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. Its primary customer segments are its public shareholders, who participate in the IPO with the expectation of a future business combination. The company's management has broad discretion over the application of proceeds held outside the Trust Account, primarily for consummating a business combination and working capital ⁶.

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 ⁷. This proposed business combination 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." or another agreed-upon name ⁸. 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 newly named EURK ⁹.

For the fiscal year ended September 30, 2025, EURK reported a net income of $1,370,753 ¹⁰, which was derived from interest income from the Trust Account of $2,230,500 ¹¹, offset by general and administrative expenses of $859,747 ¹². Cash used in operating activities for the same period was $668,921 ¹³. As of September 30, 2025, the company had cash of $51,431 ¹⁴ held outside the Trust Account and investments held in the Trust Account totaling $31,338,322 ¹⁵. The company reported a working capital deficiency of $625,273 ¹⁶ and total liabilities of $724,581 ¹⁷. There was no long-term debt or capital lease obligations as of September 30, 2025 ¹⁸.

Comparing year-over-year, EURK's net income increased from $255,721 ¹⁹ in the fiscal year ended September 30, 2024, to $1,370,753 ¹⁰ in 2025. This increase was primarily driven by a rise in interest income from the Trust Account, which grew from $609,787 ²⁰ in 2024 to $2,230,500 ¹¹ in 2025. General and administrative expenses also increased from $354,066 ²¹ in 2024 to $859,747 ¹² in 2025. Cash held outside the Trust Account decreased significantly from $670,352 ²² in 2024 to $51,431 ¹⁴ in 2025, while investments held in the Trust Account decreased from $58,109,787 ²³ to $31,338,322 ¹⁵ due to public shareholder redemptions. The number of Class A ordinary shares subject to possible redemption decreased from 5,750,000 ²⁴ in 2024 to 2,930,233 ²⁵ in 2025, reflecting redemptions totaling approximately $29 million ²⁶ released from the Trust Account.

Significant operational developments during the period include the consummation of the IPO on July 3, 2024, which generated gross proceeds of $50,000,000 ²⁷, followed by the exercise of an over-allotment option for an additional 750,000 units, generating $7,500,000 ²⁸. Concurrently, private placements to the Sponsor generated total proceeds of $2,280,000 ²⁹. On June 30, 2025, shareholders 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 12 months to July 3, 2026 ³⁰. In connection with this, 2,819,767 ³¹ Class A ordinary shares were redeemed, resulting in approximately $29 million ²⁶ being released from the Trust Account. The company also entered into an Option Purchase Agreement on July 6, 2025, with Marine Thinking, where the Sponsor agreed to sell an option to purchase 583,333 SPAC Shares for an aggregate price of $1,750,000 ³². Additionally, EURK entered into a Finder's Agreement on April 1, 2025, with Alpha Innovators Limited, agreeing to issue SPAC Class A Shares equal to 3% of the Company Valuation divided by the Redemption Price upon consummation of a business combination with a target introduced by the Finder ³³.

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. The company currently has until January 3, 2026, to complete its business combination, with the possibility of extending this period up to July 3, 2026, through monthly extensions ³⁴. The closing of the Business Combination is expected to take place electronically no later than the fifth business day following the satisfaction or waiver of the conditions set forth in the Business Combination Agreement ³⁵.

The main growth area for the company is the integration with Marine Thinking, which operates in the autonomous ship and fleet solutions sector. While the filing does not provide specific revenue or margin projections for the combined entity, the strategic role of this acquisition is to transition EURK from a blank check company to an operating entity in a specialized technology sector. The business combination involves a series of transactions, including EURK's domestication to Canada and a name change to "Marine Thinking Holdings Inc." ⁸, followed by the amalgamation of Marine Thinking and Amalgamation Sub to form Amalco, which will become a direct wholly-owned subsidiary of the new entity ⁹. This transformation is critical for the company to achieve its operational objectives and generate revenue.

Operationally, the company expects to incur significant professional costs as a publicly traded company and substantial transaction costs in pursuit of its acquisition plans ³⁶. The company's management reviews general and administrative expenses to manage and forecast cash, ensuring sufficient capital for the business combination within the prescribed period ³⁷. Interest earned on investments held in the Trust Account is monitored to measure shareholder value and determine the most effective investment strategy while maintaining compliance with the trust agreement ³⁸.

Regarding capital allocation, an aggregate of $900,000 ³⁹ of the Monthly Extension Fee has been deposited into the Trust Account, with $150,000 ⁴⁰ paid by the company from its working capital and $750,000 ⁴¹ paid by the Sponsor. In connection with the Sponsor's payments, the company issued five unsecured promissory notes totaling $600,000 ⁴² to the Sponsor, which bear no interest and are convertible into private units at the Sponsor's discretion upon consummation of a business combination ⁴³. Additionally, the company issued an unsecured promissory note for up to $300,000 ⁴⁴ to the Sponsor for general working capital purposes, which also bears no interest and is convertible into private units ⁴⁵. The company has agreed to pay the Sponsor a monthly fee of $10,000 ⁴⁶ for administrative support, which will cease upon completion of the business combination or liquidation.

The company explicitly flags several structural headwinds and execution risks. There is no assurance that EURK will obtain the necessary approvals, satisfy the required closing conditions, raise additional capital, or complete the transaction prior to July 3, 2026 ⁴⁷. The company also has no approved plan to extend the business combination deadline or fund operations beyond July 3, 2026, if the business combination is not completed ⁴⁸. These factors raise substantial doubt about the company's ability to continue as a going concern ⁴⁹. Furthermore, the company's ability to consummate a business combination or the operations of a target business may be materially and adversely affected by various social and political circumstances, including rising trade tensions between the U.S. and China, and global conflicts such as the Russia/Ukraine and Hamas/Israel conflicts ⁵⁰. The ability to raise equity and debt financing may also be impacted by increased market volatility or decreased market liquidity ⁵¹.

Eureka Acquisition Corp faces several material risks, primarily stemming from its nature as a blank check company and its proposed business combination. The most significant risk is the uncertainty surrounding the completion of the initial business combination with Marine Thinking Inc. There is no assurance that the company will obtain the necessary shareholder approvals, satisfy the required closing conditions, or raise the additional capital needed to fund its operations and complete the transaction prior to the deadline of January 3, 2026, or the fully extended date of July 3, 2026 ⁴⁷. Failure to complete a business combination within this period would trigger an automatic winding up, dissolution, and liquidation of the company, resulting in public shareholders receiving only the aggregate amount then on deposit in the Trust Account (less up to $50,000 ⁵² for dissolution expenses), and the Public Rights and private placement rights expiring worthless ⁵³. This mandatory liquidation, coupled with the need for additional financing, raises substantial doubt about the company's ability to continue as a going concern ⁴⁹. Geopolitical and macroeconomic factors also pose significant risks; 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 the company's ability to consummate a business combination or the operations of a target business ⁵⁰. These events could also impact the availability of equity and debt financing due to increased market volatility or decreased market liquidity ⁵¹. Additionally, the company's Chief Executive Officer and Chairman, Dr. Fen Zhang, is not a U.S. person, and the Sponsor, which he controls, owns approximately 33.89% ⁵⁴ of the company's issued and outstanding shares. This foreign ownership could subject any proposed business combination with a U.S. business in a regulated or national security-sensitive industry to mandatory filing with or review by the Committee on Foreign Investment in the U.S. (CFIUS), potentially blocking or delaying the transaction or imposing mitigation conditions ⁵⁵.

Management's message to shareholders emphasizes the ongoing efforts to complete the initial business combination with Marine Thinking Inc., an autonomous ship and fleet solution provider. They highlight the approval of the charter amendment on June 30, 2025, which extended 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 ³⁰. Management acknowledges the significant redemptions of 2,819,767 ³¹ Class A ordinary shares, resulting in approximately $29 million ²⁶ being released from the Trust Account. A key strategic priority is securing the necessary financing and approvals to close the Marine Thinking transaction, as the company currently has a working capital deficiency of $625,273 ¹⁶ and no commitments for additional financing, which raises substantial doubt about its ability to continue as a going concern if the business combination is not completed ⁴⁹. Management also stresses the importance of navigating geopolitical and regulatory complexities, particularly concerning potential U.S. foreign investment regulations and PRC regulatory changes, which could impact the company's ability to complete a business combination or list its securities.