EURKU

Risk Factors” and elsewhere in this Overview We are a blank check company formed under the laws of Cayman Island on June 13, 2023, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.
The proceeds of $57,500,000 ($10.00 per Public Unit) in the aggregate from the IPO and the Private Placement and sale of the Option Units, were placed in the trust account (the “Trust Account) with Continental Stock Transfer & Trust Company acting as trustee.
On March 20, 2025, our board of directors accepted the resignation of Dr.
Anthony Wong, the independent director, resigning from his position as a director of the Company.
Concurrently, the Company, by ordinary resolutions of its directors, appointed Mr.
Cameron Richard Johnson as the independent director of the Company to fill the vacancy, effective immediately.
Cameron Richard Johnson was also appointed as the chairperson of the Audit Committee and a member of the Compensation Committee.
We entered into an Indemnity Agreement with Mr.
In connection with the appointment of Mr.
Johnson as the director of the Company, the Sponsor issued a share purchase option dated March 20, 2025 (the “Share Purchase Option”) to Mr.
Johnson to acquire 10,000 ordinary shares of the Company held by the Sponsor (the “Founder Shares”) upon the exercise of the Share Purchase Option once the existing lock-up term on such Founder Shares expires pursuant to the terms and arrangements thereunder.
Proposed Business Combination with Marine Thinking On October 29, 2025, EURK entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”), with Marine Thinking Inc.
(“Marine Thinking”), a company incorporated under the Canada Business Corporations Act (“CBCA”) and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of EURK (the “Amalgamation Sub,” together with EURK and Marine Thinking, the “Parties, “and each, a “Party”).
Marine Thinking is an autonomous ship and fleet solution providing company.
The BCA contemplates that the business combination among EURK, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the time when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective Time”), EURK shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the domestication to Canada under the CBCA (the “SPAC Continuance”).
Upon the completion of the SPAC Continuance, the name of EURK shall be changed from “Eureka Acquisition Corp” to “Marine Thinking Holdings Inc.” or such other name as the Parties may agree on; and (ii) following the SPAC Continuance, and in accordance with the applicable provisions of the BCA and in accordance with the CBCA, at the closing of the transactions contemplated by the BCA (the “Closing”), Marine Thinking and the Amalgamation Sub shall amalgamate and continue as one company, being the Amalco (“Amalco”), under the terms and conditions prescribed in the amalgamation agreement to be signed by Marine Thinking and Amalgamation Sub and in accordance with section 181 of the CBCA (the “Amalgamation”).
Following the Amalgamation Effective Time, Amalco will become a direct wholly owned subsidiary of EURK.
The Continuance, the Amalgamation, and the other transactions contemplated by the BCA are hereinafter referred to as the “Business Combination” or the “Transactions.” The closing of the Business Combination shall take place electronically by remote exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than the fifth (5) business day, following the satisfaction (or, to the extent permitted by applicable law or waiver) of the conditions set forth in the BCA (the “Closing Date”) or at such other place, date and/or time as EURK and Marine Thinking may agree in writing.
June 2025 Shareholder Meeting On June 30, 2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”).
At the Extraordinary General Meeting, the shareholders of the Company approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s Second Amended and Restated Memorandum and Articles of Association, which provided that the Company has until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to two times, each by an additional three-month extension, for a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the “Current Charter”) to provide that the Company has until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to 12 times, each by an additional one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026.
The Company agreed that it would not withdraw any interest from the Trust Account for payment of dissolution expenses.
In connection with the Extraordinary General Meeting, 2,819,767 Class A Ordinary Shares were rendered for redemption, and approximately $ 29 million was released from the Trust Account to pay such redeeming shareholders.
Trust Amendment In connection with the Extraordinary General Meeting, the Company entered into an amendment to the trust agreement dated July 2, 2024 (the “Trust Amendment”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”).
The Trust Amendment provides that, among other things, for each Monthly Extension, the amount of $150,000 (the “Monthly Extension Fee”) shall be deposited into the Trust Account, and, in the event that the Monthly Extension Fee is not being deposited into the trust account by the 3rd day of each month since July 3, 2025, the Company has a period of thirty (30) days (the “Cure Period”) to pay any applicable past due payment for the Monthly Extension Fee.
If the Company fails to make any applicable past due payment during the Cure Period, then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same effect as if the Company failed to complete a business combination within the prescribed timeline.
Extensions and Extension Notes Pursuant to the Current Charter, the Company currently has until January 3, 2026 to complete its business combination, which may be extended up to July 3, 2026 if fully extended by Monthly Extensions.
As of the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from its working capital and $600,000 was paid by the Sponsor.
In connection with the Sponsor’s payment of the Monthly Extension Fee, the Company issued five unsecured promissory notes in the aggregate principal amount of $750,000 (the “Extension Notes”) to the Sponsor.
The Extension Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of a business combination or (ii) the date of expiry of the term of the Company.
The Sponsor, has the right, but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into private units (the “Conversion Units”) of the Company, each consisting of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a business combination.
The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $ 10.00 .
Working Capital Loans On August 25, 2025, the Company issued an unsecured promissory note (the “Working Capital Note” and, together with the Extension Notes, the “Notes”) in the principal amount of up to $300,000 to the Sponsor.
The proceeds of the Working Capital Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes (the “Working Capital Loans”).
The Working Capital Note bears no interest and is payable in full upon the Maturity Date.
The Sponsor, has the right, but not the obligation, to convert the Working Capital Note, in whole or in part, respectively, into Conversion Units upon the consummation of a business combination, as described in the prospectus of the Company (File No: 333-277780), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the business combination.
For the year ended September 30, 2025, we had a net income of $1,370,753, which consisted of interest income from the Trust Account of $2,230,500 offset by general and administrative expenses of $859,747.
Cash used in operating activities was $668,921.
Changes in operating assets and liabilities provided $190,826 of cash for operating activities.
Liquidity and Capital Resources As of September 30, 2025, we had $51,431 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes.
As of September 30, 2025, we had cash of $51,431 and a working capital deficiency of $625,273.

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Gone since FY2024

Risk Factors” Overview We are a blank check company formed under the laws of Cayman Island on June 13, 2023, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities.
The proceeds of $57,500,000 ($10.00 per Public Unit) in the aggregate from the IPO and the Private Placement and sale of the Option Units, were placed in the Trust Account with Continental Stock Transfer & Trust Company acting as trustee.
For the period from June 13, 2023 (inception) through September 30, 2023, we had a net loss of $5,325, all of which consisted of formation and operating costs.
Cash used in operating activities was $4,269.
Liquidity and Capital Resources As of September 30,2024, we had $670,352 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes.
Over the next 12 months (assuming a business combination is not consummated prior thereto), we will be using the funds held outside of the Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination.
As of September 30, 2024, we had cash of $670,352 and a working capital deficiency of $684,474.
We have incurred and expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination.
In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that these conditions raise substantial doubt about our ability to continue as a going concern.
Our management’s plan in addressing this uncertainty is through the working capital loans from our Sponsor or its affiliates.
In addition, if we are unable to complete a business combination within the Combination Period, our board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of us.
There is no assurance that our plans to consummate a business combination will be successful within the Combination Period.
As a result, management has determined that such additional conditions also raise substantial doubt about our ability to continue as a going concern.
Our financial statement does not include any adjustments that might result from the outcome of this uncertainty.
Off-Balance Sheet Financing Arrangements We have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of September 30, 2024.
Contractual Obligations As of September 30, 2024, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
Critical Accounting Estimates In preparing these financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period.
It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events.
Recent Accounting Pronouncements In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), to simplify accounting for certain financial instruments.
ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity.
The new standard also introduces additional disclosures for convertible debt and free-standing instruments that are indexed to and settled in an entity’s own equity.
ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments.
ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.
The Company adopted ASU 2020-06 as of the inception of the Company.
Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows.
In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information.
The Company is currently evaluating the impact of adopting ASU 2023-07.
In December 2023, the FASB issued ASU 2023-09, Income taxes (Topic 740): Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness of income tax disclosures.
As of September 30, 2024, we were not subject to any market or interest rate risk.
Financial Statements and Supplementary Data.
Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of September 30, 2024, pursuant to Rule 15d-15(e) under the Exchange Act.
Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2024, our disclosure controls and procedures were effective.
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP.
Our internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Management assessed the effectiveness of our internal control over financial reporting at September 30, 2024.
Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of September 30, 2024.
Directors, Executive Officers and Corporate Governance Officers, Directors and Director Nominees Our officers and directors are as follows: Name Age Title Fen Zhang Chief Executive Officer and Chairman of the Board of Directors Zhechen Wang Chief Financial Officer M.
Anthony Wong Independent Director Lauren Simmons Independent Director Kevin McKenzie Independent Director Dr.
Wang has served as the Finance Manager and then Vice President of Finance of Hercules Capital Group, where he, among the others, administers financial operations and manages financial process oversight and risk control.
Anthony Wong has served as our independent director since July 2024.

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