Business Context and Reporting Period
Company: Eureka Acquisition Corp (Eureka)
Filing Type: Form 10-Q (Unaudited)
Reporting Period: Quarter and six months ended March 31, 2026
Business Overview: Eureka is a Cayman Islands-based blank check company (SPAC) formed to effect a business combination. The Company has no operating revenues and relies on interest income from a Trust Account. On October 29, 2025, Eureka entered into a definitive Business Combination Agreement (BCA) with Marine Thinking Inc., an autonomous ship and fleet solution provider. The transaction involves a SPAC continuance to Canada and an amalgamation.
Key Financial Metrics
| Metric | Three Months Ended March 31, 2026 |
Six Months Ended March 31, 2026 |
Six Months Ended March 31, 2025 |
|---|---|---|---|
| Net Income | $149,356 | $31,067 | $949,894 |
| General & Admin Expenses | $123,500 | $541,142 | $338,765 |
| Interest Income (Trust Account) | $272,856 | $572,209 | $1,288,659 |
| Cash (Operating) | $151,622 | ($399,809) Used | ($315,590) Used |
| Trust Account Balance | $32,810,531 | $32,810,531 | $31,338,322 (Sep 30, 2025) |
| Working Capital Deficit | ($2,066,415) | ($2,066,415) | N/A |
| Total Liabilities | $2,269,407 | $2,269,407 | $724,581 (Sep 30, 2025) |
Material Changes vs. Prior Period
- Liabilities Surge: Total current liabilities increased from $724,581 (Sep 30, 2025) to $2,269,407 (Mar 31, 2026). This is primarily due to the issuance of promissory notes to fund monthly extension fees: $1,550,000 to related parties and $300,000 to the target company (Marine Thinking).
- Shareholder Redemptions: In June 2025, approximately 2.82 million Class A shares were redeemed, reducing the Trust Account balance by ~$29 million. The remaining shares subject to redemption are 2,930,233.
- Extension Fees: The Company has been paying a $150,000 monthly extension fee to extend the deadline for a business combination. As of March 31, 2026, $1,650,000 in extension fees had been deposited into the Trust Account.
- Net Income Volatility: Net income for the six months ended March 31, 2026 ($31,067) was significantly lower than the prior year period ($949,894), driven by lower interest rates on Trust Account investments and higher administrative expenses.
Outlook, Risks, and Contingencies
- Business Combination Deadline: The Company currently has until June 3, 2026, to complete its business combination, with the ability to extend up to July 3, 2026, by paying monthly extension fees.
- 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 Non-Compliance: On April 6, 2026, the Company received notice from Nasdaq regarding non-compliance with the Minimum Public Holders Rule (requires 300 public holders). The Company has 45 days to submit a compliance plan.
- Target Financing: The target company, Marine Thinking, has contributed to extension fees and holds an option to purchase 583,333 SPAC shares from the Sponsor for $1.75 million.
- Liquidity: The Company holds only $151,622 in cash outside the Trust Account, which is insufficient to cover the working capital deficit without further financing or the conversion of promissory notes.
Investor Verification Checklist
- Extension Fee Sustainability: Verify the ability of the Sponsor and Marine Thinking to continue funding the $150,000 monthly extension fees through July 2026.
- Nasdaq Compliance Plan: Monitor the Company's submission to Nasdaq regarding the minimum public holder requirement and the likelihood of avoiding delisting.
- Transaction Closing Conditions: Review the specific conditions in the BCA with Marine Thinking, particularly regarding the SPAC continuance to Canada and regulatory approvals.
- Debt Conversion Terms: Confirm the terms under which the $1.85 million in outstanding promissory notes (to Sponsor and Target) will be converted into equity or repaid upon closing.
- Redemption Risk: Assess the risk of further shareholder redemptions prior to the closing of the business combination, which could impact the net tangible asset threshold.