Meeting”) to approve, among the others, the Charter Amendment Proposal (as defined below).

The Trust Amendment provides that, among the others, for each Monthly Extension (as defined below), the amount of $ 8,253.03 (the “Monthly Extension Fee”) shall be deposited into the trust account of the Company, 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, 2026, 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. A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 29, 2026, the Company held 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 Third Amended and Restated Memorandum and Articles of Association (the “Charter”), 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 12 times, each by an additional one-month extension, for a total of up to 12 months to July 3, 2026, be deleted in their entirety and the substitution in their place of the Fourth Amended and Restated Memorandum and Articles of Association (the “Amended Charter”) to provide that that the Company has until July 3, 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 Extensions”), for a total of up to 12 months to July 3, 2027.

A copy of the Amended Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. The disclosures set forth in this Item 5.03 are intended to be summaries only and are qualified in their entirety by reference to the Amended Charter.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 5, 2026, the record date of the Shareholder Meeting, there were 3,388,233 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and 1,437,500 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), issued and outstanding, respectively, voting as a single class, approximately 77.7% of which were represented in person or by proxy at the Extraordinary General Meeting.

1

The final results for the matter submitted to a vote of the Company’s shareholders at the Extraordinary General Meeting are as follows:

1. The Charter Amendment Proposal

The shareholders approved the proposal to amend the Company’s Charter to provide that the Company has until July 3, 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, for a total of up to 12 months to July 3, 2027. The voting results were as follows:

FOR		AGAINST		ABSTAIN
3,135,502		611,629		0

2. The Auditor Appointment Proposal

The shareholders approved the proposal to approve the engagement of Marcum Asia CPAs LLP to serve as the Company’s independent registered public accounting firm for the year ending September 30, 2026. The voting results were as follows: 

FOR		AGAINST		ABSTAIN
3,195,270		551,861		0

Item 8.01. Other Events.

In connection with the votes to approve the Charter Amendment Proposal, 2,655,132 Class A Ordinary Shares of the Company were rendered for redemption. As a result, the Company has 733,101 Class A Ordinary Shares and 1,437,500 Class B Ordinary Share issued and outstanding, respectively.

2

Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibits
3.1		Fourth Amended and Restated Memorandum and Articles of Association, dated June 29, 2026.
10.1		Amendment to the Investment Management Trust Agreement dated June 30, 2026, between the Company and Continental Stock Transfer & Trust Company.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

3

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: July 6, 2026

4

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT DATED JUNE 30, 2026, BETW 11.9 KB

Other Documents

• EX-3.1 FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION, DATED JUNE 2 540.7 KB
• EX-101 XBRL SCHEMA FILE 4.1 KB
• EX-101 XBRL DEFINITION FILE 26.7 KB
• EX-101 XBRL LABEL FILE 37.0 KB
• EX-101 XBRL PRESENTATION FILE 25.3 KB