Eureka Acquisition Corp (EURKU) extends SPAC timeline with $150K sponsor note

Rhea-AI Filing Summary

Eureka Acquisition Corp filed an update describing how it extended the deadline to complete its initial business combination. Under its charter, the company could extend the deadline in one‑month increments up to July 3, 2026 by depositing a $150,000 Monthly Extension Fee into its trust account.

On September 2, 2025, the sponsor, Hercules Capital Management Corp, deposited $150,000 into the trust account, moving the deadline from September 3, 2025 to October 3, 2025. In return, on September 3, 2025 the company issued a $150,000 unsecured, interest‑free promissory note to the sponsor, due at the earlier of a business combination or the company’s expiry.

The sponsor may choose to convert the note into private units at $10.00 per unit, with each unit consisting of one Class A ordinary share and a right to receive one‑fifth of a Class A share upon completion of a business combination. These units, if issued, are restricted from transfer until the business combination is completed and carry registration rights.

Insights

SPAC capital structure analyst

Eureka extends its SPAC life by one month using a small sponsor loan that can convert into equity-linked units.

The company extended its business combination deadline from September 3, 2025 to October 3, 2025 by using the charter mechanism that allows monthly extensions up to July 3, 2026. To fund this, the sponsor deposited a $150,000 Monthly Extension Fee into the trust account, preserving the cash held for public shareholders while buying more time to seek a target.

In exchange, Eureka issued a $150,000 unsecured, interest-free promissory note to the sponsor, due at the earlier of a business combination or the company’s expiry. The sponsor may elect to convert this note into private units at $10.00 per unit, each unit providing one Class A share and a right to receive one-fifth of a Class A share upon a business combination. This creates potential incremental dilution, but on a relatively modest scale given the note size.

The note includes customary default triggers such as failure to repay within five business days of the maturity date or bankruptcy events, which could allow acceleration. Any units issued on conversion are subject to transfer restrictions until the initial business combination is completed and have registration rights, so the actual impact depends on whether a deal is completed and whether the sponsor elects to convert rather than be repaid.

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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): September 3, 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

The disclosures set forth under Item 2.03 are incorporated by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Pursuant to the amended and restated memorandum and articles of association (the “Charter”) of Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”), the Company had until September 3, 2025 to complete its initial business combination, however the Company may extend the period of time to consummate a business combination up to July 3, 2026, each by a one-month extension, subject to the deposit of $150,000 (the “Monthly Extension Fee”) into the trust account of the Company (the “Trust Account”).

On September 2, 2025, an aggregate of $150,000 of the Monthly Extension Fee was deposited into the Trust Account 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 September 3, 2025 to October 3, 2025 (the “Extension”). The payment of the Monthly Extension Fee was made by Hercules Capital Management Corp, the sponsor of the Company (the “Sponsor”). The Company issued an unsecured promissory note in the aggregate principal amount of $150,000 (the “Extension Note”) dated September 3, 2025 to the Sponsor in connection with the payment of the 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 “Maturity Date”). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company’s obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Extension Note may be accelerated.

The payee of the Extension Note, the Sponsor, has the right, but not the obligation, to convert the Extension Note, in whole or in part, respectively, into private units (the “Units”) of the Company, each consisting of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Share”) and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a business combination, as described in the prospectus of the Company (File No: 333-277780), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the business combination. The number of 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.

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.

A copy of the Extension Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Extension Note does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of the Extension Note.

Item 3.02 Unregistered Sales of Equity Securities

The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Units (and the underlying securities) issuable upon conversion of the Note, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Sponsor until the completion of the Company’s initial business combination and (2) are entitled to registration rights.

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description of Exhibits
10.1		Extension Promissory Note dated September 3, 2025, issued by the Company to Hercules Capital Management Corp.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

	Eureka Acquisition Corp
	By:	/s/ Fen Zhang
	Name:	Fen Zhang
	Title:	Chief Executive Officer
Date: September 4, 2025

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FAQ

What did Eureka Acquisition Corp (EURKU) announce in this 8-K?

Eureka Acquisition Corp disclosed that it extended the deadline to complete its initial business combination by one month, from September 3, 2025 to October 3, 2025, funded by a $150,000 deposit into its trust account made by its sponsor.

How can Eureka Acquisition Corp extend its SPAC business combination deadline?

Under its charter, Eureka Acquisition Corp may extend the time to consummate a business combination up to July 3, 2026, in one-month increments, each conditioned on depositing a $150,000 Monthly Extension Fee into the company’s trust account.

What are the key terms of the new promissory note issued by Eureka Acquisition Corp?

The company issued an unsecured promissory note for $150,000 to its sponsor on September 3, 2025. The note bears no interest and is payable in full at the earlier of the completion of a business combination or the company’s expiry, and it contains customary default provisions allowing acceleration.

Can the sponsor of Eureka Acquisition Corp convert the note into equity?

Yes. The sponsor may, at its option, convert the $150,000 note into private units by notifying the company at least two business days before the business combination closing. The number of units received equals the principal divided by $10.00 per unit.

What does each private unit of Eureka Acquisition Corp consist of upon conversion?

Each private unit consists of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share upon consummation of a business combination, as described in the company’s prospectus.

Are the private units issued to Eureka Acquisition Corp’s sponsor freely tradable?

No. Any units and underlying securities issued upon conversion of the note may not, subject to limited exceptions, be transferred or sold by the sponsor until completion of Eureka Acquisition Corp’s initial business combination, and they are entitled to registration rights.