Business Context and Reporting Period
Company: Eureka Acquisition Corp (Eureka Acquisition Corp)
Filing Type: Form 8-K (Current Report)
Date of Report: June 25, 2025
Reporting Period: This filing serves as an amendment and supplement to the Definitive Proxy Statement filed on June 3, 2025. It addresses an upcoming Extraordinary General Meeting scheduled for June 30, 2025.
Primary Purpose: To disclose revised terms regarding contributions to the trust account and conditions for extending the deadline to complete a business combination.
Key Financial Metrics
This filing does not contain standard financial statements (revenue, profit, cash flow, or margins) as the company is a Special Purpose Acquisition Company (SPAC) in the pre-business combination phase.
Trust Account Contributions (Revised Terms):
- Revised Monthly Extension Fee: $150,000 per month to be deposited into the trust account for each approved extension.
- Original Proposed Fee: The lesser of $60,000 for all remaining public shares or $0.03 per remaining public share.
Liquidity and Debt: The filing does not provide specific data on current cash balances, debt levels, or liquidity ratios outside of the trust account mechanics.
Material Changes Versus Prior Period
The filing details a material change to the terms of the proposed Charter Amendment compared to the Definitive Proxy Statement filed on June 3, 2025:
- Extension Fee Increase: The fee required to extend the business combination deadline has been increased from a variable amount (capped at $60,000 or $0.03/share) to a fixed $150,000 per month.
- Extension Timeline: The proposal allows the company to extend the deadline to complete a business combination up to 12 times (one month each), potentially extending the deadline from July 3, 2025, to July 3, 2026.
- Payment Deadline: Extension fees must be deposited by the 3rd day of each month starting July 3, 2025.
Guidance, Outlook, Risks, and Contingencies
Management Commentary and Outlook:
Management is seeking shareholder approval to amend the charter to extend the time available to consummate a business combination. The revised terms are intended to provide additional capital to the trust account during the extension period.
Material Risks and Contingencies:
- Liquidation Trigger: If the Revised Monthly Extension Fee is not deposited by the 3rd day of the month, the company has a 30-day "Cure Period" to pay. Failure to pay within this period will result in the immediate cessation of operations, winding up, and liquidation of the company.
- Dissolution Expenses: The company explicitly stated it will not withdraw interest from the trust account to pay for dissolution expenses.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ from expectations regarding the meeting date and redemption deadlines.
Important Facts for Investor Verification
- Meeting Date: Verify the Extraordinary General Meeting is scheduled for June 30, 2025, at 9:00 a.m. Eastern Time.
- Fee Structure Change: Confirm the increase in the monthly extension fee to $150,000 and its impact on the trust account value per share.
- Liquidation Risk: Note the strict 30-day cure period for missed extension payments, which triggers immediate liquidation.
- Documentation: Review the full Definitive Proxy Statement (filed June 3, 2025) and the attached Press Release (Exhibit 99.1) for complete details on the Charter Amendment Proposal.
- Shareholder Action: Determine if shareholder approval is required for the revised terms (the filing indicates the proxy solicitation is for the Charter Amendment Proposal, now with revised terms).