[DEFA14A] Eureka Acquisition Corp Unit Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Key Update: Eureka Acquisition Corp (Nasdaq: EURKU) filed a Form 8-K to postpone its previously announced Extraordinary General Meeting from June 25, 2025 to June 30, 2025. The postponement is intended to give the Company "additional time to engage with shareholders."

Redemption Window Extended: Because the meeting date shifted, the deadline for shareholders to submit redemption requests tied to the Charter Amendment Proposal has moved from June 23 to June 26, 2025 (two business days prior to the rescheduled meeting).

Meeting Logistics Remain Unchanged:

• Physical venue: Robinson & Cole LLP, 666 Third Ave., 20th Floor, New York, NY 10017.
• Virtual dial-in: +1 813-308-9980, Access Code 173547.
• Record date: unchanged.
• Agenda: all previously disclosed proposals, including the Charter Amendment Proposal, remain the same.

Supplement to Proxy: The filing formally amends and supplements the Definitive Proxy Statement filed on June 3, 2025 to reflect the new meeting and redemption dates. No other substantive changes were announced.

Exhibits: Exhibit 99.1 contains the press release announcing the postponement; Exhibit 104 is the cover-page Inline XBRL data file.

The Company re-affirmed that the information in Exhibit 99.1 is "furnished" (not "filed") for Exchange Act purposes and reiterated safe-harbor language regarding forward-looking statements.

Insights

Corporate Governance Expert

TL;DR: Governance-driven postponement gives shareholders more time but signals minor procedural delay; overall impact appears neutral.

The 8-K solely adjusts the timing of Eureka Acquisition Corp’s Extraordinary General Meeting and extends the associated redemption deadline. Such changes are common among SPACs seeking to maximise shareholder participation before pivotal votes, particularly on charter amendments that can influence extension periods or deal timelines. No alterations were made to meeting location, record date or proposals, implying the strategic objectives remain intact. Because no financial terms, valuation changes or sponsor contributions were disclosed, the filing carries limited market-moving weight. Investors should simply note the new dates to ensure voting and redemption instructions are delivered on time.

SPAC Specialist

TL;DR: Routine SPAC scheduling shift; gives three extra days for redemptions, signalling shareholder-friendly stance but minimal valuation effect.

In the SPAC lifecycle, deadline management around shareholder meetings is critical. By pushing the meeting to 30 June and extending the redemption cut-off, Eureka is allowing additional engagement—potentially reducing surprise redemptions. However, the filing discloses no new PIPE, no trust adjustments, and no deal announcement, so cash-related uncertainties persist. From a trading perspective, EURKU units, shares and rights should not see material repricing solely on this administrative change. The update is procedural; impact on warrant/rights optionality or liquidation horizon is negligible without further developments.

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 23, 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 8.01. Other Events

Supplement to the Definitive Proxy Statement

On June 23, 2025, Eureka Acquisition Corp. (the “Company”) issued a press release announcing (i) the postponement of its previously announced extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Extraordinary General Meeting”) from 9:00 a.m. Eastern Time on June 25, 2025 to 9:00 a.m. Eastern Time on June 30, 2025 (the “Postponement”) to allow the Company additional time to engage with shareholders, and (ii) the resulting extension of the deadline from June 23, 2025 (two business days before the Extraordinary General Meeting, as originally scheduled) to June 26, 2025 (two business days before the postponed Extraordinary General Meeting) for delivery of redemption requests from the Company’s shareholders in connection with the Charter Amendment Proposal (the “Redemption Deadline Extension”).

Accordingly, the Company has determined to amend and supplement the Definitive Proxy Statement as described in this current report on Form 8-K (the “Current Report”).

There is no change to the location, the record date or any of the other proposals to be acted upon at the Extraordinary General Meeting. The physical location of the Extraordinary General Meeting remains at the offices of Robinson & Cole LLP located at 666 Third Avenue, 20th Floor, New York, NY 10017, and virtually via teleconference using the dial-in information: +1 813-308-9980 (Access Code: 173547). If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

1 State Street 30th Floor

New York, NY 10004-1561

E-mail: spacredemptions@continentalstock.com

A copy of the press release is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

The Company’s shareholders who have questions regarding the Postponement, the Extraordinary General Meeting, or would like to request documents may contact the Company’s proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or by email at ksmith@advantageproxy.com.

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AMENDMENT AND SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT

The following disclosures in this Current Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company’s definitive proxy statement, including any amendments or supplements thereto (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”) on June 3, 2025, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.

As provided in the Definitive Proxy Statement, the Company is seeking shareholder approval of, among other things, the Charter Amendment Proposal. The purpose of the supplemental disclosures is to provide information about (i) the postponement of the Extraordinary General Meeting related to the Definitive Proxy Statement, and (ii) the resulting extension of the deadline for delivery of redemption requests from the Company’s shareholders to the Company’s transfer agent.

Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.

Extraordinary General Meeting Date

On June 23, 2025, the Company issued a press release announcing that it has determined to postpone (the “Postponement”) the date of its previously announced extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Extraordinary General Meeting”) from June 25, 2025 to June 30, 2025. As a result of this change, the Extraordinary General Meeting will now be held at 9:00 a.m. Eastern Time on June 30, 2025 at the offices of Robinson & Cole LLP (“R&C”) located at 666 Third Avenue, 20^th Floor, New York, NY 10017, and virtually via teleconference using the dial-in information: +1 813-308-9980 (Access Code: 173547), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

Extension of Redemption Deadline

As a result of the Postponement, the previously disclosed deadline of June 23, 2025 (two business days before the Extraordinary General Meeting) for delivery of redemption requests from the Company’s shareholders to the Company’s transfer agent has been extended to June 26, 2025 (two business days before the postponed Extraordinary General Meeting).

Forward-Looking Statements

This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the date of the Extraordinary General Meeting and redemption request deadline. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Additional Information and Where to Find It

On June 3, 2025, the Company filed the Definitive Proxy Statement with the SEC in connection with its solicitation of proxies for the Extraordinary General Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Definitive Proxy Statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or contact proxy solicitor:

Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com

Participants in the Solicitation

The Company and its respective directors and officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Extraordinary General Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the Definitive Proxy Statement. You may obtain free copies of these documents using the sources indicated above.

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Item 9.01 Financial Statements and Exhibits.

Exhibit No.		Description of Exhibits
99.1		Press Release dated June 23, 2025
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: June 23, 2025

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