Eureka Acquisition Corp. (Nasdaq: EURK) Enters into Material Definitive Agreement – Extension Promissory Note with Marine Thinking Inc.

Key Highlights

• Material Event: Eureka Acquisition Corp. (the “Company”) has announced the execution of an Extension Promissory Note with Marine Thinking Inc., a move that extends the deadline for the Company’s initial business combination.
• Principal Amount: The Extension Promissory Note is valued at US\$150,000 and is dated March 13, 2026.
• Purpose: The Note is intended to provide additional time for Eureka to complete its initial business combination, which was previously due by March 3, 2026, under the Company’s amended and restated memorandum and articles of association (“Charter”).
• Shareholder Impact: The Note may be converted into Units of Eureka (and underlying securities), but these Units:
  • Are not transferable or salable by Marine Thinking until completion of the Company’s initial business combination, except under certain limited exceptions.
  • Are entitled to registration rights.
• Securities Registration: The Company intends to file a registration statement on Form S-4 with the SEC, which will include a proxy statement/prospectus for shareholders regarding the proposed business combination.
• Trading Symbols:
  • Units (each consisting of one Class A ordinary share and one right to acquire one-fifth of one Class A share): EURKU
  • Class A ordinary shares: EURK
  • Rights: EURKR
  • All securities are listed on NASDAQ.
• Emerging Growth Company: Eureka Acquisition Corp. is classified as an emerging growth company.

What Shareholders Need to Know (Potential Price Sensitive Information)

• Extension of Timeline for Business Combination:
  
  The Company had an original deadline of March 3, 2026, to complete its initial business combination. The execution of the Extension Promissory Note gives Eureka more time to identify and execute a merger or acquisition, which could have a significant impact on the Company’s future direction and valuation.
• Convertible Note Terms & Potential Dilution:
  
  The Note may be converted into Eureka Units (and underlying securities). If converted, this could lead to dilution of existing shareholders’ stakes, depending on how many Units are issued.
• Upcoming Shareholder Vote:
  
  A registration statement (Form S-4) and proxy statement/prospectus will be filed for the proposed business combination. Shareholders will have the opportunity to vote on the transaction, which can directly affect the value and future of the Company.
• Trading and Liquidity Restrictions:
  
  Units issued to Marine Thinking upon conversion of the Note cannot be transferred or sold until the business combination is completed, except for certain limited exceptions. This may limit immediate liquidity but could also indicate a long-term alignment of interests.
• Regulatory and Forward-Looking Risks:
  
  The completion of the proposed business combination is subject to a number of risks, including regulatory approval, shareholder approval, and other customary closing conditions. Any delays or failures in these areas could affect the Company’s share price.
• No Immediate Offer or Solicitation:
  
  The Company clarified that this disclosure is not a solicitation or an offer to buy or sell securities at this stage.
• Access to Further Information:
  
  Shareholders and investors are encouraged to read the preliminary and definitive proxy statement/prospectus, which will be available on the SEC’s website and via request to the Company.
• Exhibit Details:
  
  The full text of the Extension Promissory Note is attached as Exhibit 10.1 to the 8-K filing and should be reviewed for complete details.
• Management:
  
  The report is signed by Fen Zhang, Chief Executive Officer, on March 16, 2026.

Potential Share Price Impact

The Company’s ability to extend the business combination deadline is a pivotal event that could significantly influence share price. If a suitable target is identified and a transaction is completed, it could add substantial value for shareholders. However, the possibility of dilution from conversion of the Note, as well as the risks associated with closing a business combination, introduce uncertainty. Investors should monitor further disclosures closely.

Next Steps for Investors

1. Watch for the filing of the Form S-4 registration statement and proxy statement/prospectus for details on the proposed transaction.
2. Review the full terms of the Extension Promissory Note (Exhibit 10.1) for specifics on conversion, interest, maturity, and other critical terms.
3. Participate in the shareholder vote when scheduled, as it will directly impact both the completion of the business combination and the future of the Company.
4. Stay updated on further SEC filings and Company announcements regarding progress toward the business combination.

Disclaimer

This article is for informational purposes only and does not constitute investment advice, an offer, or solicitation to buy or sell any security. Investors should perform their own due diligence and consult with their financial advisors before making any investment decisions. The information provided is based on currently available filings and may be subject to change.

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