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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):
April 6, 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.
On April 6, 2026, Eureka Acquisition
Corp (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Staff
of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company no longer complies with the Nasdaq Capital Market
continued listing criteria set forth in Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”), which requires
the Company to maintain a minimum of 300 public holders for continued listing on Nasdaq. The 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 on the Nasdaq.
The Notice states that the
Company has 45 calendar days, or until May 21, 2026, to submit a plan to regain compliance with the Minimum Public Holders Rule. If the
Company is unable to regain compliance by that date, the Company intends to submit a plan to regain compliance with the Minimum Public
Holders Rule within the required timeframe. If Nasdaq accepts the Company’s compliance plan, then Nasdaq may grant the Company an
extension of up to180 calendar days from the date of the Notice to evidence compliance. If Nasdaq does not accept the Company’s
plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel.
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 of 300 public holders, 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.
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: April 8, 2026 |
|
|