Eureka Acquisition Corp (EURK) - Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed on September 4, 2025, covering events occurring on September 2 and September 3, 2025. Eureka Acquisition Corp, a Cayman Islands exempted company and Special Purpose Acquisition Company (SPAC), reported the extension of its deadline to consummate an initial business combination.
Key Financial Metrics and Obligations
- Extension Fee: $150,000 deposited into the Trust Account on September 2, 2025.
- New Debt Obligation: The Company issued an unsecured promissory note (Extension Note) with a principal amount of $150,000 to its Sponsor, Hercules Capital Management Corp.
- Interest Rate: 0% (non-interest bearing).
- Liquidity Impact: The fee was paid by the Sponsor; the Company recorded a corresponding liability via the Extension Note.
Material Changes and Agreements
The Company extended its business combination deadline from September 3, 2025, to October 3, 2025. This extension was achieved by depositing the required Monthly Extension Fee of $150,000. The filing discloses the entry into a Material Definitive Agreement (Item 1.01) and the creation of a Direct Financial Obligation (Item 2.03) via the Extension Note.
Terms, Risks, and Contingencies
- Repayment Terms: The Extension Note is payable in full upon the earlier of the consummation of a business combination or the Company's expiry date.
- Conversion Rights: The Sponsor has the right, but not the obligation, to convert the note into private Units (one Class A ordinary share and one-fifth of a right) at a price of $10.00 per Unit.
- Default Events: Includes failure to pay within five business days of maturity, bankruptcy proceedings, breach of obligations, cross-defaults, enforcement proceedings, or unlawfulness of the note.
- Equity Restrictions: Units issuable upon conversion are non-transferable until the completion of the initial business combination, subject to limited exceptions.
Investor Verification Checklist
- Verify the current balance in the Trust Account following the $150,000 deposit.
- Confirm the Sponsor's intent regarding the conversion of the Extension Note into equity versus cash repayment.
- Monitor the Company's progress toward a business combination before the new October 3, 2025, deadline.
- Review the full text of the Extension Note (Exhibit 10.1) for specific default triggers and acceleration clauses.