Business Context and Reporting Period
Company: Eureka Acquisition Corp (EURK), a Cayman Islands exempted corporation and Special Purpose Acquisition Company (SPAC).
Reporting Period: Fiscal year ended September 30, 2025.
Business Overview: The Company was formed to effect a business combination with one or more target businesses. It has no operations other than identifying and evaluating acquisition candidates. On October 29, 2025, the Company entered into a Business Combination Agreement (BCA) with Marine Thinking Inc., a Canadian autonomous ship and fleet solution provider. The transaction involves a SPAC continuance to Canada and an amalgamation.
Key Financial Metrics
| Metric | Year Ended Sept 30, 2025 | Year Ended Sept 30, 2024 |
|---|---|---|
| Net Income | $1,370,753 | $255,721 |
| Interest Income (Trust Account) | $2,230,500 | $609,787 |
| General & Administrative Expenses | $859,747 | $354,066 |
| Cash Used in Operating Activities | ($668,921) | ($282,509) |
| Cash Held Outside Trust | $51,431 | $670,352 |
| Investments in Trust Account | $31,338,322 | $58,109,787 |
| Working Capital Deficit | ($625,273) | N/A (Positive Equity) |
| Shares Subject to Redemption | 2,930,233 | 5,750,000 |
Material Changes vs. Prior Period
- Redemptions: In connection with a June 2025 shareholder meeting, 2,819,767 Class A ordinary shares were redeemed, releasing approximately $29 million from the Trust Account. This reduced the Trust Account balance from ~$58.1 million to ~$31.3 million.
- Extension Fees: The Company amended its charter to allow for monthly extensions. As of the filing date, $900,000 in extension fees had been deposited into the Trust Account ($150,000 from working capital, $750,000 from the Sponsor via promissory notes).
- Debt Obligations: The Company issued Extension Notes totaling $750,000 (as of Sept 30, 2025, $300,000 was outstanding per Note 5, though text mentions $750k aggregate issued) and a Working Capital Note of up to $300,000 ($200,000 outstanding as of Sept 30, 2025) to the Sponsor.
- Going Concern: The Company now reports a working capital deficit of $625,273 and has raised substantial doubt about its ability to continue as a going concern absent a business combination or additional financing.
Guidance, Outlook, and Risks
- Business Combination: The proposed merger with Marine Thinking is subject to shareholder approval, regulatory conditions, and the satisfaction of closing conditions. The Company must complete the combination by January 3, 2026, or extend up to July 3, 2026 via monthly extensions.
- Liquidity Risk: With only $51,431 in cash outside the Trust Account and a working capital deficit, the Company relies on the Sponsor for extension fees and working capital loans to fund operations until the combination closes.
- Extension Mechanics: To extend the deadline, $150,000 must be deposited into the Trust Account monthly. Failure to pay results in immediate liquidation.
- Regulatory Risks: The Company faces potential risks related to the Holding Foreign Companies Accountable Act (HFCAA) if the target's auditor cannot be inspected by the PCAOB. Additionally, as a Cayman entity with management ties to China, there are uncertainties regarding PRC regulations and enforcement of U.S. judgments.
- Forward-Looking Statements: Management emphasizes that there is no assurance the business combination will be completed, and if not, public shareholders will receive the pro-rata Trust Account balance, while rights and private shares will expire worthless.
Investor Verification Checklist
- Extension Funding: Verify the Company's ability to fund the $150,000 monthly extension fees through January 2026 or July 2026, given the current cash balance of $51,431.
- Debt Conversion Terms: Review the terms of the Extension Notes and Working Capital Notes, specifically the Sponsor's right to convert these debts into private units at $10.00 per unit upon closing.
- Redemption Impact: Assess the impact of the ~$29 million redemption on the net tangible assets available for the Marine Thinking transaction and the post-merger capitalization.
- Target Due Diligence: Confirm the financial health and operational status of Marine Thinking Inc., as the SPAC has no independent revenue.
- Regulatory Approvals: Monitor the status of shareholder votes and any regulatory approvals required for the SPAC continuance to Canada and the amalgamation.