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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 30, 2025
| Eureka Acquisition Corp |
| (Exact
name of registrant as specified in its charter) |
| Cayman Islands |
|
001-42152 |
|
N/A |
| (State
or other jurisdiction |
|
(Commission
File Number) |
|
(IRS
Employer |
| of
incorporation) |
|
|
|
Identification
Number) |
14 Prudential Tower
Singapore
049712
(Address
of principal executive offices)
(+1)
949 899 1827
(Registrant’s
telephone number, including area code)
Former
name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act.
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Units,
consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-fifth of one Class A ordinary share |
|
EURKU |
|
The
Nasdaq Stock Market LLC |
| Class
A ordinary shares, par value $0.0001 per share |
|
EURK |
|
The
Nasdaq Stock Market LLC |
| Rights,
each whole right to acquire one-fifth of one Class A ordinary share |
|
EURKR |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
June 30, 2025, Eureka Acquisition Corp, a Cayman Islands exempted company (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 (the “Charter“), which provided
that the Company has until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate a business
combination up to 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 “Amended
Charter”) to provide that he 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.
A
copy of the Amended Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. The
disclosures set forth in this Item 5.03 are intended to be summaries only and are qualified in their entirety by reference to the Amended
Charter.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
May 23, 2025, the record date of the Shareholder Meeting, there were 6,208,000 Class A ordinary shares, par value $0.0001 per share (the
“Class A Ordinary Shares”), and 1,437,500 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary
Shares”), issued and outstanding, respectively, voting as a single class, approximately 83.8% of which were represented in person
or by proxy at the Extraordinary General Meeting.
The
final results for the matter submitted to a vote of the Company’s shareholders at the Extraordinary General Meeting are as follows:
1. The
Charter Amendment Proposal
The
shareholders approved the proposal to amend the Company’s Charter to provide that the Company has until July 3, 2025 to complete
a business combination, and may elect to extend the period to consummate a business combination up to 12 times, each by an additional
one-month extension, for a total of up to 12 months to July 3, 2026. The voting results were as follows:
| FOR |
|
AGAINT |
|
ABSTAIN |
| 4,819,231 |
|
1,588,750 |
|
1,500 |
2.
The Auditor Appointment Proposal
The
shareholders approved the proposal to ratify the engagement of Marcum Asia CPAs LLP to serve as the Company’s independent registered
public accounting firm for the year ending September 30, 2024 and to approve ratify the engagement of Marcum Asia CPAs LLP to serve as
the Company’s independent registered public accounting firm for the year ending September 30, 2025. The voting results were as
follows:
| FOR |
|
AGAINT |
|
ABSTAIN |
| 4,820,731 |
|
1,588,750 |
|
0 |
Item
8.01. Other Events.
In
connection with the votes to approve the Charter Amendment Proposal, 3,038,722 Class A Ordinary Shares of the Company were rendered for
redemption. As a result, the Company has 3,169,278 Class A Ordinary Shares and 1,437,500 Class B Ordinary Share issued and outstanding,
respectively.
Item
9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| 3.1 |
|
Third
Amended and Restated Memorandum and Articles of Associate, dated June 30, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Eureka
Acquisition Corp |
| |
|
| |
By: |
/s/
Fen Zhang |
| |
Name: |
Fen
Zhang |
| |
Title: |
Chief
Executive Officer |
| |
|
|
| Date:
July 1, 2025 |
|
|
3
