EURK

Eureka Acquisition Corp. 10-Q Summary

Business Context and Reporting Period

Company: Eureka Acquisition Corp. (Eureka)
Filing Type: Form 10-Q (Unaudited)
Period Ended: June 30, 2026
Business Status: Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands. The Company has not commenced operations and is seeking a business combination with a target company. As of the filing date, Eureka has entered into a Business Combination Agreement (BCA) with Marine Thinking Inc., an autonomous ship and fleet solution provider.

Key Financial Metrics

Note: The significant liability balance is primarily driven by a public shareholder redemption payable of $30,387,444.

Material Changes vs. Prior Period

• Shareholder Redemptions: In connection with a shareholder meeting on June 29, 2026, 2,655,132 Class A ordinary shares were tendered for redemption. This reduced the number of public shares subject to redemption from 2,930,233 (as of Sept 30, 2025) to 275,101 (as of June 30, 2026). A redemption payable of $30,387,444 was recorded and subsequently paid on July 7, 2026.
• Extension Fees and Debt: To extend the deadline for a business combination, the Company incurred monthly extension fees. As of June 30, 2026, the Company issued promissory notes totaling $1,650,000 to fund these fees: $1,050,000 to the Sponsor and $600,000 to the target company, Marine Thinking.
• Net Income Volatility: Net income for the nine months ended June 30, 2026 ($110,299) decreased significantly compared to the same period in 2025 ($1,304,272), primarily due to lower interest rates on Trust Account investments ($850,709 vs. $1,894,408).
• Trust Account Balance: The Trust Account balance increased to $33,539,031 from $31,338,322 at the prior year-end, reflecting interest earnings and extension fee deposits, despite the redemption liability.

Outlook, Risks, and Contingencies

• Business Combination Timeline: The Company currently has until August 3, 2026, to complete its initial business combination. This can be extended up to 12 times (one month each) until July 3, 2027, provided monthly extension fees of $8,253.03 are deposited into the Trust Account.
• Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern. This is due to the mandatory liquidation requirement if a business combination is not completed by the deadline and the need for additional financing.
• Nasdaq Compliance: The Company received a notice of non-compliance with Nasdaq's Minimum Public Holders Rule (requires 300 public holders). Nasdaq granted an extension until October 3, 2026, to regain compliance.
• Target Transaction: The proposed merger with Marine Thinking Inc. involves a deregistration from the Cayman Islands and domestication to Canada. The transaction is contingent on shareholder approval and regulatory filings.
• Liquidity: The Company holds only $22,727 in cash outside the Trust Account. Operations are funded by related party loans and extension notes.

Investor Verification Checklist

• Redemption Status: Verify the final count of remaining public shares (275,101) and confirm the full payment of the $30.4M redemption liability.
• Extension Fee Funding: Confirm the ability of the Sponsor and Marine Thinking to continue funding the $8,253.03 monthly extension fees to avoid forced liquidation.
• Nasdaq Listing: Monitor the Company's progress in regaining compliance with the 300 public holder requirement by the October 3, 2026 deadline.
• Merger Conditions: Review the specific conditions in the amended Business Combination Agreement with Marine Thinking, particularly regarding the post-closing director composition and regulatory approvals for the Cayman-to-Canada domestication.
• Debt Conversion: Assess the dilution impact of the $1.65M in promissory notes held by the Sponsor and Marine Thinking, which are convertible into private units at $10.00 per unit upon closing.