Business Context and Reporting Period
This Form 8-K is filed by Eureka Acquisition Corp, a Cayman Islands exempted company, with a report date of January 5, 2026. The filing discloses the entry into material definitive agreements and the creation of direct financial obligations to extend the deadline for consummating an initial business combination and to secure working capital.
Key Financial Metrics and Obligations
The filing details two specific promissory notes issued to the Sponsor, Hercules Capital Management Corp:
- Extension Note: Principal amount of $150,000. Issued on January 5, 2026, to fund a monthly extension fee deposited into the Trust Account.
- Working Capital Note: Principal amount of up to $300,000. Issued on January 6, 2026, for general working capital purposes.
- Interest Rate: Both notes bear no interest.
- Conversion Rights: The Sponsor may convert both notes into private Units (one Class A ordinary share and one-fifth of a right) at a price of $10.00 per Unit.
The filing does not provide data on revenue, profit, cash flow, margins, or existing liquidity beyond the specific trust deposit mentioned.
Material Changes
The primary material change is the extension of the Company's deadline to complete its initial business combination:
- Previous Deadline: January 3, 2026.
- New Deadline: February 3, 2026 (extended by one month).
- Future Extensions: The Company may extend the period further up to July 3, 2026, subject to monthly deposits of $150,000.
Outlook, Risks, and Contingencies
Management Commentary and Outlook: The Company is actively seeking to consummate a business combination and has secured funding to extend its timeline and maintain operations.
Risks and Contingencies:
- Default Events: Both notes define default events including failure to pay within five business days of maturity, bankruptcy, breach of obligations, cross-defaults, enforcement proceedings, or unlawfulness. Upon default, the notes may be accelerated.
- Maturity: Both notes are payable in full upon the earlier of the consummation of a business combination or the date of expiry of the Company's term.
- Unregistered Securities: Units issuable upon conversion are unregistered and generally non-transferable until the completion of the initial business combination.
Investor Verification Checklist
- Verify the current balance in the Trust Account following the $150,000 deposit.
- Confirm the total outstanding principal under the Extension Note and Working Capital Note.
- Review the full text of the Extension Note (Exhibit 10.1) and Sponsor Note (Exhibit 10.2) for specific default triggers.
- Monitor the Company's progress toward a business combination before the new February 3, 2026 deadline.
- Check for any subsequent filings regarding further monthly extension fees or additional working capital draws.