Eureka Acquisition Corp 8-K

What Happened

• Eureka Acquisition Corp (EURK) filed an 8-K reporting that it deposited $150,000 into its trust account on May 4, 2026 to extend the deadline to complete its initial business combination by one month, from May 3, 2026 to June 3, 2026. The deposit (the “Monthly Extension Fee”) was made by Marine Thinking Inc. pursuant to the parties’ business combination agreement.
• In connection with that payment, the Company issued an unsecured, non‑interest bearing promissory note to Marine Thinking in the principal amount of $150,000 (the “Extension Note”). The note is payable on the earlier of the closing of the business combination or the Company’s liquidation/term expiry and contains events of default that could accelerate payment. Marine Thinking has the right (but not the obligation) to convert the note into private Units of the Company at $10.00 per Unit, with conversion notice required at least two business days before closing.

Key Details

• $150,000 deposited into the Company’s Trust Account on May 4, 2026 to extend the SPAC deadline one month to June 3, 2026. Further one‑month extensions are possible (to July 3, 2026) with additional $150,000 deposits.
• Extension Note: $150,000 principal, no interest, payable upon closing or company expiry; events of default include missed payment within five business days of maturity, bankruptcy, breaches, cross‑defaults and enforcement actions.
• Conversion feature: payee may convert principal into Units (one Unit = one Class A ordinary share + one right to receive 1/5 of a share upon business combination) at $10 per Unit; converted Units are subject to transfer restrictions until the business combination and are entitled to registration rights.
• Company filed a Form S-4 (File No. 333-295483) for the proposed transaction; proxy/prospectus materials will be provided to shareholders when available.

Why It Matters

• This filing shows the SPAC bought one extra month to complete its merger with Marine Thinking, giving more time to close the proposed transaction without liquidating. The $150K payment benefits public shareholders by remaining in the Trust Account.
• The Extension Note creates a $150K obligation that could convert into equity, which may dilute existing shareholders if conversion occurs. The note is unsecured and non‑interest bearing, and contains typical default provisions that could accelerate repayment.
• Investors should monitor the pending S-4/proxy materials and any further extension payments or developments around the Marine Thinking transaction and the new June 3, 2026 deadline.