EURK 8-K: Promissory Note Extension with Hercules Capital on Oct 6, 2025

Rhea-AI Filing Summary

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.

Positive

• Material financing event disclosed via an 8-K, increasing transparency for investors
• Counterparty identified as Hercules Capital Management Corp., enabling stakeholders to track creditor relationship

Negative

• No monetary or term details disclosed in the filing text, limiting immediate assessment of financial impact
• Material debt document exists, indicating an outstanding or extended obligation that could affect liquidity depending on unseen terms

Insights

Corporate Finance Counsel

TL;DR: A material promissory note extension was filed, altering the company’s financing paperwork.

The filing records an Extension Promissory Note executed on October 6, 2025 with Hercules Capital Management Corp. Such notes typically amend payment timing or terms and are treated as material because they change contractual obligations.

Because the 8-K text omits monetary amounts, interest, and maturity, the precise impact on liquidity, covenant compliance, and EBITDA coverage cannot be determined from this disclosure alone; investors should review the note exhibit for concrete terms within the near term.

Investor Relations Analyst

TL;DR: The company formally disclosed a financing-related amendment, signaling updated creditor arrangements.

The item was filed as a material agreement (Item 10.1), showing the company and a named creditor agreed documentation was significant enough to report. That formal disclosure helps maintain public transparency about outstanding obligations.

Absent dollar amounts or maturities in the text, the next concrete data point to seek is the exhibit showing principal, interest rate, and new maturity to assess near-term cash flow or refinancing needs.

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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): October 6, 2025

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

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 October 3, 2025 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 October 1, 2025, 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 October 3, 2025 to November 3, 2025 (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 October 6, 2025 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 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.

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 Note, if any, (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		Extension Promissory Note dated October 6, 2025, issued by the Company to Hercules Capital Management Corp.
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: October 7, 2025

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FAQ

What did EURK disclose in the 8-K filed October 6, 2025?

The company disclosed an Extension Promissory Note dated October 6, 2025 issued to Hercules Capital Management Corp. listed as Item 10.1.

Does the filing state the dollar amount of the promissory note for EURK?

No. The text provided does not include any monetary amounts or interest and maturity terms; those details are likely in the exhibit.

Who is the lender named in EURK's 8-K promissory note?

The lender is Hercules Capital Management Corp.

Is this promissory note considered material for EURK?

Yes. The document is filed as a material agreement (Item 10.1), which signals it is material to the company.

Where can I find the specific terms of the extension note for EURK?

The specific terms should appear in the exhibit referenced in the 8-K; review the attached Item 10.1 exhibit for principal, rate, and maturity details.