Eureka Acquisition Corp. Announces Entry Into Material Definitive Agreement and Extension Promissory Note with Marine Thinking Inc.

Key Developments:

• Eureka Acquisition Corp. (NASDAQ: EURKU, EURK, EURKR) has entered into a Material Definitive Agreement that involves the issuance of an Extension Promissory Note to Marine Thinking Inc.
• The Extension Note was issued on April 6, 2026, under the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.
• The Extension Note and related disclosures are included as a significant exhibit to Form 8-K, signaling a potentially impactful corporate event.

Details of the Extension Promissory Note:

• The Extension Note represents the creation of a direct financial obligation for Eureka Acquisition Corp. and may involve an obligation under an off-balance sheet arrangement.
• The full terms and conditions of the Extension Note are available as Exhibit 10.1 to the Form 8-K filing and are incorporated by reference.
• Marine Thinking Inc. is the primary counterparty to the Note, and the arrangement may allow for the conversion of the Note into Units (and underlying securities) of Eureka Acquisition Corp. upon certain conditions.
• Any Units (and underlying securities) issued upon conversion of the Note may not, subject to limited exceptions, be transferred or sold by Marine Thinking until Eureka completes its initial business combination. These securities are also entitled to registration rights.

Impact on Shareholders and Potential Share Price Movement:

• The arrangement with Marine Thinking Inc. appears to be in connection with a proposed business combination, as the company intends to file a registration statement on Form S-4 with the SEC. This registration statement will contain a proxy statement/prospectus for Eureka shareholders, signaling a likely merger or acquisition event.
• Shareholders are urged to monitor upcoming SEC filings, including the proxy statement/prospectus, as these will contain vital information regarding the transaction, its structure, and its impact on shareholder value.
• Eureka Acquisition Corp.’s securities, including the Units (EURKU), Class A Ordinary Shares (EURK), and Rights (EURKR), all trade on the Nasdaq Stock Market LLC, making these developments potentially price-sensitive.
• The transaction is subject to various risks, including the risk of not obtaining shareholder or regulatory approval, changes in market or economic conditions, and other uncertainties associated with SPAC business combinations.
• The company has clearly stated that no offer or solicitation of securities is being made at this time except by means of the prospectus to be filed with the SEC.

Other Notable Disclosures:

• Eureka Acquisition Corp. is classified as an Emerging Growth Company under Rule 405 of the Securities Act of 1933, which allows for certain reduced public company reporting requirements.
• The company has not elected to use the extended transition period for complying with new or revised financial accounting standards, meaning any changes in accounting standards will be adopted as required for other public companies.
• The Form 8-K includes standard forward-looking statements, noting that actual results may differ materially due to a variety of factors, including the ability to close the proposed transaction with Marine Thinking, regulatory and shareholder approvals, litigation, and changes in market conditions.

Shareholder Action Required:

• Upon the effectiveness of the registration statement, definitive proxy materials will be mailed to shareholders of record for a vote on the proposed transaction. Shareholders should review all communications from the company and the SEC carefully and consider the implications for their investment.
• The company encourages interested parties to obtain the proxy statement/prospectus, once available, free of charge from the SEC’s website or by contacting the company directly.

Signatory:

The Form 8-K was signed by Fen Zhang, Chief Executive Officer of Eureka Acquisition Corp.

Disclaimer: This article is a summary and analysis of Eureka Acquisition Corp.’s Form 8-K filing dated April 6, 2026. It is provided for informational purposes only and does not constitute investment advice or a solicitation to buy or sell any securities. Investors should read all official filings and consult their financial advisors before making investment decisions. Actual outcomes and future events may differ materially from those anticipated in forward-looking statements due to various risks and uncertainties.

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