Eureka Acquisition Corp (EURK) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on December 4, 2025, by Eureka Acquisition Corp, a Cayman Islands exempted company. The filing addresses the extension of the deadline to consummate an initial business combination. The company's original deadline was December 3, 2025.
Key Financial Metrics and Obligations
The filing details a specific financial obligation created to facilitate the extension of the business combination timeline:
- Extension Fee: $150,000 deposited into the Trust Account on December 2, 2025.
- Debt Instrument: An unsecured promissory note (the "Extension Note") with a principal amount of $150,000 issued to the Sponsor, Hercules Capital Management Corp.
- Interest Rate: 0% (non-interest bearing).
- Liquidity Impact: The fee was paid by the Sponsor; the company incurred a liability rather than an immediate cash outflow from its own operating accounts.
The filing does not provide data on revenue, profit, cash flow, or operating margins, as the company is a special purpose acquisition company (SPAC) in the pre-business combination phase.
Material Changes and Extension Terms
The primary material change is the extension of the business combination deadline from December 3, 2025, to January 3, 2026. This extension was achieved through the deposit of the $150,000 Monthly Extension Fee. The company retains the option to extend the period further up to July 3, 2026, in one-month increments, subject to additional $150,000 deposits.
Terms of the Extension Note and Risks
The Extension Note is payable in full upon the earlier of the consummation of a business combination or the Company's expiry date. Key terms and risks include:
- Conversion Rights: The Sponsor has the right, but not the obligation, to convert the note into private Units (one Class A ordinary share and one-fifth of a right) at a price of $10.00 per Unit.
- Default Events: Default occurs if principal is not paid within five business days of maturity, or upon bankruptcy, breach of obligations, cross-defaults, enforcement proceedings, or invalidity of the note.
- Acceleration: In the event of default, the note may be accelerated.
- Unregistered Securities: The Units issuable upon conversion are subject to transfer restrictions until the completion of the initial business combination.
Investor Verification Checklist
- Verify the current balance in the Trust Account to ensure sufficient funds remain for potential future monthly extensions.
- Confirm the Sponsor's financial capacity to fund future $150,000 monthly extension fees if the business combination is not completed by January 3, 2026.
- Review the full text of the Extension Note (Exhibit 10.1) for any additional covenants or conditions not summarized in the 8-K.
- Monitor for any announcements regarding the selection of a target company or the decision to liquidate if the extension period expires without a deal.