Eureka Acquisition Corp 8-K

What Happened

• Eureka Acquisition Corp (EURK) announced it received a $150,000 deposit from its sponsor, Hercules Capital Management Corp, to extend the company’s deadline to complete its initial business combination. The deposit was placed into the company’s trust account on February 3, 2026, enabling a one‑month extension from February 3, 2026 to March 3, 2026.
• In connection with that payment, the company issued an unsecured, non‑interest bearing promissory note (the “Extension Note”) dated February 4, 2026 to the Sponsor for the $150,000. The note is payable on either the closing of the business combination or the company’s term expiry (the Maturity Date) and contains customary default and acceleration provisions.

Key Details

• Sponsor: Hercules Capital Management Corp paid $150,000 into the Trust Account on Feb 3, 2026 to fund a one‑month extension (to Mar 3, 2026).
• Extension Note: $150,000 principal, unsecured, no interest, payable at business combination closing or term expiry; events of default can accelerate payment.
• Conversion right: Sponsor may convert the note, in whole or in part, into private Units (1 Class A share + right to 1/5 of a share) by giving written notice at least two business days before closing; conversion rate = principal ÷ $10 per Unit.
• Transfer and registration: Units issuable on conversion are generally non‑transferable until the business combination is completed and are entitled to registration rights; issuance relied on Section 4(a)(2) exemption.

Why It Matters

• For investors, this filing confirms the SPAC obtained short‑term funding from its sponsor to buy one more month to complete a deal, avoiding immediate liquidation or wind‑down for now. The Extension Note creates a short‑term liability on the company’s balance sheet and gives the sponsor a potential path to receive private units instead of cash repayment.
• The conversion feature could dilute public shareholders if exercised, and the registration/transfer restrictions mean any converted units are not freely tradable until the business combination closes. The action is a common SPAC extension mechanism but is material because it affects timing, potential dilution, and the company’s capital structure.