Eureka Acquisition Corp (EURK) - Form 8-K Summary
Business Context and Reporting Period
Date of Report: February 4, 2026
Company: Eureka Acquisition Corp (Cayman Islands exempted company)
Reporting Period: Current report regarding events occurring on February 3 and 4, 2026.
Context: The Company is a Special Purpose Acquisition Company (SPAC) that had until February 3, 2026, to complete its initial business combination. This filing reports the execution of an extension to this deadline.
Key Financial Metrics and Obligations
This filing does not contain standard financial statements (revenue, profit, cash flow, or margins) as the Company is in the pre-business combination phase. Key financial data points include:
- Extension Fee: $150,000 deposited into the Trust Account.
- New Debt Obligation: $150,000 unsecured promissory note (Extension Note) issued to the Sponsor.
- Interest Rate: 0% (Non-interest bearing).
- Liquidity Impact: The fee was paid by the Sponsor (Hercules Capital Management Corp), not from the Company's operating cash.
Material Changes vs. Prior Period
The primary material change is the extension of the deadline to consummate an initial business combination:
- Previous Deadline: February 3, 2026.
- New Deadline: March 3, 2026 (one-month extension).
- Future Extensions: The Company may extend the period up to July 3, 2026, in one-month increments, subject to additional $150,000 deposits.
- Debt Creation: Creation of a new direct financial obligation via the Extension Note.
Outlook, Management Commentary, and Risks
Management Action: The Sponsor paid the extension fee to allow the Company additional time to find a target. The Company issued a promissory note to the Sponsor for this amount.
Terms of the Extension Note:
- Maturity: 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 obligation) to convert the note into private Units (1 Class A share + 1/5 Right) at a price of $10.00 per Unit.
- Default Events: Include failure to pay within five business days of maturity, bankruptcy, breach of obligations, cross-defaults, enforcement proceedings, or unlawfulness.
Risks: Failure to complete a business combination by the new deadline (or subsequent extensions) could result in liquidation. The note is unsecured and subject to acceleration upon default.
Investor Verification Checklist
- Verify the current balance in the Trust Account to ensure it covers the $150,000 extension fee and potential future fees.
- Confirm the Sponsor's (Hercules Capital Management Corp) financial capacity to fund future monthly extensions if required.
- Review the full text of the Extension Note (Exhibit 10.1) for specific default triggers and conversion mechanics.
- Monitor for any announcements regarding a target business combination before the new March 3, 2026 deadline.