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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) |
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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