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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 1.01. Entry into a Material Definitive
Agreement.
On June 30, 2025, Eureka Acquisition
Corp, a Cayman Islands exempted company (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 Trust Amendment was entered
in connection with the Company’s extraordinary general meeting in lieu of an annual meeting of shareholders held on June 30, 2025
(the “Extraordinary General Meeting”), where the shareholders of the Company approved, among the others, the proposal to amend
its Second Amended and Restated Memorandum and Articles of Association 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 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, 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. A copy of the Trust Amendment
is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
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 (the “Extension”). The payment of the Monthly Extension Fee was made by the Company from its working
capital.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| 10.1 |
|
Amendment to the Investment Management Trust Agreement dated June 30, 2025, between the Company and
Continental Stock Transfer & Trust Company. |
| 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 3, 2025 |
|
|
