Business Context and Reporting Period
This Form 8-K is filed by Eureka Acquisition Corp, a Cayman Islands exempted company and emerging growth company, for the reporting period ending June 8, 2026. The filing discloses the entry into a material definitive agreement and the creation of a direct financial obligation to extend the deadline for completing its initial business combination.
Key Financial Metrics and Obligations
- Extension Fee: $150,000 deposited into the Trust Account on June 2, 2026.
- New Debt Obligation: The Company issued an unsecured promissory note (the "Extension Note") in the principal amount of $150,000 to Marine Thinking Inc.
- Interest Rate: 0% (non-interest bearing).
- Maturity Date: Payable in full upon the earlier of the consummation of the business combination or the Company's term expiry.
- Conversion Rights: The note may be converted into private Units (one Class A ordinary share and one-fifth of a right) at a price of $10.00 per Unit.
- Liquidity/Revenue: The filing text does not provide specific revenue, profit, cash flow, or margin data for the period.
Material Changes and Transactions
The primary material change is the extension of the deadline to consummate an initial business combination from June 3, 2026, to July 3, 2026. This extension was facilitated by Marine Thinking Inc., the target company in a proposed business combination agreement dated October 29, 2025. Marine Thinking paid the $150,000 extension fee on behalf of the Company, which was subsequently reimbursed via the issuance of the Extension Note.
Outlook, Risks, and Contingencies
Outlook and Management Commentary: The Company is actively pursuing a business combination with Marine Thinking Inc., an autonomous ship and fleet solution provider. A registration statement on Form S-4 has been filed, and a proxy statement/prospectus is pending shareholder approval.
Risks and Contingencies:
- Transaction Failure: Risks include failure to obtain shareholder or regulatory approval, or failure to satisfy closing conditions.
- Default Events: The Extension Note includes standard default provisions, including bankruptcy, breach of obligations, and failure to pay within five business days of maturity, which could trigger acceleration of the debt.
- Forward-Looking Uncertainties: Actual results may differ due to economic conditions, litigation, regulatory changes, or disruptions to business relationships.
Investor Verification Checklist
- Verify the status of the Form S-4 registration statement (File No. 333-295483) and the upcoming shareholder vote on the Marine Thinking transaction.
- Confirm the terms of the Extension Note, specifically the conversion mechanics and the $10.00 per Unit conversion price.
- Review the definitive proxy statement/prospectus for detailed risk factors regarding the proposed amalgamation.
- Monitor the Company's ability to consummate the business combination by the new July 3, 2026 deadline to avoid liquidation.