Eureka Acquisition Corp. 10-K Summary
Business Context and Reporting Period
Company: Eureka Acquisition Corp. (Eureka)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended September 30, 2024
Business Model: Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands on June 13, 2023. The Company is a "blank check" company formed to effect a merger, share exchange, or asset acquisition with one or more target businesses, initially focusing on Asia.
Current Status: Post-IPO, pre-business combination. No operating revenues generated to date.
Key Financial Metrics (as of September 30, 2024)
| Metric | Value |
|---|---|
| Trust Account Balance | $58,109,787 |
| Cash (Outside Trust) | $670,352 |
| Net Income | $255,721 |
| Operating Expenses | $354,066 |
| Interest Income (Trust) | $609,787 |
| Working Capital Deficiency | ($684,474) |
| Public Shares Outstanding | 5,750,000 (Class A subject to redemption) |
| Founder Shares Outstanding | 1,437,500 (Class B) |
Material Changes vs. Prior Period
- Capital Raise: The Company consummated its Initial Public Offering (IPO) on July 3, 2024, selling 5,000,000 Units at $10.00 per unit. On July 8, 2024, the underwriters exercised the full over-allotment option for an additional 750,000 Units. Total gross proceeds from public units were $57,500,000.
- Private Placement: Concurrently with the IPO and over-allotment, the Sponsor purchased 228,000 Private Units for $2,280,000.
- Trust Account: As of September 30, 2023, the Trust Account balance was $0. As of September 30, 2024, $57,500,000 was deposited into the Trust Account, with an additional $609,787 in interest income earned.
- Profitability: The Company transitioned from a net loss of $5,325 for the period from inception (June 13, 2023) to September 30, 2023, to a net income of $255,721 for the year ended September 30, 2024, driven primarily by interest income from the Trust Account.
Outlook, Risks, and Management Commentary
- Combination Deadline: The Company must consummate an initial business combination by July 3, 2025. This period may be extended up to two times by three months each (until January 3, 2026) if the Sponsor deposits $575,000 per extension into the Trust Account.
- Liquidity and Going Concern: Management has identified substantial doubt about the Company's ability to continue as a going concern. The Company has a working capital deficiency and relies on working capital loans from the Sponsor or affiliates to fund operations. If a business combination is not completed by the deadline, the Company will liquidate.
- Target Criteria: The Company intends to focus on private companies in Asia with resilient business models and growth potential. Targets must have an aggregate fair market value of at least 80% of the Trust Account balance (less taxes) at the time of signing a definitive agreement.
- China-Related Risks: Significant risks are associated with potential targets in China, including regulatory uncertainty (CSRC, NDRC), cybersecurity reviews, data privacy laws (PIPL), and the potential inability of the PCAOB to inspect auditors, which could lead to delisting under the HFCAA.
- Conflicts of Interest: Officers and directors have pre-existing fiduciary duties to other entities and may have conflicts in allocating time or presenting business opportunities. Founder Shares are subject to lock-up restrictions until six months post-combination or until the share price exceeds $12.00.
Investor Verification Checklist
- Extension Funding: Verify the Sponsor's ability and willingness to fund the $575,000 extension fees if the July 3, 2025 deadline is not met.
- Target Identification: Confirm if the Company has identified a specific target business or entered into any substantive discussions, as none were disclosed in this filing.
- Working Capital Sufficiency: Assess whether the $670,352 cash balance outside the Trust Account is sufficient to cover operating expenses until the combination deadline or liquidation.
- Regulatory Compliance: Monitor developments regarding PCAOB inspections of Chinese auditors and potential impacts on the Company's ability to list a China-based target.
- Redemption Rights: Understand that public shareholders have the right to redeem shares for their pro-rata share of the Trust Account (approx. $10.00 per share) if a business combination is not completed or if they vote against a proposed combination.