Eureka Acquisition Corp

Eureka Acquisition Corp (EURK) is a blank check company incorporated in the Cayman Islands on June 13, 2023, formed for the purpose of effecting a business combination with one or more businesses or entities ¹. The company's efforts to identify a prospective target business are not limited to a particular industry or geographic location but will initially focus on Asia ². EURK has not commenced any operations or generated any revenues to date, with its activities limited to organizational efforts, its initial public offering (IPO), and identifying a target company for a business combination ³. The company will generate non-operating income from interest on proceeds from its IPO and private placements ⁴.

EURK's core business model is that of a Special Purpose Acquisition Company (SPAC), which involves raising capital through an IPO and then seeking to merge with or acquire an existing private company. The company intends to utilize cash from its IPO proceeds, its securities, debt, or a combination thereof to effectuate a business combination ⁵. The primary customer segments are not applicable as EURK is a SPAC and does not have customers in the traditional sense; its "customers" are its public shareholders who invest in the expectation of a successful business combination.

On October 29, 2025, EURK entered into a business combination agreement (BCA) with Marine Thinking Inc., a Canadian company providing autonomous ship and fleet solutions ⁶. This proposed business combination involves EURK deregistering as a Cayman Islands exempted company and domesticating to Canada under the Canada Business Corporations Act (CBCA), at which point its name will change to "Marine Thinking Holdings Inc." or another agreed-upon name ⁷. Following this, Marine Thinking and a wholly-owned subsidiary of EURK, 17358750 Canada Inc. (Amalgamation Sub), will amalgamate to form Amalco, which will become a direct wholly-owned subsidiary of the newly named EURK ⁸. This transaction represents EURK's sole identified product or service line, as it is the target for its initial business combination.

For the fiscal year ended September 30, 2025, EURK reported a net income of $1,370,753 ⁹. This was primarily driven by interest income from the Trust Account of $2,230,500 ¹⁰, offset by general and administrative expenses of $859,747 ¹¹. In comparison, for the year ended September 30, 2024, the company had a net income of $255,721 ¹², with interest income from the Trust Account of $609,787 ¹³ and general and administrative expenses of $354,066 ¹⁴. Cash used in operating activities for the year ended September 30, 2025, was $668,921 ¹⁵, compared to $282,509 ¹⁶ for the prior year. As of September 30, 2025, cash held outside the Trust Account was $51,431 ¹⁷, and the company had a working capital deficiency of $625,273 ¹⁸. Total assets were $31,437,630 ¹⁹ and total liabilities were $724,581 ²⁰. The Class A ordinary shares subject to possible redemption amounted to $31,338,322 ²¹.

Year-over-year, EURK experienced a significant increase in net income, from $255,721 ¹² in 2024 to $1,370,753 ⁹ in 2025, largely due to a substantial rise in interest income from the Trust Account, which grew from $609,787 ¹³ to $2,230,500 ¹⁰. General and administrative expenses also increased from $354,066 ¹⁴ to $859,747 ¹¹. A notable operational development was the redemption of 2,819,767 Class A ordinary shares, resulting in approximately $29 million ²² being released from the Trust Account to pay redeeming shareholders in connection with an Extraordinary General Meeting on June 30, 2025 ²³. This meeting approved an amendment to the company's charter, extending the period to complete a business combination up to 12 times, each by an additional one-month extension, for a total of up to July 3, 2026 ²⁴. In connection with these extensions, an aggregate of $900,000 ²⁵ in Monthly Extension Fees has been deposited into the Trust Account, with $150,000 ²⁶ paid by the Company and $750,000 ²⁷ by the Sponsor, Hercules Capital Management Corp ²⁸. The Sponsor's payments were made in exchange for five unsecured promissory notes totaling $750,000 ²⁹. Additionally, the company issued an unsecured promissory note of up to $300,000 ³⁰ to the Sponsor for general working capital purposes, with $200,000 ³¹ outstanding as of September 30, 2025.

EURK's primary outlook is centered on the successful consummation of its proposed business combination with Marine Thinking Inc., an autonomous ship and fleet solution providing company ⁶. The company has until January 3, 2026, to complete its business combination, which can be extended up to July 3, 2026, through monthly extensions ³². The closing of the Business Combination is expected to take place electronically by remote exchange of deliverables as promptly as reasonably practicable, but no later than the fifth business day following the satisfaction or waiver of the conditions set forth in the BCA ³³. Upon completion, EURK will undergo a SPAC Continuance, changing its name to "Marine Thinking Holdings Inc." or another agreed name, and Marine Thinking will amalgamate with a wholly-owned subsidiary of EURK to become Amalco, a direct wholly-owned subsidiary of the post-combination entity ⁷.

The company's operational outlook is focused on managing its liquidity and capital resources to support the business combination. As of September 30, 2025, EURK had cash of $51,431 ¹⁷ and a working capital deficiency of $625,273 ¹⁸. Management has determined that the mandatory liquidation, should a business combination not occur, and potential subsequent dissolution, along with the need for additional financing, raise substantial doubt about the company's ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the company is required to liquidate ³⁴. The company expects to continue incurring significant professional costs as a public company and transaction costs in pursuit of its acquisition plans ³⁵.

Planned capital allocation is primarily directed towards the business combination and working capital. Substantially all net proceeds from the IPO, including funds in the Trust Account, are intended to acquire a target business and cover related expenses ³⁶. If share capital is used as consideration, remaining proceeds in the Trust Account and other net proceeds will be used as working capital for the target business's operations, strategic acquisitions, marketing, research and development, or to repay operating expenses or finders' fees if funds outside the Trust Account are insufficient ³⁷. The Sponsor has provided $750,000 ²⁷ in Monthly Extension Fees through unsecured promissory notes and a Working Capital Note of up to $300,000 ³⁰ to finance transaction costs and general working capital, which may be converted into Conversion Units at the lender's option upon consummation of a business combination ³⁸.

EURK faces significant risks, primarily related to its status as a blank check company and its ability to consummate a business combination. There is substantial doubt about the company's ability to continue as a going concern if it fails to complete a business combination by January 3, 2026, or by July 3, 2026, if fully extended ³⁴. The company has no commitments for additional financing and no assurance that its plans to raise capital will be successful ³⁵. Furthermore, various social and political circumstances globally, including rising trade tensions between the U.S. and China and ongoing conflicts such as the Russia/Ukraine and Hamas/Israel conflicts, may materially and adversely affect EURK's ability to consummate a business combination or the operations of a target business ³⁹. The ability to raise equity and debt financing may be impacted by these events, potentially leading to increased market volatility or decreased market liquidity ³⁹. As Dr. Fen Zhang, the CEO and Chairman, is not a U.S. person and the Sponsor owns approximately 33.89% ⁴⁰ of issued and outstanding shares, any proposed business combination with a U.S. business in a regulated or national security-sensitive industry could be subject to foreign ownership restrictions and/or review by the Committee on Foreign Investment in the U.S. (CFIUS) ⁴¹. Such review could block or delay the business combination, impose conditions, or require divestiture, thereby limiting the pool of potential targets ⁴². If the company liquidates, public shareholders may only receive $10.00 per share initially, and warrants and rights will expire worthless ⁴³.

Management's message emphasizes the ongoing efforts to complete the initial business combination with Marine Thinking Inc., an autonomous ship and fleet solution providing company, following the execution of a business combination agreement on October 29, 2025 ⁶. The strategic priorities are clearly focused on navigating the complexities of this transaction, including the planned domestication to Canada and the subsequent amalgamation, with the goal of transforming EURK into "Marine Thinking Holdings Inc." ⁷. Management has secured extensions for the business combination deadline, now having until January 3, 2026, with the possibility of extending up to July 3, 2026, through monthly extensions ³². To facilitate these extensions, an aggregate of $900,000 ²⁵ in Monthly Extension Fees has been deposited into the Trust Account, with the Sponsor contributing $750,000 ²⁷ via unsecured promissory notes. Management also highlights the ongoing need for additional financing to support operations and the business combination, acknowledging the substantial doubt about the company's ability to continue as a going concern if the combination is not completed ³⁴. The overall tone reflects a determined effort to finalize the acquisition and transition into an operating entity, while also addressing the financial and regulatory challenges inherent in the SPAC structure.