Business Context and Reporting Period
This Form 8-K was filed by Eureka Acquisition Corp (a Cayman Islands exempted company) on April 6, 2026. The filing reports on events occurring on or around April 2, 2026, regarding the extension of the deadline to consummate its initial business combination with Marine Thinking Inc., an autonomous ship and fleet solution provider.
Key Financial Metrics and Obligations
- Extension Fee: $150,000 deposited into the Trust Account to extend the business combination deadline.
- Debt Instrument: Issuance of an unsecured promissory note ("Extension Note") in the principal amount of $150,000 to Marine Thinking Inc.
- Interest Rate: 0% (non-interest bearing).
- Maturity: 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.
Material Changes and Transactions
The Company extended its deadline to complete a business combination from April 3, 2026, to May 3, 2026. This extension was facilitated by Marine Thinking Inc. paying the required $150,000 monthly extension fee into the Trust Account. In exchange, Eureka Acquisition Corp issued the Extension Note to Marine Thinking. This transaction represents a new direct financial obligation and an unregistered sale of potential equity securities.
Outlook, Risks, and Contingencies
Outlook: The Company intends to file a registration statement on Form S-4, which will include a proxy statement/prospectus for shareholder approval of the proposed business combination with Marine Thinking.
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 may be accelerated upon events such as bankruptcy, breach of obligations, or failure to pay within five business days of maturity.
- Forward-Looking Uncertainties: Actual results may differ due to economic conditions, litigation, regulatory changes, or disruptions to business relationships.
Investor Verification Checklist
- Verify the terms of the Business Combination Agreement (BCA) dated October 29, 2025, between Eureka Acquisition Corp and Marine Thinking Inc.
- Review the full text of the Extension Promissory Note (Exhibit 10.1) for specific default and acceleration clauses.
- Monitor the upcoming filing of the Form S-4 registration statement for details on the proposed transaction and proxy voting.
- Confirm the status of the Trust Account and the total number of extensions utilized to date.
- Assess the financial health and operational status of Marine Thinking Inc. as the target company.