Eureka Acquisition Corp (EURK) - 10-Q Summary
Business Context and Reporting Period
Company: Eureka Acquisition Corp (Cayman Islands SPAC)
Reporting Period: Three months ended December 31, 2025
Business Status: The Company is a blank check company formed to effect a business combination. It has not commenced operations and generates no operating revenue. On October 29, 2025, the Company entered into a Business Combination Agreement (BCA) with Marine Thinking Inc., an autonomous ship and fleet solution provider. The transaction involves a SPAC continuance to Canada and an amalgamation.
Deadline: The Company must complete a business combination by March 3, 2026, or up to July 3, 2026, if fully extended via monthly extensions.
Key Financial Metrics
| Metric | Dec 31, 2025 | Sep 30, 2025 |
|---|---|---|
| Cash (Operating) | $32,797 | $51,431 |
| Trust Account Balance | $32,087,675 | $31,338,322 |
| Total Assets | $32,120,472 | $31,437,630 |
| Total Liabilities | $1,525,712 | $724,581 |
| Working Capital Deficit | ($1,492,915) | ($625,273) |
| Shares Subject to Redemption | 2,930,233 | 2,930,233 |
Results of Operations (Three Months Ended Dec 31, 2025)
- General and Administrative Expenses: $417,642 (vs. $152,038 in prior year period).
- Interest Income (Trust Account): $299,353 (vs. $694,056 in prior year period).
- Net Loss: ($118,289) (vs. Net Income of $542,018 in prior year period).
- Net Cash Used in Operating Activities: ($168,634).
- Net Cash Used in Investing Activities: ($450,000) due to cash deposited in trust for term extension.
- Net Cash Provided by Financing Activities: $600,000 (proceeds from related party promissory notes).
Material Changes and Unusual Items
- Share Redemptions: In June 2025, 2,819,767 Class A shares were redeemed, releasing approximately $29 million from the Trust Account. This significantly reduced the share count subject to redemption from 5,750,000 to 2,930,233.
- Extension Fees: The Company amended its charter to allow monthly extensions. A $150,000 monthly fee is required to be deposited into the Trust Account. As of Dec 31, 2025, $1,200,000 in extension fees had been deposited ($150,000 from working capital, $1,050,000 funded by the Sponsor via promissory notes).
- Related Party Debt: Current liabilities increased significantly due to the issuance of Extension Notes ($1,050,000) and a Working Capital Note ($300,000) to the Sponsor to fund extension fees and operations.
- Going Concern: Management has raised substantial doubt about the Company's ability to continue as a going concern due to the mandatory liquidation requirement if a business combination is not completed by the deadline and the need for additional financing.
Outlook, Risks, and Contingencies
- Proposed Transaction: The Company is pursuing a business combination with Marine Thinking Inc. The transaction requires shareholder approval and regulatory filings. If successful, the Company will domesticate to Canada and change its name.
- Liquidity Risk: With only $32,797 in operating cash and a working capital deficit, the Company relies on the Sponsor for funding via convertible promissory notes to meet extension fees and operational costs.
- Extension Deadline: The Company must pay the $150,000 monthly extension fee by the 3rd of each month. Failure to pay triggers a 30-day cure period, after which the Company must liquidate.
- Market Risks: Global conflicts (Ukraine, Israel/Gaza) and economic sanctions may impact the ability to consummate a transaction or raise financing.
Investor Verification Checklist
- Extension Fee Status: Verify if the $150,000 monthly extension fee for January and February 2026 has been paid to avoid immediate liquidation triggers.
- Transaction Progress: Confirm the status of the Business Combination Agreement with Marine Thinking Inc., including regulatory approvals and shareholder vote scheduling.
- Related Party Financing: Review the terms of the Extension Notes and Working Capital Notes to understand the Sponsor's potential dilution upon conversion.
- Trust Account Balance: Monitor the Trust Account balance to ensure it remains sufficient to cover the redemption value of the remaining 2,930,233 shares.
- Going Concern Assessment: Evaluate the Company's ability to secure additional financing if the transaction with Marine Thinking fails or is delayed beyond the July 3, 2026 deadline.