[10-Q] Eureka Acquisition Corp Unit Quarterly Earnings Report
Eureka Acquisition Corp reported that its trust account holds approximately $60.0 million in investments while available cash for working capital is about $274,174, leaving working capital of $94,338 (excluding public redemptions funded from the trust). During the period, approximately 2,819,767 Class A shares were redeemed, and the company recorded a $29.45 million public shareholder redemption payable drawn from the Trust Account.
The company recognized interest income of $605,749 for the quarter and $1.894 million for the nine months, producing reported net income before accretion. However, accretion of the redeemable shares to redemption value totaled $4.02 million for the nine months, and management discloses substantial doubt about the company’s ability to continue as a going concern absent a business combination or additional financing. The charter was amended to permit monthly one-month extensions (each costing $150,000), and $300,000 of extension fees had been deposited to extend the combination period.
Eureka Acquisition Corp ha comunicato che il conto fiduciario contiene circa $60.0 million in investimenti, mentre la liquidità disponibile per il capitale operativo è di circa $274,174, lasciando un capitale operativo di $94,338 (escluse le richieste di rimborso pubbliche finanziate dal trust). Nel periodo sono state rimborsate circa 2,819,767 azioni di Classe A e la società ha registrato un debito per rimborsi agli azionisti pubblici di $29.45 million, addebitato sul conto fiduciario.
La società ha contabilizzato proventi da interessi per $605,749 nel trimestre e per $1.894 million nei nove mesi, realizzando utile netto prima dell'accrescimento. Tuttavia, l'accrescimento delle azioni rimborsabili fino al valore di rimborso è stato di $4.02 million nei nove mesi, e la direzione dichiara notevoli dubbi sulla capacità dell’azienda di proseguire l’attività come going concern in assenza di una fusione o di finanziamenti aggiuntivi. Lo statuto è stato modificato per consentire proroghe mensili di un mese (ciascuna al costo di $150,000) e sono stati depositati $300,000 di commissioni per estendere il periodo per la combinazione.
Eureka Acquisition Corp informó que su cuenta fiduciaria mantiene aproximadamente $60.0 million en inversiones, mientras que el efectivo disponible para capital de trabajo es de alrededor de $274,174, dejando capital de trabajo por $94,338 (excluyendo los reembolsos públicos financiados desde el fideicomiso). Durante el periodo se reembolsaron aproximadamente 2,819,767 acciones Clase A y la compañía registró un pasivo por reembolsos a accionistas públicos por $29.45 million, cargado a la cuenta del fideicomiso.
La compañía reconoció ingresos por intereses de $605,749 en el trimestre y de $1.894 million en los nueve meses, reportando utilidad neta antes de la acreción. No obstante, la acreción de las acciones redimibles hasta su valor de reembolso totalizó $4.02 million en los nueve meses, y la dirección declara dudas sustanciales sobre la capacidad de la empresa para continuar como empresa en funcionamiento sin una combinación de negocios o financiamiento adicional. La carta constitutiva se enmendó para permitir prórrogas mensuales de un mes (cada una con un costo de $150,000), y se depositaron $300,000 en honorarios de extensión para ampliar el periodo de combinación.
Eureka Acquisition Corp는 신탁계정에 약 $60.0 million의 투자금이 보유되어 있으며, 운전자본용 사용 가능한 현금은 약 $274,174로 운전자본은 $94,338이라고 보고했습니다(신탁에서 충당된 공개 주주 환매는 제외). 해당 기간 동안 약 2,819,767주의 클래스 A 주식이 환매되었고 회사는 신탁계정에서 차감되는 공개 주주 환매 미지급금 $29.45 million을 계상했습니다.
회사는 분기 동안 $605,749, 9개월 동안 $1.894 million의 이자수익을 인식해 어크리션 전 순이익을 기록했습니다. 다만 환매가능주식을 환매가치로 상향조정한 어크리션 합계는 9개월 동안 $4.02 million에 달했으며, 경영진은 사업결합이나 추가 자금조달이 없을 경우 회사의 계속기업으로서의 존속능력에 대해 중대한 의문을 표명하고 있습니다. 정관은 매월 각각 한 달씩 연장할 수 있도록 개정되었고(각 연장 비용 $150,000), 결합 기간 연장을 위해 $300,000의 연장 수수료가 예치되었습니다.
Eureka Acquisition Corp a indiqué que son compte fiduciaire détient environ $60.0 million en investissements, tandis que la trésorerie disponible pour le fonds de roulement est d'environ $274,174, laissant un fonds de roulement de $94,338 (hors remboursements publics financés depuis le trust). Au cours de la période, environ 2,819,767 actions de catégorie A ont été rachetées, et la société a constaté un passif pour remboursements aux actionnaires publics de $29.45 million, prélevé sur le compte fiduciaire.
La société a comptabilisé des produits d'intérêts de $605,749 pour le trimestre et de $1.894 million pour les neuf mois, affichant un résultat net avant accrétion. Cependant, l'accrétion des actions remboursables jusqu'à la valeur de remboursement s'est élevée à $4.02 million sur neuf mois, et la direction fait état de doutes importants quant à la capacité de la société à poursuivre son activité sans une opération de fusion/acquisition ou un financement additionnel. Les statuts ont été modifiés pour permettre des prolongations mensuelles d'un mois (chacune coûtant $150,000), et $300,000 de frais d'extension ont été déposés pour prolonger la période de combinaison.
Eureka Acquisition Corp gab an, dass ihr Treuhandkonto rund $60.0 million an Investitionen hält, während verfügbare liquide Mittel für das Betriebskapital etwa $274,174 betragen, was ein Betriebskapital von $94,338 ergibt (ohne öffentliche Rücknahmen, die aus dem Treuhandkonto finanziert werden). Im Berichtszeitraum wurden etwa 2,819,767 Class‑A‑Aktien zurückgenommen, und das Unternehmen hat eine Verbindlichkeit für öffentliche Aktionärsrücknahmen in Höhe von $29.45 million ausgewiesen, die dem Treuhandkonto belastet wurde.
Das Unternehmen erkannte Zinserträge von $605,749 im Quartal und $1.894 million für die neun Monate an und meldete einen Nettogewinn vor Aufzinsung. Die Aufzinsung der rücknahmefähigen Aktien auf den Rücknahmewert belief sich jedoch in den neun Monaten auf insgesamt $4.02 million, und das Management äußert erhebliche Zweifel an der Fähigkeit des Unternehmens, ohne eine Unternehmenszusammenführung oder zusätzliche Finanzierung als fortführendes Unternehmen zu bestehen. Die Satzung wurde dahingehend geändert, monatliche Verlängerungen um jeweils einen Monat zu ermöglichen (jeweils mit Kosten von $150,000), und $300,000 an Verlängerungsgebühren wurden hinterlegt, um den Kombinationszeitraum zu verlängern.
- $60.0 million held in the Trust Account, preserving funds for potential redemptions or transaction consideration
- Recorded $1.894 million interest income for nine months, producing positive net income before accretion
- Low unrestricted cash balance of $274,174 and working capital of $94,338, limiting ability to fund transaction expenses
- Accretion of redeemable shares to redemption value of $4.02 million (nine months) materially reduced retained earnings and increased reported liability
- Approximately $29.45 million of public shareholder redemptions occurred, decreasing redeemable shares and altering Trust Account composition
- Trust amendment requires recurring $150,000 monthly extension fees with a 30-day cure; failure to pay triggers immediate wind-up and liquidation
- Management concluded there is substantial doubt about the company’s ability to continue as a going concern absent a business combination or financing
Insights
TL;DR: Substantial trust assets but limited working capital; redemptions and accretion pressure reported equity and raise liquidity concerns.
Eureka holds ~$60.0M in its Trust Account, which secures potential redemptions, and reported quarter interest income driving positive operating results before accretion. Material shareholder redemptions of ~$29.45M reduced the number of redeemable shares and released cash from the Trust. The company’s unrestricted cash is $274k with working capital of $94k, highlighting constrained liquidity for transaction-related expenses. Accretion to redemption value of $4.02M for the nine months reduces retained earnings and magnifies the economics of the SPAC structure. The amended charter and deposited extension fees ($300k to date) buy time but create recurring extension obligations of $150k per month. Overall, the Trust provides transactional optionality, but low non-trust cash and accretion pressure are material near-term concerns.
TL;DR: Governance and timeline changes extend runway but introduce extension-fee risk and potential liquidation triggers.
The company amended its charter to permit up to 12 monthly one-month extensions and entered a Trust Amendment requiring a $150k Monthly Extension Fee with a 30-day cure period. Failure to timely fund past-due fees triggers immediate wind-up and liquidation consequences. While $300k has been deposited to extend the combination period so far, the obligation is ongoing and may require further related-party funding (not yet committed). Management explicitly states substantial doubt about going concern absent a business combination or additional financing. The combination of mandatory extension fees, low working capital ($94k), and potential immediate liquidation upon missed payments constitutes a material operational and liquidity risk.
Eureka Acquisition Corp ha comunicato che il conto fiduciario contiene circa $60.0 million in investimenti, mentre la liquidità disponibile per il capitale operativo è di circa $274,174, lasciando un capitale operativo di $94,338 (escluse le richieste di rimborso pubbliche finanziate dal trust). Nel periodo sono state rimborsate circa 2,819,767 azioni di Classe A e la società ha registrato un debito per rimborsi agli azionisti pubblici di $29.45 million, addebitato sul conto fiduciario.
La società ha contabilizzato proventi da interessi per $605,749 nel trimestre e per $1.894 million nei nove mesi, realizzando utile netto prima dell'accrescimento. Tuttavia, l'accrescimento delle azioni rimborsabili fino al valore di rimborso è stato di $4.02 million nei nove mesi, e la direzione dichiara notevoli dubbi sulla capacità dell’azienda di proseguire l’attività come going concern in assenza di una fusione o di finanziamenti aggiuntivi. Lo statuto è stato modificato per consentire proroghe mensili di un mese (ciascuna al costo di $150,000) e sono stati depositati $300,000 di commissioni per estendere il periodo per la combinazione.
Eureka Acquisition Corp informó que su cuenta fiduciaria mantiene aproximadamente $60.0 million en inversiones, mientras que el efectivo disponible para capital de trabajo es de alrededor de $274,174, dejando capital de trabajo por $94,338 (excluyendo los reembolsos públicos financiados desde el fideicomiso). Durante el periodo se reembolsaron aproximadamente 2,819,767 acciones Clase A y la compañía registró un pasivo por reembolsos a accionistas públicos por $29.45 million, cargado a la cuenta del fideicomiso.
La compañía reconoció ingresos por intereses de $605,749 en el trimestre y de $1.894 million en los nueve meses, reportando utilidad neta antes de la acreción. No obstante, la acreción de las acciones redimibles hasta su valor de reembolso totalizó $4.02 million en los nueve meses, y la dirección declara dudas sustanciales sobre la capacidad de la empresa para continuar como empresa en funcionamiento sin una combinación de negocios o financiamiento adicional. La carta constitutiva se enmendó para permitir prórrogas mensuales de un mes (cada una con un costo de $150,000), y se depositaron $300,000 en honorarios de extensión para ampliar el periodo de combinación.
Eureka Acquisition Corp는 신탁계정에 약 $60.0 million의 투자금이 보유되어 있으며, 운전자본용 사용 가능한 현금은 약 $274,174로 운전자본은 $94,338이라고 보고했습니다(신탁에서 충당된 공개 주주 환매는 제외). 해당 기간 동안 약 2,819,767주의 클래스 A 주식이 환매되었고 회사는 신탁계정에서 차감되는 공개 주주 환매 미지급금 $29.45 million을 계상했습니다.
회사는 분기 동안 $605,749, 9개월 동안 $1.894 million의 이자수익을 인식해 어크리션 전 순이익을 기록했습니다. 다만 환매가능주식을 환매가치로 상향조정한 어크리션 합계는 9개월 동안 $4.02 million에 달했으며, 경영진은 사업결합이나 추가 자금조달이 없을 경우 회사의 계속기업으로서의 존속능력에 대해 중대한 의문을 표명하고 있습니다. 정관은 매월 각각 한 달씩 연장할 수 있도록 개정되었고(각 연장 비용 $150,000), 결합 기간 연장을 위해 $300,000의 연장 수수료가 예치되었습니다.
Eureka Acquisition Corp a indiqué que son compte fiduciaire détient environ $60.0 million en investissements, tandis que la trésorerie disponible pour le fonds de roulement est d'environ $274,174, laissant un fonds de roulement de $94,338 (hors remboursements publics financés depuis le trust). Au cours de la période, environ 2,819,767 actions de catégorie A ont été rachetées, et la société a constaté un passif pour remboursements aux actionnaires publics de $29.45 million, prélevé sur le compte fiduciaire.
La société a comptabilisé des produits d'intérêts de $605,749 pour le trimestre et de $1.894 million pour les neuf mois, affichant un résultat net avant accrétion. Cependant, l'accrétion des actions remboursables jusqu'à la valeur de remboursement s'est élevée à $4.02 million sur neuf mois, et la direction fait état de doutes importants quant à la capacité de la société à poursuivre son activité sans une opération de fusion/acquisition ou un financement additionnel. Les statuts ont été modifiés pour permettre des prolongations mensuelles d'un mois (chacune coûtant $150,000), et $300,000 de frais d'extension ont été déposés pour prolonger la période de combinaison.
Eureka Acquisition Corp gab an, dass ihr Treuhandkonto rund $60.0 million an Investitionen hält, während verfügbare liquide Mittel für das Betriebskapital etwa $274,174 betragen, was ein Betriebskapital von $94,338 ergibt (ohne öffentliche Rücknahmen, die aus dem Treuhandkonto finanziert werden). Im Berichtszeitraum wurden etwa 2,819,767 Class‑A‑Aktien zurückgenommen, und das Unternehmen hat eine Verbindlichkeit für öffentliche Aktionärsrücknahmen in Höhe von $29.45 million ausgewiesen, die dem Treuhandkonto belastet wurde.
Das Unternehmen erkannte Zinserträge von $605,749 im Quartal und $1.894 million für die neun Monate an und meldete einen Nettogewinn vor Aufzinsung. Die Aufzinsung der rücknahmefähigen Aktien auf den Rücknahmewert belief sich jedoch in den neun Monaten auf insgesamt $4.02 million, und das Management äußert erhebliche Zweifel an der Fähigkeit des Unternehmens, ohne eine Unternehmenszusammenführung oder zusätzliche Finanzierung als fortführendes Unternehmen zu bestehen. Die Satzung wurde dahingehend geändert, monatliche Verlängerungen um jeweils einen Monat zu ermöglichen (jeweils mit Kosten von $150,000), und $300,000 an Verlängerungsgebühren wurden hinterlegt, um den Kombinationszeitraum zu verlängern.
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EUREKA ACQUISITION CORP
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025
TABLE OF CONTENTS
| Page | |||
| Part I. | Financial Information | 1 | |
| Item 1. | Financial Statements (Unaudited) | 1 | |
| Condensed Balance Sheets as of June 30, 2025 (Unaudited) and September 30, 2024 | 1 | ||
| Unaudited Condensed Statements of Operations for the Three and Nine Months Ended June 30, 2025 and 2024 | 2 | ||
| Unaudited Condensed Statements of Changes in Shareholder’s Equity (Deficit) for the Three and Nine Months Ended June 30, 2025 and 2024 | 3 | ||
| Unaudited Condensed Statements of Cash Flows for the Nine Months Ended June 30, 2025 and 2024 | 5 | ||
| Notes to Unaudited Condensed Financial Statements | 6 | ||
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 19 | |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 22 | |
| Item 4. | Controls and Procedures | 22 | |
| Part II | Other Information | 23 | |
| Item 1. | Legal Proceedings | 23 | |
| Item 1A. | Risk Factors | 23 | |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 23 | |
| Item 3. | Defaults upon Senior Securities | 23 | |
| Item 4. | Mine Safety Disclosures | 23 | |
| Item 5. | Other Information | 23 | |
| Item 6. | Exhibits | 24 | |
| Signatures | 25 |
i
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
EUREKA ACQUISITION CORP
CONDENSED BALANCE SHEETS
| June 30, 2025 (Unaudited) | September 30, 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses | ||||||||
| Total Current Assets | ||||||||
| Investments held in Trust Account | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Shares Subject to Possible Redemption, and Shareholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable and accrued expenses | $ | $ | ||||||
| Due to a related party | ||||||||
| Public shareholder redemption payable | - | |||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 6) | ||||||||
| Class A ordinary shares subject to possible redemption, $ | ||||||||
| Shareholders’ Equity | ||||||||
| Preference shares, $ | — | — | ||||||
| Class A ordinary shares, $ | ||||||||
| Class B ordinary shares, $ | ||||||||
| Additional paid-in capital | — | |||||||
| Retained earnings | ||||||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities, Shares Subject to Possible Redemption, and Shareholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
EUREKA ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF OPERATIONS
| Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| General and administrative expenses | $ | $ | $ | $ | ||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income: | ||||||||||||||||
| Interest earned on investments held in Trust Account | — | — | ||||||||||||||
| Income before income taxes | ( | ) | ( | ) | ||||||||||||
| Income taxes provision | — | — | — | — | ||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | — | — | ||||||||||||||
| Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | $ | — | — | |||||||||||||
| Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares | (1) | (1) | ||||||||||||||
| Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| (1) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
EUREKA ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED JUNE 30, 2025
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||||||||||
| Preference Shares | Class A | Class B | Paid-in | Retained | Shareholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares(1) | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||||||||
| Balance as of March 31, 2025 | — | $ | — | $ | $ | $ | — | $ | $ | |||||||||||||||||||||||||||
| Accretion of carrying value to redemption value | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | — | $ | — | $ | $ | $ | — | $ | $ | |||||||||||||||||||||||||||
| FOR THE NINE MONTHS ENDED JUNE 30, 2025 | ||||||||||||||||||||||||||||||||||||
| Ordinary Shares | Additional | Total | ||||||||||||||||||||||||||||||||||
| Preference Shares | Class A | Class B | Paid-in | Retained | Shareholders’ | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares(1) | Amount | Capital | Earnings | Equity | ||||||||||||||||||||||||||||
| Balance as of September 30, 2024 | — | $ | — | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Accretion of carrying value to redemption value | — | — | — | — | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net income | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||
| Balance as of June 30, 2025 | — | $ | — | $ | $ | $ | — | $ | $ | |||||||||||||||||||||||||||
| (1) |
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
EUREKA ACQUISITION CORP
UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
FOR THE THREE MONTHS ENDED JUNE 30, 2024
| Ordinary Shares | Additional | Total Shareholder’s | ||||||||||||||||||||||||||||||||||
| Preference Shares | Class A | Class B | Paid-in | Accumulated | Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares(1) | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||
| Balance as of March 31, 2024 | — | $ | — | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance as of June 30, 2024 | — | $ | — | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
FOR THE NINE MONTHS ENDED JUNE 30, 2024
| Ordinary Shares | Additional | Total Shareholder’s | ||||||||||||||||||||||||||||||||||
| Preference Shares | Class A | Class B | Paid-in | Accumulated | Equity | |||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares(1) | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||||||||||||||
| Balance as of September 30, 2023 | — | $ | — | — | $ | — | $ | $ | $ | ( | ) | $ | ||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | — | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance as of June 30, 2024 | — | $ | — | — | $ | — | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||||||||
| (1) | Retroactively restated to include an aggregate of 187,500 Class B ordinary shares as a result of the underwriter’s full exercise of their over-allotment option on July 8, 2024. No Founder Shares are currently subject to forfeiture. |
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
EUREKA ACQUISITION CORPS
UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
| For the Nine Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustment to reconcile net income (loss) to net cash used in operating activities: | ||||||||
| Interest earned on investments held in Trust Account | ( | ) | — | |||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses | ||||||||
| Due to related party | — | |||||||
| Accounts payable and accrued expenses | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities: | ||||||||
| Borrowings via promissory note – related party | — | |||||||
| Payment of deferred offering costs | — | ( | ) | |||||
| Net Cash Provided by Financing Activities | — | |||||||
| Net Change in Cash | ( | ) | ||||||
| Cash, beginning of period | — | |||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Accretion of carrying value to redemption value | $ | $ | — | |||||
| Reversal of deferred offering cost being waived | $ | — | $ | ( | ) | |||
| Formation costs paid by related party | $ | — | $ | |||||
| Public shareholder redemption payable | $ | $ | — | |||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
5
EUREKA ACQUISITION CORP
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
June 30, 2025
Note 1 — Organization, Business Operation and Going Concern Consideration
Eureka Acquisition Corp (the “Company”) is a blank check company incorporated in the Cayman Islands on June 13, 2023. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which is referred to as a “target business” (the “Business Combination”). The Company has not entered into an agreement with any target business for its initial business combination. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus in Asia. The Company may consummate a Business Combination with an entity located in People’s Republic of China (“PRC” including Hong Kong and Macau). Further, due to the fact that a majority of the Company’s executive officers and directors are located in or have significant ties to China, it may make us a less attractive partner to certain potential target businesses, including non-China or non-Hong Kong-based target companies, and such perception may potentially limit or negatively impact its search for an initial Business Combination or may therefore make it more likely for the Company to consummate a Business Combination with a company based in or having the majority of its operations in PRC and/or Hong Kong. The Company has selected September 30 as its fiscal year end.
As of June 30, 2025, the Company had not commenced any operations. For the period from June 13, 2023 (inception) through June 30, 2025, the Company’s efforts have been limited to organizational activities as well as activities related to the initial public offering (the “IPO”) described below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Units (as defined below).
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully.
The Company’s founder and sponsor is Hercules Capital Management Corp, a British Virgin Islands company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the initial Business Combination.
The registration statement on Form S-1 in connection
with the IPO was declared effective on July 1, 2024. On July 3, 2024, the Company consummated its IPO of
Simultaneously with the consummation of the IPO
and the sale of the Units, the Company consummated the private placement of
Transaction costs amounted to $
6
In conjunction with the IPO, the Company issued
to the underwriter
The Company’s initial Business Combination
must occur with one or more target businesses that together have an aggregate fair market value of at least
Upon the closing of the IPO, management has agreed
that at least $
June 2025 Extraordinary General Meeting
On June 30, 2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (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 Second Amended and Restated Memorandum and Articles of Association, 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 two times, each by an additional three-month extension, for a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the “Current Charter”) to provide 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 (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026. The Company agreed that it would not withdraw any interest from the Trust Account for payment of dissolution expenses.
In connection with the Extraordinary General Meeting,
Trust Amendment
In connection with the Extraordinary General Meeting, the Company entered into an amendment to the trust agreement dated July 2, 2024 (the “Trust Amendment”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”).
The Trust Amendment provides that, among the others,
for each Monthly Extension, the amount of $
7
Extensions
Pursuant to the Current Charter, the Company currently
has until September 3, 2025 to complete its business combination, which may be extended up to July 3, 2026 by Monthly Extensions. As of
the date hereof, an aggregate of $
The Company will provide the holders of public shares with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.
The Company has determined not to consummate any
Business Combination unless the Company has net tangible assets of at least $
The Company currently has until September 3, 2025 (or up to July 3, 2026 if fully extended) to complete its initial Business Combination. If the Company is unable to complete its initial Business Combination by September 3, 2025 (or up to July 3, 2026 if fully extended), the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its public rights or private placement rights, which will expire worthless if the Company fails to complete its initial Business Combination by September 3, 2025 (or up to July 3, 2026 if fully extended).
Going Concern Consideration
As of June 30, 2025, the Company had $
8
Risks and Uncertainties
Various social and political circumstances in the U.S. and around the world (including rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide.
As a result of these circumstances and the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. Interim results for the three and nine months ended June 30, 2025 are not necessarily indicative of results that may be expected through September 30, 2025 or for any future periods. These financial statements should be read in conjunction with the Company’s 2024 Annual Report on Form 10-K as filed with the SEC on December 26, 2024. The accompanying condensed balance sheet as of September 30, 2024 has been derived from the audited balance sheet included in the Form 10-K.
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
9
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
Cash and Cash Equivalents
The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. As of June 30, 2025 and September 30, 2024,
the Company had $
Concentration of Credit Risk
Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the United
States Federal Depository Insurance Coverage of $
Investments Held in Trust Account
The Company’s portfolio of investments
held in the Trust Account as of September 30, 2024, was comprised of investments in U.S. government treasury bills with a maturity
of 185 days or less. These securities are presented on the balance sheet as of September 30, 2024, at fair value at the end of each reporting
period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account
in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account is determined using
available market information. Upon maturity of these U.S. government securities on December 12, 2024, the Company invested the
proceeds into an interest-bearing demand deposit account, which comprised the entire balance of the Trust Account as of June 30,
2025 and earned $
Share Rights
The Company accounts for the public rights and private placement rights issued in connection with the IPO and the Private Placement in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment at their assigned values.
Class A Ordinary Shares Subject to Possible Redemption
The Company accounts for its Class A ordinary shares subject to
possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity” (ASC 480).
Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value.
Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control
of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) will be
classified as temporary equity. At all other times, ordinary shares will be classified as shareholders’ equity. In accordance with
ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside of permanent equity as the
redemption provisions are not solely within the control of the Company. Given that the
10
Accordingly, as of June 30, 2025, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ equity on the Company’s balance sheet in the following table:
| Shares | Amount | |||||||
| Gross proceeds from IPO | $ | |||||||
| Less: | ||||||||
| Proceeds allocated to Public Rights | — | ( | ) | |||||
| Allocation of offering costs related to redeemable shares | — | ( | ) | |||||
| Plus: | ||||||||
| Accretion of carrying value to redemption value | — | |||||||
| Subsequent measurement of ordinary shares to redemption value | — | |||||||
| Class A ordinary shares subject to possible redemption – September 30, 2024 | ||||||||
| Plus: | ||||||||
| Accretion of carrying value to redemption value | — | |||||||
| Remeasurement of carrying value to redemption value | — | |||||||
| Less: | ||||||||
| Public shareholder redemptions | ( | ) | ( | ) | ||||
| Class A ordinary shares subject to possible redemption – June 30, 2025 | $ | |||||||
Net Income (Loss) Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The unaudited condensed statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was deemed to be dividends paid to the public shareholders.
The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the rights is contingent upon the occurrence of future events. As of June 30, 2025, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.
The net income (loss) per share presented in the unaudited condensed statements of operations is based on the following:
| Three Months Ended June 30, | Nine Months Ended June 30, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net income (loss) | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Accretion of Class A ordinary shares to redemption value | ( | ) | — | ( | ) | — | ||||||||||
| Net loss including accretion of Class A ordinary shares to redemption value | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| For the Three Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Redeemable Class A Ordinary Shares | Non-redeemable Class A and Class B Ordinary Shares | Redeemable Class A Ordinary Shares | Non-redeemable Class A and Class B Ordinary Shares | |||||||||||||
| Basic and diluted net income (loss) per ordinary share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss | $ | ( | ) | $ | ( | ) | $ | — | $ | ( | ) | |||||
| Accretion of Class A ordinary shares subject to possible redemption to redemption value | — | — | ||||||||||||||
| Allocation of net income (loss) | ( | ) | — | ( | ) | |||||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | — | (1) | ||||||||||||||
| Basic and diluted net income (loss) per ordinary share | $ | $ | ( | ) | $ | — | $ | ( | ) | |||||||
11
| For the Nine Months Ended June 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| Redeemable Class A Ordinary Shares | Non-redeemable Class A and Class B Ordinary Shares | Redeemable Class A Ordinary Shares | Non-redeemable Class A and Class B Ordinary Shares | |||||||||||||
| Basic and diluted net income (loss) per ordinary share | ||||||||||||||||
| Numerator: | ||||||||||||||||
| Allocation of net loss | $ | ( | ) | $ | ( | ) | $ | — | $ | ( | ) | |||||
| Accretion of Class A ordinary shares subject to possible redemption to redemption value | — | — | — | |||||||||||||
| Allocation of net income (loss) | ( | ) | — | ( | ) | |||||||||||
| Denominator: | ||||||||||||||||
| Basic and diluted weighted average shares outstanding | — | (1) | ||||||||||||||
| Basic and diluted net income (loss) per ordinary share | $ | $ | ( | ) | $ | — | $ | ( | ) | |||||||
| (1) |
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurement” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
| ● | Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. |
| ● | Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. |
12
Income Taxes
The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements.
Share-based compensation
The Company recognizes compensation costs resulting from the issuance of share-based awards to directors as an expense in the financial statements over the requisite service period based on a measurement of fair value for each share-based award. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair value of the estimated stock price of the Company, expected life of shares, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect the Company’s best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company will be required to adopt ASU 2023-07 using the retrospective method of adoption in its annual financial statements for the year ending September 30, 2025, and in its interim financial statements for the three months ending December 31, 2025.
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.
13
Note 3 — Initial Public Offering
On July 3, 2024, the Company sold
Note 4 — Private Placement
Simultaneously with the closing of the IPO, the
Sponsor purchased an aggregate of
There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares (as defined below), the Class A ordinary shares included in the Private Units (the “Private Shares”) or private placement rights. The rights will expire worthless if the Company does not consummate a Business Combination by September 3, 2025 (or up to July 3, 2026 if fully extended).
Each Private Unit is identical to the Public Units sold in the IPO, except that it will not be redeemable, transferable, assignable or salable by the Sponsor until the completion of its initial Business Combination, except in each case (a) to the Company’s officers or directors, any affiliates or family members of any of its officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, (b) in the case of an individual, by gift to a member of the individual’s immediate family or to a trust, the beneficiary of which is a member of the individual’s immediate family or an affiliate of such person, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) in the event of the Company’s liquidation prior to the completion of its initial Business Combination; or (f) by virtue of the laws of the Cayman Islands or the Sponsor’s operating agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses (a) through (e) or (f) these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting and liquidation distributions).
Note 5 — Related Party Transactions
Founder Shares
On July 4, 2023 and September 29, 2023,
the Sponsor acquired
14
On March 20, 2025, in connection with the appointment
of Mr. Cameron R. Johnson as the director of the Company, the Sponsor issued a share purchase option dated March 20, 2025 (the “Share
Purchase Option”) to Mr. Johnson, entitling Mr. Johnson to acquire
The Founder Shares are identical to the Class A ordinary shares included in the Public Units sold in the IPO, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (i) holders of the Founder Shares have the right to vote on the election of directors prior to its initial Business Combination, (ii) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (iii) the Sponsor, officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to waive their redemption rights with respect to the Founder Shares, Private Shares and public shares in connection with the completion of its initial Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to complete its initial Business Combination by September 3, 2025 (or up to July 3, 2026 if fully extended), although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within such time period and (iii) the Founder Shares and Private Shares are subject to registration rights. If the Company submits its initial Business Combination to its public shareholders for a vote, the Sponsor, and its officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with the Company, to vote any Founder Shares and the Private Shares held by them and any public shares purchased during or after the IPO in favor of its initial Business Combination.
The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of its initial Business Combination on a one-for-one basis, subject to adjustment
for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided
herein and in its amended and restated memorandum and articles of association. In the case that additional Class A ordinary shares,
or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of the Business
Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless
the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with
respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B
ordinary shares will equal, in the aggregate,
With certain limited exceptions, the Founder Shares
are not transferable, assignable or saleable (except to the permitted transferees, each of whom will be subject to the same transfer restrictions)
until the earlier of (1) six months after the completion of its initial Business Combination and (2) the date on which
the Company consummates a liquidation, merger, share exchange, reorganization, or other similar transaction after its initial Business
Combination that results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Notwithstanding the foregoing, if the last sale price of the Company’s ordinary shares equals or exceeds $
15
Promissory Note — Related Party
On September 30, 2023, the Sponsor agreed
to loan the Company up to $
Working Capital Loans
In addition, in order to finance transaction costs
in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors may, but are not
obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it would repay such
loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital
held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up
to $
As of June 30, 2025 and September 30, 2024, the Company had no borrowings under the Working Capital Loans.
Administrative Support Services
Commencing on the effective date of the registration
statement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $
Note 6 — Commitments and Contingencies
Registration Rights
The holders of Founder Shares, Representative Shares, Private Units, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) are entitled to registration rights pursuant to a registration rights agreement on July 2, 2024 requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
The Company had granted the underwriter a
The underwriter was entitled to a cash underwriting
discount of $
Advisory Agreements
The Company has entered into several agreements with financial advisors in connection with identifying and consulting with the Company with respect to the potential acquisition targets. Any fees under these agreements are deemed by the Company to be success fees, and are only earned by the financial advisors, and do not become due and payable to them until the Company completes an initial Business Combination with a target identified by that financial advisor. As of the financial statements issue date, the Company has determined that the possibility of the business combination with any potential target identified by a financial advisor is not probable.
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Note 7 — Shareholders’ Equity
Preference Share — The
Company is authorized to issue
Class A Ordinary Share — The
Company is authorized to issue
Class B Ordinary Share — The
Company is authorized to issue
Prior to the initial Business Combination, only
holders of Class B ordinary shares will have the right to vote in the election of directors. Holders of its Class A ordinary
shares will not be entitled to vote on the election of directors during such time. These provisions of the Company’s amended and
restated memorandum and articles of association with class rights may not be amended without a resolution passed by holders of at least
two thirds of the Company’s ordinary shares who are eligible to vote and attend and vote in a general meeting of the Company’s
shareholders. With respect to any other matter submitted to a vote of its shareholders, including any vote in connection with the initial
Business Combination, except as required by law, holders of the Founder Shares and holders of its Class A ordinary shares will vote
together as a single class, with each share entitling the holder to
The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to the Company’s amended and restated memorandum and articles of association, as more fully described in Note 5.
Rights
Each holder of a right will receive one-fifth (1/5) of one Class A ordinary share upon consummation of its initial Business Combination, even if the holder of such right redeemed all Class A ordinary shares held by it in connection with the initial Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of an initial Business Combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive in the transaction on an as-converted into ordinary share basis, and each holder of a right will be required to affirmatively convert its rights in order to receive the one-fifth (1/5) share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. More specifically, the right holder will be required to indicate its election to convert the rights into underlying shares as well as to return the original rights certificates to the Company.
The shares issuable upon conversion of the rights
will be freely tradable (except to the extent held by affiliates of the Company). The Company will not issue fractional shares upon conversion
of the rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the
applicable provisions of Cayman law. As a result, the holders of rights must hold rights in multiples of five (5) in order to receive
shares for all of their rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination
within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any
of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the
Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure
to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Accordingly, the rights may expire
worthless. As of June 30, 2025, there were a total of
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Note 8 — Fair Value Measurements
The following table present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2024 (there were no such assets as of June 30, 2025), and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.
| September 30, | Quoted Prices in Active Markets | Significant Other Observable Inputs | Significant Other Unobservable Inputs | |||||||||||||
| 2024 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
| Assets | ||||||||||||||||
| Marketable securities held in Trust Account | $ | $ | — | — | ||||||||||||
Note 9 — Subsequent Events
The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these unaudited condensed financial statements were issued. Based on this review, the Company identified the following subsequent events that would require adjustment or disclosure in the financial statements.
On or about July 2, 2025, an aggregate of $
On July 17, 2025, approximately $
On July 31, 2025, the Company deposited an extension
payment of $
On August 4, 2025, the Company issued an unsecured
promissory note in the aggregate principal amount of $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. References to the “Company”, “us,” “our,” or “we” refer to Eureka Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes herein.
Overview
We are a blank check company formed under the laws of Cayman Island on June 13, 2023, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus in Asia. We have not selected any target business for our initial business combination or entered into an agreement with any target business for our initial business combination.
We presently have no revenue, have had losses since inception from incurring formation and operating costs and have had no operations other than identifying and evaluating suitable acquisition transaction candidates. We have relied upon the working capital available to us following the consummation of the initial public offering (the “IPO”) and the private placement to fund our operations, as well as the funds loaned by our sponsor, Hercules Capital Management Corp (the “Sponsor”), our officers, directors or their affiliates. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful.
Recent Development
June 30, 2025 Extraordinary General Meeting
On June 30, 2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (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 Second Amended and Restated Memorandum and Articles of Association, 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 two times, each by an additional three-month extension, for a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the “Current Charter”) to provide 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 (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026. The Company agreed that it would not withdraw any interest from the Trust Account for payment of dissolution expenses.
In connection with the Extraordinary General Meeting, 2,819,767 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) were rendered for redemption, and approximately $29.45 million was released from the Trust Account (as defined below) to pay such redeeming shareholders. As of June 30, 2025, the Company accrued approximately $29.45 million redemption payment liability on its balance sheet.
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Trust Amendment
In connection with the Extraordinary General Meeting, the Company entered into an amendment to the trust agreement dated July 2, 2024 (the “Trust Amendment”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”).
The Trust Amendment provides that, among the others, for each Monthly Extension, the amount of $150,000 (the “Monthly Extension Fee”) shall be deposited into the trust account of the Company (the “Trust Account”), 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, 2025, 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.
Extensions
Pursuant to the Current Charter, the Company currently has until September 3, 2025 to complete its business combination, which may be extended up to July 3, 2026 if fully extended by Monthly Extensions. As of the date hereof, an aggregate of $300,000 of the Monthly Extension Fee has been deposited into the Trust Account.
On or about July 2, 2025, an aggregate of $150,000 of the Monthly Extension Fee was deposited into the Trust Account of the Company 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 July 3, 2025 to August 3, 2025, which was made by the Company from its working capital.
On July 31, 2025, the Company deposited the Monthly Extension Fee of $150,000 into the Trust Account to extend the date by which the Company can complete an initial business combination to September 3, 2025. On August 4, 2025, the Company issued an unsecured promissory note in the aggregate principal amount of $150,000 (the “Extension Note”) to the Sponsor in connection with the payment of 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 Sponsor, has the right, but not the obligation, to convert the Extension Note, in whole or in part, respectively, into private units (the “Extension Units”) of the Company, each consisting of one Class A ordinary share of the Company and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of a business combination. The number of Extension 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.
Results of Operations and Known Trends or Future Events
We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities as well as activities related to the IPO and searching for targets to complete a business combination. Following the IPO, we will not generate any operating revenues until after the completion of a business combination, at the earliest. We will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Units. Since the completion of the IPO, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses associated with the search for target opportunities.
For the three months ended June 30, 2025, we had a net income of $354,378, which consisted of interest income from the Trust Account of $605,749, partially offset by general and administrative expenses of $251,371.
For the three months ended June 30, 2024, we had a net loss of $29,349, all of which consisted of formation and operating expenses.
For the nine months ended June 30, 2025, we had a net income of $1,304,272, which consisted of interest income from the Trust Account of $1,894,408, partially offset by general and administrative expenses of $590,136. For the nine months ended June 30, 2024, we had a net loss of $113,248, all of which consisted of formation and operating expenses.
Liquidity and Capital Resources
As of June 30, 2025, we had cash of $274,174 available for working capital needs. For the nine months ended June 30, 2025, the cash balance was reduced by $396,178, all of which consisted of cash used in operating activities. For the nine months ended June 30, 2024, cash balance was increased by $57,877, which consisted of cash provided by financing activities of $118,236 offset by cash used in operating activities of $60,359.
We intend to use substantially all of the net proceeds of the IPO, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.
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Over the next 12 months (assuming a business combination is not consummated prior thereto), we will be using the funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.
If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
As of June 30, 2025, the Company had $274,174 of cash and a working capital of $94,338 (excluding public shareholder redemption payable as redemptions are paid out of the Trust Account). The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company currently has no commitments in place to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful. In addition, the Company currently has until September 3, 2025 to consummate the initial business combination (or up until July 3, 2026 if fully extended). If the Company does not complete a business combination within the prescribed period, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility that the business combination might not be completed within the 12-month period from the issuance date of these financial statements. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the business combination or the date the Company is required to liquidate. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.
The Company has entered into several agreements with financial advisors in connection with identifying and consulting with the Company with respect to the potential acquisition targets. Any fees under these agreements are deemed by the Company to be success fees, and are only earned by the financial advisors, and do not become due and payable to them until the Company completes an initial Business Combination with a target identified by that financial advisor. As of the financial statements issue date, the Company has determined that the possibility of the business combination with any potential target identified by a financial advisor is not probable.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of June 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Contractual Obligations
As of June 30, 2025, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
The founder shares, the Class A Ordinary Shares included in the Private Units, and any Class A Ordinary Shares that may be issued upon conversion of working capital loans and extension loans (and any underlying securities) will be entitled to registration rights pursuant to a registration and shareholder rights agreement entered into in connection with the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
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Critical Accounting Estimates
In preparing these unaudited condensed financial statements in conformity with U.S. GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. We have not identified any critical accounting estimates.
Recent Accounting Pronouncements
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company will be required to adopt ASU 2023-07 using the retrospective method of adoption in its annual financial statements for the year ending September 30, 2025, and in its interim financial statements for the three months ending December 31, 2025.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
As a smaller reporting company, we are not required to make disclosures under this Item.
Item 4. Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the quarter ended June 30, 2025, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and our principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations.
Item 1A. Risk Factors
Not applicable to a smaller reporting company. However, factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in the prospectus of our IPO (File No. 333-277780) and our annual report on Form 10-K for the fiscal year ended September 30, 2024 (the “Annual Report”) as filed with the SEC on December 26, 2024. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our prospectus and Annual Report.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 4, 2025, the Company issued the Extension Note in the aggregate principal amount of $150,000 (the to the Sponsor in connection with the payment of Monthly Extension Fee. The information of the Extension Note contained under Item 2 of Part I above is incorporated herein by reference in response to this item. 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.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
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Item 6. Exhibits.
| Exhibit No. | Description | |
| 3.1 | Third Amended and Restated Memorandum and Articles of Associate, dated June 30, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 1, 2025). | |
| 4.1 | Rights Agreement, dated July 2, 2024, between the Company and Continental Stock Transfer & Trust Company, as rights agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2024). | |
| 10.1 | Amendment to the Investment Management Trust Agreement dated June 30, 2025, between the Company and Continental Stock Transfer & Trust Company. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2025). | |
| 10.3 | Extension Promissory Note dated August 4, 2025, issued by the Company to Hercules Capital Management Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2025). | |
| 31.1* | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 31.2* | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Filed herewith. |
| ** | Furnished. |
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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 thereunto duly authorized.
| EUREKA ACQUISITION CORP | ||
| Date: August 8, 2025 | By: | /s/ Fen Zhang |
| Fen Zhang | ||
| Chief Executive Officer | ||
| Date: August 8, 2025 | By: | /s/ Zhechen Wang |
| Zhechen Wang | ||
| Chief Financial Officer | ||
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FAQ
What amount does Eureka (EURKU) hold in its Trust Account?
How much cash and working capital does EURKU have outside the Trust Account?
How many Class A shares were redeemed and what was the redemption amount?
Does the company face any going concern or liquidity risks?
What are the extension options and fees available to EURKU to extend the business combination deadline?
