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.

EURK's core business model is that of a Special Purpose Acquisition Company (SPAC), which involves raising capital through an IPO to acquire an existing private company, thereby taking it public. The company generates non-operating income from interest earned on funds held in a Trust Account ⁴. Its primary customer segments are its public shareholders who invest in the units, Class A ordinary shares, and rights, with the expectation of participating in a future 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 ⁵. This proposed business combination, referred to as the "Business Combination" or "Transactions," involves EURK deregistering as a Cayman Islands exempted company and domesticating to Canada under the Canada Business Corporations Act (CBCA), changing its name to "Marine Thinking Holdings Inc." ⁶. Following this, Marine Thinking and a wholly-owned subsidiary of EURK, Amalgamation Sub, will amalgamate to form "Amalco," which will become a direct wholly-owned subsidiary of the renamed EURK ⁷.

For the fiscal year ended September 30, 2025, EURK reported a net income of $1,370,753 ⁸, which was derived from interest income from the Trust Account of $2,230,500 ⁹, offset by general and administrative expenses of $859,747 ¹⁰. This compares to a net income of $255,721 ¹¹ for the year ended September 30, 2024, which consisted of interest income from the Trust Account of $609,787 ¹² offset by general and administrative expenses of $354,066 ¹³. Cash used in operating activities for the year ended September 30, 2025, was $668,921 ¹⁴, compared to $282,509 ¹⁵ for the prior year. As of September 30, 2025, the company had cash of $51,431 ¹⁶ held outside the Trust Account, and investments held in the Trust Account totaled $31,338,322 ¹⁷. Total current liabilities were $724,581 ¹⁸, and the company reported a working capital deficiency of $625,273 ¹⁹. The number of Class A ordinary shares subject to possible redemption was 2,930,233 ²⁰ as of September 30, 2025, down from 5,750,000 ²¹ as of September 30, 2024, due to redemptions.

A significant operational development during the period was the Extraordinary General Meeting held on June 30, 2025, where shareholders approved an amendment to the company's charter to extend the period to consummate a business combination up to 12 times, each by an additional one-month extension, for a total of up to 12 months to July 3, 2026 ²². In connection with this meeting, 2,819,767 Class A ordinary shares were redeemed, resulting in approximately $29 million ²³ being released from the Trust Account to pay redeeming shareholders. The company also entered into a Trust Amendment, requiring a Monthly Extension Fee of $150,000 ²⁴ to be deposited into the Trust Account for each extension. As of the filing date, an aggregate of $900,000 ²⁵ of this fee has been deposited, with $150,000 ²⁶ paid by the company and $750,000 ²⁷ by the Sponsor, for which the company issued five unsecured promissory notes to the Sponsor ²⁸. Additionally, on August 25, 2025, the company issued an unsecured promissory note for up to $300,000 ²⁹ to the Sponsor for general working capital purposes, with $200,000 ³⁰ outstanding as of September 30, 2025.

Eureka Acquisition Corp'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 ³¹. 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 promptly, but no later than the fifth business day, following the satisfaction or waiver of the conditions set forth in the BCA ³³.

The growth area for the combined entity, Marine Thinking Holdings Inc., lies in the autonomous ship and fleet solutions market, as Marine Thinking is described as a provider in this space ³⁴. While the filing does not quantify the market size or expected revenue contribution from this specific area, the strategic role of this acquisition is to transition EURK from a blank check company to an operating entity in a specialized technology sector. No specific timelines or milestones for product launches or market penetration by Marine Thinking are detailed in the filing beyond the closing of the business combination.

Regarding operational outlook, the company expects to continue incurring significant professional costs as a publicly traded company and significant transaction costs in pursuit of its acquisition plans ³⁵. The Trust Account funds, after redemptions, are intended to be used to acquire the target business and cover related expenses ³⁶. Any remaining proceeds will serve as working capital for the target business's operations, including expansion, strategic acquisitions, marketing, and research and development ³⁷. The company has adopted ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in its annual audited consolidated financial statements for the year ended September 30, 2025 ³⁸.

Planned capital allocation includes the use of IPO proceeds and funds from the Trust Account for the business combination and working capital ³⁹. The Sponsor has provided $750,000 ⁴⁰ in Monthly Extension Fees in exchange for unsecured promissory notes, convertible into private units at a rate of $10.00 ⁴¹ per unit, and an additional unsecured promissory note for up to $300,000 ⁴² for general working capital, also convertible into private units at $10.00 ⁴³ per unit. The company has not paid any cash dividends to date and does not intend to prior to the completion of its initial business combination ⁴⁴. Future dividend payments will depend on revenues, earnings, capital requirements, and financial condition post-combination ⁴⁵.

Structural headwinds and execution risks include the possibility of insufficient funds to operate prior to the initial business combination if due diligence and negotiation costs exceed estimates, or if interest income from the Trust Account is less than expected ⁴⁶. The company may need additional financing to consummate the business combination or if a significant number of public shares are redeemed ⁴⁷. The mandatory liquidation if a business combination is not completed by July 3, 2026, raises substantial doubt about the company's ability to continue as a going concern ⁴⁸.

Geographic, regulatory, or macro factors identified as constraints include potential U.S. foreign investment regulations, particularly if the company is considered a "foreign person" under CFIUS rules, which could subject a business combination with a U.S. business in a regulated or national security-sensitive industry to review, potentially blocking or delaying the transaction ⁴⁹. The company's initial focus on Asia for target identification, coupled with a majority of its executive officers and directors having ties to China, could make it a less attractive partner to non-China or non-Hong Kong-based target companies ⁵⁰. Furthermore, changes in PRC laws, regulations, or interpretations could materially affect operations, and difficulties in enforcing foreign judgments or bringing actions in China against the company or its officers and directors are noted ⁵¹.

The most material risks disclosed in the filing include the substantial doubt about the company's ability to continue as a going concern due to the mandatory liquidation if a business combination is not completed by July 3, 2026, and the need for additional financing ⁵². There is no assurance that the company will obtain necessary approvals, satisfy closing conditions, or raise additional capital to complete the Marine Thinking transaction or any other business combination ⁵³. Geopolitical conflicts, such as the ongoing Russia/Ukraine and Hamas/Israel conflicts, and rising trade tensions between the U.S. and China, may increase market volatility and economic uncertainties, potentially impacting the company's ability to consummate a business combination or the operations of a target business ⁵⁴. The company may be subject to U.S. foreign investment regulations, including CFIUS review, if it pursues a business combination with a U.S. business in a regulated or national security-sensitive industry, which could block or delay the transaction and limit the pool of potential targets ⁵⁵. Furthermore, the company's officers and directors have pre-existing fiduciary duties and contractual obligations to other businesses, which may create conflicts of interest in presenting business opportunities ⁵⁶. If the company fails to complete a business combination within the prescribed timeline, public shareholders may only receive $10.00 per share ⁵⁷ initially, and warrants and rights will expire worthless ⁵⁸.

Management's message to shareholders emphasizes the company's ongoing efforts to complete its initial business combination, highlighted by the recently executed business combination agreement with Marine Thinking Inc., an autonomous ship and fleet solution provider ⁵⁹. The strategic priority is to successfully close this transaction, which involves a domestication of EURK to Canada and a name change to "Marine Thinking Holdings Inc." ⁶⁰. Management has secured extensions for the business combination deadline, now potentially extending up to July 3, 2026 ⁶¹, by depositing an aggregate of $900,000 ⁶² in Monthly Extension Fees into the Trust Account, with $750,000 ⁶³ contributed by the Sponsor through unsecured promissory notes. Another key priority is managing liquidity and capital resources, as evidenced by the $300,000 ⁶⁴ working capital loan from the Sponsor. Management acknowledges the significant costs associated with being a public company and pursuing acquisition plans, and the need for additional financing if current funds are insufficient ⁶⁵. The overall tone suggests a focused effort on completing the Marine Thinking transaction while navigating financial and regulatory complexities.