Business Context and Reporting Period
Company: Eureka Acquisition Corp (SPAC), a Cayman Islands exempted company.
Reporting Date: October 29, 2025 (Event Date); November 3, 2025 (Filing Date).
Event: Entry into a Material Definitive Agreement (Business Combination Agreement or "BCA") with MarineThinking Inc. (the "Company") and 17358750 Canada Inc. (the "Amalgamation Sub").
Transaction Overview: The SPAC will domesticate to Canada, change its name to "Marine Thinking Holdings Inc.," and amalgamate with MarineThinking Inc. The transaction involves the conversion of Company shares and options into SPAC Class A shares based on an "Amalgamation Multiple."
Key Financial Metrics and Transaction Terms
Valuation and Consideration:
- Total Share Consideration: Calculated as US$130.0 million plus cash proceeds from Pre-IPO Investments (capped at $6.5 million after costs), divided by US$10.00 per SPAC Class A Share.
- Amalgamation Multiple: The quotient of Total Share Consideration divided by the total number of Company Shares on a fully diluted basis.
Related Agreements and Fees:
- Termination Fees: US$2,000,000 payable by the Company to the SPAC if terminated under specific conditions (e.g., failure to close by Outside Closing Date, material breach by Company). Conversely, US$2,000,000 payable by the SPAC to the Company if terminated due to material breach by the SPAC.
- Option Purchase Agreement: The Company agreed to purchase an option for 583,333 SPAC Shares from the SPAC Sponsor for an aggregate price of $1,750,000 (exercise price $1.00 total). This was assigned to a company owned by current Company shareholders.
- Finder's Fee: Alpha Innovators Limited is entitled to SPAC Class A Shares equal to 3% of the Company Valuation divided by the Redemption Price upon completion.
Liquidity and Capital Structure: The filing does not provide specific current cash balances, debt levels, or liquidity metrics for either entity. The transaction structure involves the conversion of SPAC Units and Rights into Class A shares and the cancellation of Class B shares.
Material Changes and Transaction Mechanics
Corporate Restructuring:
- Continuance: The SPAC will deregister in the Cayman Islands and domesticate to Canada under the Canada Business Corporations Act (CBCA).
- Amalgamation: MarineThinking Inc. and the Amalgamation Sub will amalgamate to form "Amalco," which will become a wholly-owned subsidiary of the SPAC.
- Share Conversion:
- Company Shares convert to SPAC Class A Shares based on the Amalgamation Multiple.
- Company Options convert to "Rollover Options" for SPAC Class A Shares.
- SPAC Units separate into Class A Shares and Rights; Rights convert to 1/5 of a Class A Share.
- SPAC Class B Shares convert 1:1 to Class A Shares.
Governance Changes: Post-closing, the Board will consist of seven directors: six designated by the Company (four independent, one financial expert) and one designated by the SPAC Sponsor (Hercules Capital Management Corp).
Guidance, Outlook, Risks, and Contingencies
Conditions to Closing: The transaction is subject to customary conditions, including:
- SEC declaration of the proxy statement/prospectus (Form S-4) as effective.
- Shareholder approval by SPAC and Company shareholders.
- Nasdaq listing approval for the new securities.
- Execution of Lock-up, Non-Compete, and Registration Rights agreements.
- No "Material Adverse Effect" on either party.
- Dissent Shares not exceeding 5% of Company Shares outstanding.
Termination Rights: The agreement may be terminated by mutual consent, by law, by failure to obtain shareholder approval, or if the closing does not occur within 18 months (the "Outside Closing Date").
Risks and Forward-Looking Statements: The filing includes standard forward-looking statement disclaimers. Key risks include failure to satisfy closing conditions, regulatory delays, shareholder litigation, and potential disruptions to the Company's business during the pendency of the transaction.
Lock-Up Period: The SPAC Sponsor and certain Company Shareholders are subject to a 365-day lock-up period post-closing.
Investor Verification Checklist
- Valuation Confirmation: Verify the final "Total Share Consideration" and the resulting "Amalgamation Multiple" once the fully diluted share count of MarineThinking Inc. is finalized.
- Shareholder Approval: Monitor the upcoming SPAC shareholder meeting for the vote on the Business Combination and the redemption rate of SPAC shares.
- Regulatory Filings: Review the upcoming Form S-4 (Proxy Statement/Prospectus) for detailed financial statements of MarineThinking Inc. and the pro forma combined entity.
- Termination Fee Triggers: Assess the likelihood of the 18-month Outside Closing Date being met and the potential for termination fees to be triggered.
- Option Assignment: Confirm the identity and standing of the entity that assumed the Option Purchase Agreement rights from the Company.