10-K: Eureka Acquisition Corp. to Merge with Marine Thinking

Eureka Acquisition Corp. announces a definitive business combination agreement with Marine Thinking Inc., an autonomous ship and fleet solution provider, alongside financial results for the fiscal year ended September 30, 2025.

Summary

• Eureka Acquisition Corp. (EURK), a Cayman Islands-incorporated SPAC, entered into a definitive Business Combination Agreement (BCA) with Marine Thinking Inc., a Canadian autonomous ship and fleet solution provider, on October 29, 2025.
• The transaction involves EURK deregistering as a Cayman Islands company and domesticating to Canada, changing its name to Marine Thinking Holdings Inc., followed by Marine Thinking and a wholly-owned subsidiary of EURK amalgamating.
• The IPO closed on July 3, 2024, raising $50,000,000 from 5,000,000 units at $10.00 each, plus an additional $7,500,000 from an over-allotment option.
• As of September 30, 2025, EURK reported a net income of $1,370,753, primarily from $2,230,500 in interest income from the Trust Account, offset by $859,747 in general and administrative expenses.
• The company had $51,431 in cash outside the Trust Account and a working capital deficiency of $625,273 as of September 30, 2025.
• Shareholders approved an amendment on June 30, 2025, extending the business combination period from January 3, 2026, up to July 3, 2026, through monthly extensions, each requiring a $150,000 deposit into the Trust Account.
• 2,819,767 Class A ordinary shares were redeemed in connection with the extension, resulting in approximately $29 million being released from the Trust Account.
• The Sponsor (Hercules Capital Management Corp) has provided $750,000 in Extension Notes and up to $300,000 in Working Capital Notes to fund operations and extensions, convertible into private units at $10.00 per unit.

Sentiment

Score: 6

Explanation: The definitive business combination agreement is a positive step for a SPAC, providing clarity on its future. However, significant shareholder redemptions and ongoing reliance on sponsor financing for extensions and working capital introduce notable financial challenges and risks. The going concern warning also tempers enthusiasm.

Positives

• Secured a definitive Business Combination Agreement with Marine Thinking Inc., an autonomous ship and fleet solution provider, providing a clear path for the SPAC.
• Generated significant interest income of $2,230,500 from the Trust Account for the fiscal year ended September 30, 2025.
• Successfully extended the business combination deadline to July 3, 2026, providing more time to complete the merger.
• Management and the Sponsor have demonstrated commitment by funding extension fees and working capital loans.

Negatives

• Significant shareholder redemptions of 2,819,767 Class A ordinary shares, resulting in approximately $29 million released from the Trust Account, reducing the capital available for the business combination.
• The company has a working capital deficiency of $625,273 as of September 30, 2025, indicating a reliance on external financing for ongoing operations.
• The company's ability to continue as a going concern is in substantial doubt due to mandatory liquidation if a business combination is not completed by July 3, 2026, and the need for additional financing.
• Reliance on the Sponsor for funding extension fees and working capital loans, which are convertible into equity, potentially diluting public shareholders.

Risks

• Going Concern Uncertainty: Substantial doubt about the company's ability to continue as a going concern if the business combination is not completed by July 3, 2026, or if additional financing is not secured.
• Business Combination Completion Risk: No assurance that the company will obtain necessary approvals, satisfy closing conditions, or raise additional capital to complete the transaction prior to July 3, 2026.
• Shareholder Redemption Impact: High redemption rates could reduce the capital available for the business combination, potentially limiting the company's ability to meet target business closing conditions or forcing it to seek third-party financing.
• Foreign Ownership Restrictions/CFIUS Review: Potential business combinations with U.S. businesses in regulated or national security-sensitive industries could be subject to foreign ownership restrictions or CFIUS review, which could block or delay the transaction, or impose conditions.
• PRC Regulatory Risks: Uncertainty regarding PRC laws, regulations, or interpretations, particularly if the target business is China-based, could lead to regulatory actions, sanctions, or hinder the ability to list securities on Nasdaq.
• Enforcement of Civil Liabilities: Difficulties for U.S. investors to enforce legal rights or judgments against the company or its officers/directors located outside the U.S., especially in China, due to lack of reciprocal treaties.
• PCAOB Inspection Risk: If the combined company's auditor cannot be inspected by the PCAOB for two consecutive years, trading of securities on U.S. national exchanges could be prohibited under the HFCAA.
• Conflicts of Interest: Officers and directors have other business affiliations and pre-existing fiduciary duties, potentially leading to conflicts in allocating time or presenting business opportunities.
• Dilution from Sponsor Loans: Loans from the Sponsor for extensions and working capital are convertible into private units, which could dilute public shareholders upon business combination.
• Rights Expiration: Public rights and private placement rights will expire worthless if the company fails to complete its initial business combination within the prescribed time period.
• Market Volatility and Economic Uncertainties: Global social and political circumstances (e.g., U.S.-China trade tensions, Russia/Ukraine, Hamas/Israel conflicts) may adversely affect the ability to consummate a business combination or the operations of a target business.

Future Outlook

The company intends to complete the business combination with Marine Thinking Inc. by July 3, 2026, following a domestication to Canada and name change to Marine Thinking Holdings Inc. Management expects to continue incurring significant costs in pursuit of its acquisition plans and as a public company. The company may need to obtain additional financing to consummate the initial business combination or if significant redemptions occur.

Management Comments

• Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus on Asia.
• We intend to utilize cash derived from the proceeds of our initial public offering (the IPO), our securities, debt or a combination of cash, securities and debt, in effecting a business combination.
• We do not consider that we face significant cybersecurity risk.
• Our management is generally responsible for assessing and managing any cybersecurity threats.
• We will affirmatively exclude any target company the financial statements of which are audited by an accounting firm that the PCAOB has been unable to inspect for two consecutive years at the time of our business combination.
• We are a blank check company incorporated in Cayman Islands with no operation of our own except searching for a non-China-based target for our initial Business Combination.
• We view all of these provisions [in the amended articles] as binding obligations to our shareholders and neither we, nor our officers or directors, will take any action to amend or waive any of these provisions unless we provide dissenting public shareholders with the opportunity to redeem their public shares.

Industry Context

The filing describes a typical SPAC lifecycle, culminating in a proposed de-SPAC transaction with Marine Thinking Inc., a company in the growing autonomous ship and fleet solution sector. This aligns with broader industry trends in maritime automation and smart logistics. The significant shareholder redemptions observed are a common challenge for SPACs, often indicating investor skepticism or a preference for redemption over merger. The detailed discussion of PRC regulations highlights the increasing scrutiny and complexity for SPACs with ties to China or seeking China-based targets, even though Eureka Acquisition Corp. states it is not a China-based issuer.

Comparison to Industry Standards

• The filing does not provide specific comparisons to industry benchmarks or comparable companies/projects.
• The redemption rate of approximately 49% (2,819,767 shares out of an initial 5,750,000 public shares) is relatively high, which is a common trend in the SPAC market, often indicating shareholder skepticism or preference for redemption over merger.

Management Changes

Corporate Governance

Legal Proceedings

• The company is not currently a party to any material litigation or other legal proceedings brought against it.
• The company is not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on its business, financial condition or results of operations.

Related Party Transactions

• Founder Shares: Sponsor acquired 1,437,500 Class B ordinary shares for an aggregate purchase price of $25,000. Sponsor transferred 10,000 Founder Shares to each independent director (Dr. M. Anthony Wong, Ms. Lauren Simmons, Mr. Kevin McKenzie).
• Private Units: Sponsor purchased 228,000 Private Units for $2,280,000.
• Promissory Note (IPO Expenses): Sponsor loaned up to $500,000 for IPO expenses, which was fully repaid upon closing of the IPO on July 3, 2024.
• Extension Notes: Sponsor provided $750,000 in unsecured promissory notes for Monthly Extension Fees, convertible into private units at $10.00 per unit. As of September 30, 2025, $300,000 was outstanding.
• Working Capital Loans: Sponsor provided an unsecured promissory note of up to $300,000 for working capital, convertible into private units at $10.00 per unit. As of September 30, 2025, $200,000 was outstanding.
• Administrative Services Agreement: The company pays the Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support. $120,000 was incurred for the year ended September 30, 2025.
• Share Purchase Option: Sponsor issued an option to Mr. Cameron Johnson to acquire 10,000 Founder Shares.

Stakeholder Impact

• Shareholders: Public shareholders who redeemed shares received approximately $10.00 per share. Remaining public shareholders face potential dilution from the Sponsor's convertible notes and the risk of rights expiring worthless if the business combination fails. They also have the opportunity for future gains if the Marine Thinking merger is successful.
• Sponsor: Continues to fund extensions and working capital, increasing its stake through convertible notes, but also bears the risk of losing its investment if the business combination is not completed.
• Management/Directors: Continue to receive reimbursement for out-of-pocket expenses and hold founder shares, with potential for future compensation from the combined company.
• Marine Thinking Inc.: Stands to become a publicly traded entity through the de-SPAC transaction, gaining access to public markets.
• Creditors: Obligations under Cayman Islands law to provide for claims of creditors in case of liquidation.

Next Steps

• Complete deregistration as a Cayman Islands exempted company and domestication to Canada.
• Change EURK's name to Marine Thinking Holdings Inc.
• Marine Thinking and Amalgamation Sub to amalgamate into Amalco, which will become a direct wholly-owned subsidiary of EURK (Marine Thinking Holdings Inc.).
• Closing of the Business Combination, subject to satisfaction of conditions and shareholder approval.
• EURK to register for resale registrable securities held by the Sponsor and Target Shareholders.
• Sponsor and certain Target Shareholders will enter into lock-up agreements.
• Continue to make monthly extension fee deposits into the Trust Account if further extensions are needed up to July 3, 2026.

Key Dates

Recommendation

The definitive business combination agreement with Marine Thinking Inc. provides a clear path forward for the SPAC, which is a positive development. However, the significant shareholder redemptions, the company's working capital deficiency, and the ongoing reliance on sponsor financing introduce considerable uncertainty and potential dilution. The 'going concern' warning further highlights the inherent risks. Investors should hold and closely monitor the progress of the business combination, including shareholder approvals and financing conditions, before making further investment decisions. The autonomous ship sector is promising, but the execution risks for this particular SPAC transaction are notable.

Keywords

SPAC, Eureka Acquisition Corp, Marine Thinking, Business Combination, De-SPAC, Autonomous Ships, Fleet Solutions, SEC Filing, 10-K, Financial Report, Corporate Governance, Risk Factors, Shareholder Redemption, Trust Account, Nasdaq, Cayman Islands, Canada Business Corporations Act, Hercules Capital Management Corp