Eureka Acquisition amends merger director terms

Eureka Acquisition Corp filed a current report describing an amendment to its previously announced business combination agreement with Marine Thinking Inc. and its wholly owned Amalgamation Sub.

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Filing Sentiment

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Form Type

8-K

Rhea-AI Filing Summary

Eureka Acquisition Corp filed a current report describing an amendment to its previously announced business combination agreement with Marine Thinking Inc. and its wholly owned Amalgamation Sub. The original agreement was signed on October 29, 2025 under the Canada Business Corporations Act framework.

On June 12, 2026, the parties executed Amendment No. 1, which changes section 5.19 of the agreement to revise the requirements for the post-closing directors of Eureka Acquisition Corp. All other terms of the business combination agreement remain unchanged and in full force. The complete amendment text is filed as Exhibit 2.1 to this report.

8-K Event Classification

2 items: 1.01, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Terms

Material Definitive Agreement, Business Combination Agreement, Amalgamation Sub, Emerging growth company

4 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.

Business Combination Agreement financial

"entered into a business combination agreement on October 29, 2025, (the “BCA”)"

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.

Amalgamation Sub financial

"a wholly-owned subsidiary of the SPAC (the “Amalgamation Sub,” together with the SPAC and the Company"

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Eureka Acquisition Corp (EURK) change in its business combination agreement?

Eureka Acquisition Corp amended its business combination agreement to revise section 5.19, which covers requirements for post-closing directors. All other provisions of the agreement remain unchanged and in full force according to the June 12, 2026 amendment.

Who are the parties to Eureka Acquisition Corp’s amended business combination agreement?

The agreement involves Eureka Acquisition Corp as the SPAC, Marine Thinking Inc. incorporated under the Canada Business Corporations Act, and 17358750 Canada Inc., a CBCA company wholly owned by the SPAC, serving as the Amalgamation Sub in the planned business combination.

When did Eureka Acquisition Corp and Marine Thinking Inc. sign the original business combination agreement?

The original business combination agreement between Eureka Acquisition Corp, Marine Thinking Inc., and the Amalgamation Sub was signed on October 29, 2025. The June 12, 2026 Amendment No. 1 modifies only section 5.19 related to post-closing director requirements.

What is Amendment No. 1 in Eureka Acquisition Corp’s June 2026 Form 8-K?

Amendment No. 1 is a written amendment to the business combination agreement, executed June 12, 2026, under section 9.4 of that agreement. It changes the requirements for post-closing directors and is filed as Exhibit 2.1 to the current report.

Does the amendment affect other terms of the Eureka Acquisition Corp business combination?

The filing states that, except as expressly provided in Amendment No. 1, all provisions of the business combination agreement remain unchanged and in full force and effect. Only the director requirement section, identified as section 5.19, is revised by this amendment.

Where can investors read the full text of Eureka Acquisition Corp’s amendment?

The full text of Amendment No. 1 to the business combination agreement is included as Exhibit 2.1 to the current report. The Form 8-K explains that its brief description is qualified in its entirety by reference to this attached exhibit.

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Accepted by SEC EDGAR 06/23/2026 - 06:05 AM EDT

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)

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

5 documents