Eureka

The extension preserves the public trust balance for redemption purposes while temporarily extending the deal window, confirming that navigation toward closing remains active despite approaching the original deadline. Described in the filing as 'an autonomous ship and fleet solution providing company' incorporated under the Canada Business Corporations Act, Marine Thinking finances the $8,253.03 administrative cost via debt rather than drawing down trust funds or asking public shareholders to contribute. The convertible note structure ties the target’s extended payout to successful merger execution, though future conversion of the principal amount by dividing it by $10.00 will introduce incremental private market equity that alters post-combination capitalization. The promissory note was executed by Chief Executive Officer Fen Zhang for the Company and Chief Executive Officer Sebastien Pare for Marine Thinking. Investors are directed to the preliminary proxy statement/prospectus (File No. 333-295483), obtainable via eric.zhang@herculescapital.group, for detailed voting procedures, risk disclosures regarding shareholder litigation or regulatory delays, and further target-specific commercial information.

This extension is critical for the SPAC's timeline, providing up to 12 additional months to find a deal. However, the massive redemption of 78% of public shares (2,655,132 out of 3,388,233) significantly reduces the trust assets and public float, signaling investor skepticism or dissatisfaction with the current deal process. The low monthly deposit ($8,253.03) suggests low sponsor cost to extend. The remaining trust value per share will be higher post-redemption, but the smaller float may make it harder to close a transaction. The sponsor must now either secure a deal or continue monthly extensions.

This filing confirms the merger is advancing through final contractual staging, a phase that typically precedes a definitive shareholder vote and triggers the formal redemption window. While the amendment does not alter the SPAC's reported $11.45 per share trust balance, the July 3, 2027 termination deadline, or standard extension mechanics, it materially reshapes post-closing governance and sponsor conduct. By capping sponsor representation at a single board seat out of eight and enforcing a strict Canadian citizenship threshold for the majority of directors, the parties address typical investor concerns regarding SPAC oversight dilution and align leadership with the target's Canadian regulatory market. As executed by Chief Executive Officer Fen Zhang and Company Chairman Lishao Wang on June 12, 2026, the amendment signals mutual commitment to proceed without renegotiating economic or redemption terms. Remaining public shareholders tracking their right to redeem at trust value will find that while voting mechanics and deadline calendars are unaffected, post-merger board control will be heavily weighted toward the Canadian operating team rather than the original SPAC sponsor.

The governance update concentrates board appointment authority with Marine Thinking Inc. while introducing a nationality constraint that may affect candidate qualification and appointment timelines ahead of closing. Because the filing exclusively addresses board composition and explicitly preserves all remaining agreement terms, it does not alter the redemption calendar, trust distribution amounts, financing conditions, or shareholder voting thresholds. No assertions regarding customer concentration, revenue trajectories, addressable markets, proprietary technology, strategic alliances, pending litigation, or executive compensation appear in the submission. Personnel disclosures are limited to the execution of the amendment by Fen Zhang (Chief Executive Officer and Director of the SPAC) and Lishao Wang (Chairman of Marine Thinking Inc.), whose signatures confirm party ratification of the revised board structure.

This filing is the definitive proxy/prospectus for the shareholder vote on the combination with Marine Thinking. It contains critical information for redemption-timing decisions: shareholders have redemption rights with a deadline of 5:00 PM Eastern, two business days before the meeting; the per-share redemption price will be the pro rata trust account amount (approximately $10.95 as of December 31, 2025, per the filing). The trust value is approximately $32.8 million as of March 31, 2026. The extension deadline is July 3, 2026. The Sponsor's compensation is detailed, showing founder shares purchased for ~$0.02 per share. Material risks include the Nasdaq deficiency notice, substantial doubt about the SPAC's ability to continue as a going concern if the deal fails, and potential PFIC status for U.S. holders. The filing presents Marine Thinking's projections showing revenue growth from $2.6 million in FY2026 to $521.9 million by FY2033, but these are accompanied by risk factors emphasizing the company's early stage and unsubstantiated commercial performance. The amended BCA increases the post-closing board size to up to eight directors.

The charter amendment is essential to avoid liquidation. If approved, the SPAC gains another year to close its announced business combination with Marine Thinking (autonomous ship and fleet solutions). If not approved, the company will redeem public shares and dissolve after July 3, 2026. The redemption rights give shareholders an exit at ~$11.42, while the stock traded at $12.89 on the record date, so selling in the open market would yield more. The filing also reveals sponsor and target funding of extension costs and Nasdaq listing challenges, providing key context on sponsor commitment and regulatory risk.

The mechanical update shifts the final redemption and shareholder voting deadline to July 3, 2026, altering the timeline for investors to elect out or prepare for post-combination trading. The $150,000 inflow increases total trust assets dollar-for-dollar, though per-share trust value will ultimately reflect the remaining pool after any redemptions execute. The contractual waiver in Section 12 of the promissory note structurally isolates public trust funds from extension-cost liabilities, protecting redemption distributions from sponsor reimbursement claims if the deal collapses. If the transaction closes, the documented conversion formula introduces a predetermined quantity of private units that may affect post-deadline liquidity dynamics relative to publicly traded units. Advance disclosure of the target’s operational focus, the execution of the extension note by CEO Fen Zhang, and the reference to the S-4 proxy materials mark concrete progression toward the anticipated shareholder approval and regulatory review, while the inclusion of forward-looking risk factors and a dedicated investor contact (eric.zhang@herculescapital.group) signals active preparation for the upcoming solicitation cycle.

This filing actively resets the SPAC's redemption and termination deadline by exactly one month, shifting the final horizon to July 3, 2026. Mechanically, the extension is financed through a debt instrument provided by the prospective target rather than direct sponsor capital injection, establishing a $150,000 direct financial obligation on the Company's books. Critically, Exhibit 10.1 specifies that the Payee waives any claim against the Trust Account Funds; if the Company fails to consummate the Business Combination, the note must be repaid solely from non-trust assets, insulating public shareholder trust proceeds from this specific extension financing. Per the registrant's disclosures, the target entity is Marine Thinking Inc., identified as an autonomous ship and fleet solution providing company incorporated under the Canada Business Corporations Act.

The extension preserves Nasdaq trading status and halts delisting proceedings, protecting investor liquidity and exchange eligibility while the underlying transaction advances, though it imposes no direct effect on the redemption calendar, trust distribution calculations, or sponsor fiduciary conduct. The filing contains no substantive operational disclosures regarding customers, revenue streams, addressable market size, technological capabilities, partnership agreements, active litigation, or personnel changes beyond the standard corporate contact details. The sole additional identifier provided is the principal executive office location at 14 Prudential Tower, Singapore 049712, alongside a Standard Industrial Classification code of 4400 for Water Transportation.

Approval of the charter amendment is essential to avoid automatic liquidation on July 3, 2026 and to give the SPAC time to complete the Marine Thinking transaction. The filing provides redemption rights for public shareholders who wish to exit at the trust value (~$11.45 per share) ahead of the extension vote, with a redemption deadline of June 25, 2026. The disclosure of the Nasdaq non-compliance, outstanding extension notes ($1.65M deposited), and working capital loans highlights execution risk and sponsor commitment.

The filing provides the latest financial condition of the SPAC, the status of the announced business combination with Marine Thinking, the extension mechanics, sponsor financing, and a going concern warning. It also discloses a Nasdaq listing deficiency that could affect trading. Investors need these updates to assess redemption risk, deal timeline, and the likelihood of deal completion.

The extension adjusts the redemption and liquidation timeline, pushing the mandatory deadline to June 3, 2026. The $150,000 fee deposit immediately increases the cash held in the trust account for public shareholders. The concurrent issuance of the $150,000 Extension Note creates a direct corporate liability that may result in equity dilution via unit conversion upon successful deal closure, while also containing standard acceleration and default clauses triggered by insolvency or breach. The contractual waiver of recourse against trust assets protects the trust balance from being encumbered to satisfy extension fees in a termination event. Ongoing shareholder solicitation and voting procedures are indicated through the referenced registration statement.

Investors tracking redemption mechanics see the terminal date moved to June 3, 2026 after receiving a second documented extension fee of $150,000. The capitalization of the extension through the target company rather than founding investors shifts the typical sponsor-risk profile. The contractual ring-fencing of the Trust Account against the extension note provides clear assurance that public shareholder funds remain insulated from this debt obligation. While the submission confirms active proxy solicitation materials are under SEC review, it offers no revised trust valuation, net asset calculations, or scheduled shareholder vote dates. Forward-looking risk language warns that failure to obtain regulatory clearance or shareholder approval could still delay or terminate the process, potentially triggering redemptions at the then-existing trust levels.

This filing is the definitive proxy/prospectus for the de-SPAC vote. It provides all material terms, redemption mechanics, conflicts of interest, risk factors, and financial data necessary for shareholders to decide whether to vote for the deal or redeem their shares. The trust account is currently $10.95 per share with limited time to close. The sponsor has significant incentives to close even if public shareholders lose value. The NTA proposal could affect redemption caps. Investors should review carefully.

This extension mechanism shifts the cash cost of the monthly extension directly onto the prospective target, Marine Thinking, rather than drawing on the SPAC sponsor's equity or reducing the public trust balance. The fixed $10.00 conversion price for the note locks in defined potential dilution from private units upon merger closing, regardless of subsequent market valuation. The explicit protection of the trust account from the note's default remedies safeguards public shareholder redemption proceeds even if the deal terminates and the company defaults on the $150,000 debt. While the filing updates the immediate internal deadline to May 3, 2026, it preserves the structural runway to the final July 3, 2026 termination date, signaling continued sponsor and target alignment to close the transaction with the Canadian autonomous ship and fleet solution provider before the sunset window closes.

While the listing deficiency does not mechanically alter the trust account distribution mechanics or the announced business combination timeline, sustained non-compliance with shareholder count requirements can trigger delisting procedures that restrict trading venues, reduce liquidity, and potentially invalidate shareholder voting thresholds required to approve a de-SPAC transaction. The May 21, 2026 deadline serves as a critical near-term milestone for monitoring whether Nasdaq will accept a cure plan or initiate Hearings Panel proceedings that could force a liquidation or significantly delay the announced deal. The filing does not disclose how the sponsor or management intends to restore the 300 holder threshold.

Public shareholders retain redemption windows through May 3, 2026, as the registrant confirms the extension preserves the existing trust value rather than drawing down public cash. The filing introduces near-term dilution mechanics via a $150,000 convertible note priced at $10.00 per unit, shifting part of the extension cost onto the target while isolating trust assets from the advance. Execution risk remains elevated: management notes in the forward-looking statements section that failures to obtain shareholder approval, regulatory clearance, or anticipated tax treatment, alongside potential shareholder litigation and adverse reactions to relationships with customers or employees, could delay or terminate the proposed transaction before the new deadline.

The extension shifts the near-term deadline to April 3, 2026, temporarily pausing forced dissolution timelines and preserving the existing $11.45 trust/share value while negotiations conclude. Financing the extension fee through a promissory note from the target entity rather than sponsor capital structures a backstop funding arrangement that avoids immediate cash outflows but creates a direct corporate liability subject to the stated conversion mechanics. The explicit trust account waiver by the payee isolates public shareholder funds from note-related credit risk in a termination scenario. Administrative disclosures regarding a pending Form S-4 and proxy solicitation establish the procedural framework for upcoming vote and redemption windows, which historically dictate secondary price convergence toward trust value. The filing confirms active pursuit of the proposed transaction with Marine Thinking Inc. without introducing new redemption parameters or altering the absolute July 3, 2026 contractual maturity.

The redemption and extension calendar must reflect a new procedural stop at April 3, 2026, as the registrant explicitly reports step-wise monthly extensions with a stated ceiling of July 3, 2026, which differs from external status headers. The extension fee was funded by the proposed acquisition target rather than traditional initial shareholders or a sponsor vehicle, shifting the expected financing structure and signaling direct target-side liquidity commitment. The $150,000 note creates a direct corporate liability and establishes a fixed-dollar conversion pathway that will generate private unit issuance contingent on Marine Thinking’s election to convert at least two business days before closing. The filing identifies Fen Zhang (Chief Executive Officer of Eureka) and Sebastien Pare (Chief Executive Officer of Marine Thinking) as executing parties. Operational assertions are limited to the registrant’s description of Marine Thinking as an “autonomous ship and fleet solution providing company” incorporated under the Canada Business Corporations Act. Forward-looking statements attribute to the registrant standard risk allocations covering shareholder and regulatory approval failures, pending litigation defense costs, key personnel retention challenges, and potential customer or supplier relationship disruptions, without introducing new revenue streams, market size data, or technology specifications.

Shareholders need to vote on the business combination with Marine Thinking Inc., which values the target at $130 million. Redemption rights are available at the trust per-share value (currently ~$10.69). The sponsor (Hercules Capital Management Corp) holds founder shares purchased for $0.0001 per share and private units at $10.00, creating a conflict of interest. The target is an early-stage autonomous marine technology company with limited revenue ($664K in FY2025) and significant projected but unproven growth. The filing includes detailed risk factors, including the company's reliance on government contracts and third-party suppliers.

Investors tracking the EURK deal can see the trust per-share value remains above $10.00, the deal structure is progressing (including support agreements, voting agreements, and option purchase), the deadline is extended to mid-2026, and the sponsor is providing liquidity. The filing also reveals the finder's fee arrangement and details of the target company.

This filing documents sponsor-funded trust preservation, which suspends immediate liquidation timelines and sustains the per-share trust value referenced in tracking data until the updated March 3, 2026 horizon. The $150,000 cash infusion continues financing acquisition diligence without publicly redeeming shares, while the convertible note establishes clear capital stack sequencing, allowing sponsor equity to enter at a fixed $10.00 conversion rate upon merger closing. The explicit severability clause stripping the Sponsor’s recourse against Trust Account Funds protects remaining public shareholder capital in a wind-down scenario, materially shifting the expected distribution waterfall and directly informing whether holders vote to retain or liquidate ahead of the next extension window.

This filing actively manages the redemption calendar by securing a thirty-day bridge to February 3, 2026 while preserving the contractual maximum extension window ending July 3, 2026 as outlined in the amended Charter. The $150,000 trust deposit provides a minor upward adjustment to the per-share trust balance, but the substantive mechanical shift involves the $450,000 aggregate debt facility. If the Sponsor draws down the Working Capital Note and later converts it, the fixed $10.00 division formula will mint additional Class A ordinary shares and rights into the surviving entity, increasing post-combination share count dilution. The documents further clarify that because the notes contractually limit repayment sources to non-trust assets, public trust proceeds are legally ring-fenced from sponsor debt, though the company retains direct unsecured liability that accelerates immediately upon default or term expiry without requiring notice or demand. Beyond these debt mechanics, the filing contains no claims regarding customers, revenue, market size, technology, partnerships, or litigation, focusing exclusively on the financing instruments and executive attestation by Chief Executive Officer Fen Zhang.

For redemption-calendar tracking: trust account held $31.3 million as of September 30, 2025, with 2,930,233 public shares outstanding. Deadline is July 3, 2026 if all 12 monthly extensions are taken. Sponsor holds large potential profit from low-cost founder shares and has made extension loans. Marine Thinking is an early-stage autonomous marine technology company with FY2025 revenue of $664,283 and net loss of $358,784; it projects rapid growth to $533 million revenue by 2033. The deal requires shareholder approval of multiple proposals; the NTA proposal would eliminate the net tangible asset minimum, potentially allowing redemptions below $5 million.

What changed: Quarterly report (Form 10-Q) for blank-check company Eureka Acquisition Corp for the period ended June 30, 2026, covering financial statements and MD&A. Shareholders approved extension of deadline to July 3, 2027. Massive redemptions: 2,655,132 shares redeemed at $30.4M, leaving only 275,101 public shares outstanding. New extension fees of $8,253.03 per month, with target Marine Thinking paying July extension. Company now at $22,727 cash, working capital deficit of $33.1M (including redemption payable). Trust account value $33.5M. Going concern doubt raised. Nasdaq deficiency notice for public holder rule, extended grace period to October 3, 2026. Why it matters: This filing is critical for tracking remaining trust value, extension mechanics, and sponsor commitment. Massive redemptions have stripped the trust, leaving only ~$3.15M of public shares at risk. The deal is now entirely dependent on target (Marine Thinking) and sponsor funding extension fees. Cash near zero, going concern doubt disclosed, and Nasdaq listing at risk. These are high-risk signals for any remaining public holders.

What changed: A routine compliance exhibit: a joint filing agreement executed by Feis Equities LLC and Lawrence M. Feis, attached to a Schedule 13G/A for Class A ordinary shares of Eureka Acquisition Corp, authorizing collective submission of the July 13, 2026 ownership statement and any subsequent amendments under Rule 13d-1(k) of the Securities Exchange Act of 1934. Feis Equities LLC and Lawrence M. Feis have coordinated their SEC reporting structure so that their respective ownership statements and any future Schedule 13D amendments are filed together rather than separately. This procedural update leaves completely unmodified shareholder redemption windows, trust account per-share values, extension voting mechanisms, business combination execution timelines, and sponsor governance protocols. The filing contains no representations, forecasts, or data regarding customer concentration, revenue line items, addressable market sizing, technological capabilities, commercial partnerships, active or threatened litigation, or executive personnel adjustments. Why it matters: The agreement solely clarifies how beneficial ownership disclosures are transmitted to the Commission and does not touch the economic or contractual parameters governing public investors. Because it addresses only administrative filing logistics, it carries no implications for the volume or price sensitivity of potential redemptions, the solvency or distribution schedule of the trust account, the availability or cost of extending the deadline, or the feasibility of consummating a de-SPAC transaction.

What changed: A Form 8-K current report and attached extension promissory note documenting a monthly trust extension fee payment and related direct financial obligation. Eureka Acquisition Corp deposited $8,253.03 into the Trust Account on July 6, 2026, exercising a one-month extension option that moves the initial business combination deadline from July 3, 2026 to August 3, 2026. Under the terms of a business combination agreement dated October 29, 2025, Marine Thinking Inc. paid the extension fee on behalf of the SPAC. In return, Eureka issued an unsecured promissory note for $8,253.03 to Marine Thinking, which bears no interest and matures on the earlier of the business combination consummation or the Company’s term expiration. The note grants Marine Thinking the optional right to convert the outstanding principal into private units at a conversion price of $10.00 per unit, provided written notice is given at least two business days prior to closing. Each resulting unit comprises one Class A ordinary share and one right to acquire one-fifth of a Class A ordinary share. Why it matters: The extension preserves the public trust balance for redemption purposes while temporarily extending the deal window, confirming that navigation toward closing remains active despite approaching the original deadline. Described in the filing as 'an autonomous ship and fleet solution providing company' incorporated under the Canada Business Corporations Act, Marine Thinking finances the $8,253.03 administrative cost via debt rather than drawing down trust funds or asking public shareholders to contribute. The convertible note structure ties the target’s extended payout to successful merger execution, though future conversion of the principal amount by dividing it by $10.00 will introduce incremental private market equity that alters post-combination capitalization. The promissory note was executed by Chief Executive Officer Fen Zhang for the Company and Chief Executive Officer Sebastien Pare for Marine Thinking. Investors are directed to the preliminary proxy statement/prospectus (File No. 333-295483), obtainable via eric.zhang@herculescapital.group, for detailed voting procedures, risk disclosures regarding shareholder litigation or regulatory delays, and further target-specific commercial information.

What changed: Form 8-K Current Report and written communication pursuant to Rule 425 under the Securities Act of 1933. Per the filing, Eureka Acquisition Corp deposited $8,253.03 into its Trust Account on July 6, 2026, triggering a one-month extension that moves the business combination deadline from July 3, 2026 to August 3, 2026. The registrant states that Marine Thinking Inc. furnished the extension fee under the October 29, 2025 Business Combination Agreement, and in exchange Eureka issued an unsecured promissory note ('Extension Note') with a principal amount of $8,253.03 dated July 7, 2026. According to the note's terms, which were signed by CEO Fen Zhang for Eureka and CEO Sebastien Pare for Marine Thinking, the instrument carries zero interest, matures upon the earlier of business combination consummation or company term expiration, and triggers immediate acceleration upon bankruptcy, cross-default, or failure to pay principal within ten business days of maturity. The filing reports that Marine Thinking retains a unilateral conversion right to exchange the principal into private units consisting of one Class A ordinary share and a right to acquire one-fifth of a Class A ordinary share at a strict $10.00 per-unit conversion divisor, provided written notice arrives at least two business days before closing. The document explicitly limits recovery on the note to non-trust assets if the merger fails, thereby preserving public trust balances. Beyond mechanics, the registrant identifies Marine Thinking Inc. as an 'autonomous ship and fleet solution providing company' incorporated under the CBCA, and notes that 17358750 Canada Inc. serves as the amalgamation sub. The filing also discloses that a Form S-4 registration statement (File No. 333-295483) containing a preliminary proxy statement/prospectus has been submitted, with definitive materials to be mailed to shareholders post-effectiveness, and directs inquiries to eric.zhang@herculescapital.group. Standard forward-looking risk language warning of potential shareholder litigation, regulatory delays, or customer relationship disruptions accompanies the transaction summary. Why it matters: This filing actively recalibrates the SPAC's redemption window by confirming the August 3, 2026 deadline and documenting the exact capital flow securing it. The explicit carve-out protecting Trust Account Funds from the extension note's claims shields public shareholders from sponsor-driven debt recourse in a liquidation scenario. The fixed $10.00 conversion formula establishes a precise dilution benchmark for the target's financing upon deSPAC, while the outstanding S-4/A indicates that final merger conditions, governance commitments, and shareholder voting thresholds remain deferred. Monitoring investors should track the forthcoming definitive proxy for binding pricing, lock-up terms, and any amendments to the business combination agreement.

What changed: Schedule 13G/A amended beneficial ownership report. The filing identifies Wolverine Asset Management, LLC; Wolverine Holdings, LLC; Christopher L. Gust; and Robert R. Bellick as reporting beneficial ownership. The excerpt omits share quantities, percentage thresholds, transaction dates, and investment purpose, leaving the nature of the ownership change undisclosed. Why it matters: In a DEAL_ANNOUNCED SPAC with a $11.45 trust/share and a 2027-07-03 merger deadline, unreported shifts in major shareholder blocks directly affect redemption math and deal certainty. Without disclosed block sizes or voting intent, this amendment does not yet clarify whether these holders will redeem their shares at the trust value, retain them for potential post-merger upside, or exercise influence over the business combination. The text contains no information on customer relationships, revenue streams, market positioning, operational strategy, intellectual property, strategic alliances, executive appointments, or regulatory proceedings.(flagged for human review)

What changed: SEC Form 4 — insider ownership report. This document IS an SEC Form 4 — insider ownership report. According to the filing’s tabular records, Wolverine Asset Management LLC, Wolverine Holdings LLC, Robert Bellick, and Christopher Gust (each classified as a Former 10% Owner) disposed of 395,924 shares at $11.44 on 2026-06-24, leaving each reporting person owning 0 shares after the transaction. The submission does not amend the July 3, 2027 redemption deadline, adjust the trust/share valuation, request an extension, update merger deal progress, or detail sponsor conduct. It contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes. Why it matters: The total liquidation by four former 10% owners redistributes residual voting leverage and alters the public shareholdings mix ahead of the July 3, 2027 deadline. Trading at $11.44—one cent beneath the stated $11.45 trust/share figure—signals ordinary secondary market activity rather than engineered trust withdrawals or extension-related conversions. With absent business projections, strategic roadmaps, or sponsor declarations, the filing functions as a routine compliance record of shifted beneficial ownership that carries minimal direct consequence for the redemption calendar or acquisition timeline.

What changed: Form 8-K Current Report filed by Eureka Acquisition Corp to disclose amendments to its charter and trust agreement, shareholder votes on extension and auditor appointment, and the resulting redemption of a significant number of public shares. Shareholders approved an amendment to the charter extending the deadline to complete a business combination from July 3, 2026 to July 3, 2027, with up to 12 monthly extensions each requiring a deposit of $8,253.03 into the trust. The trust agreement was amended accordingly, including a 30-day cure period for missed payments. In connection with the vote, 2,655,132 Class A shares were redeemed, leaving 733,101 Class A and 1,437,500 Class B shares outstanding. The engagement of Marcum Asia CPAs LLP as auditor for fiscal year ending September 30, 2026 was also approved. Why it matters: This extension is critical for the SPAC's timeline, providing up to 12 additional months to find a deal. However, the massive redemption of 78% of public shares (2,655,132 out of 3,388,233) significantly reduces the trust assets and public float, signaling investor skepticism or dissatisfaction with the current deal process. The low monthly deposit ($8,253.03) suggests low sponsor cost to extend. The remaining trust value per share will be higher post-redemption, but the smaller float may make it harder to close a transaction. The sponsor must now either secure a deal or continue monthly extensions.

What changed: A Rule 425 written communication (Form 8-K) and accompanying Exhibit 2.1 disclosing Amendment No. 1 to the Business Combination Agreement dated June 12, 2026, executed by Eureka Acquisition Corp, Marine Thinking Inc., and 17358750 Canada Inc. The amendment revises Section 5.19 to redefine post-closing director requirements. Pursuant to the amendment, each board will consist of eight directors: seven designated by the Company (four meeting Nasdaq independence standards and one satisfying the SEC financial expert requirement), and one designated by the IPO Sponsor or its affiliates. The filing adds a mandatory condition that at least five of the eight directors must be Canadian citizens. Per the amendment's express language, all other Business Combination Agreement provisions remain in full force, meaning the previously reported $11.45 per share trust value and the July 3, 2027 deadline retain their original standing without modification, extension, or impact on shareholder redemption mechanics. Sponsor conduct is reflected solely through the retention of one appointed seat, with no filings indicating leadership turnover, lock-up adjustments, or capital commitment changes. Why it matters: The governance update concentrates board appointment authority with Marine Thinking Inc. while introducing a nationality constraint that may affect candidate qualification and appointment timelines ahead of closing. Because the filing exclusively addresses board composition and explicitly preserves all remaining agreement terms, it does not alter the redemption calendar, trust distribution amounts, financing conditions, or shareholder voting thresholds. No assertions regarding customer concentration, revenue trajectories, addressable markets, proprietary technology, strategic alliances, pending litigation, or executive compensation appear in the submission. Personnel disclosures are limited to the execution of the amendment by Fen Zhang (Chief Executive Officer and Director of the SPAC) and Lishao Wang (Chairman of Marine Thinking Inc.), whose signatures confirm party ratification of the revised board structure.

What changed: SEC Form 8-K Current Report disclosing Amendment No. 1 to the Business Combination Agreement (BCA) between Eureka Acquisition Corp (the SPAC), its wholly-owned subsidiary 17358750 Canada Inc., and the target company Marine Thinking Inc. According to Item 1.01 and Exhibit 2.1 of the filing, Section 5.19 of the BCA originally executed on October 29, 2025 was completely rewritten to govern post-Closing board composition. The amendment, dated June 12, 2026, stipulates that the combined entity's board will consist of exactly eight (8) directors. Per the exhibit, seven (7) directors will be designated by Marine Thinking Inc., which includes four (4) meeting Nasdaq independence standards and one (1) designated as a financial expert under SEC regulations. One (1) director will be designated by the IPO Sponsor or its Affiliates. Additionally, the filing explicitly states that at least five (5) of those eight (8) directors must be Canadian citizens. The 8-K further notes that except for this revision, all other provisions of the BCA remain unchanged and in full force. Why it matters: This filing confirms the merger is advancing through final contractual staging, a phase that typically precedes a definitive shareholder vote and triggers the formal redemption window. While the amendment does not alter the SPAC's reported $11.45 per share trust balance, the July 3, 2027 termination deadline, or standard extension mechanics, it materially reshapes post-closing governance and sponsor conduct. By capping sponsor representation at a single board seat out of eight and enforcing a strict Canadian citizenship threshold for the majority of directors, the parties address typical investor concerns regarding SPAC oversight dilution and align leadership with the target's Canadian regulatory market. As executed by Chief Executive Officer Fen Zhang and Company Chairman Lishao Wang on June 12, 2026, the amendment signals mutual commitment to proceed without renegotiating economic or redemption terms. Remaining public shareholders tracking their right to redeem at trust value will find that while voting mechanics and deadline calendars are unaffected, post-merger board control will be heavily weighted toward the Canadian operating team rather than the original SPAC sponsor.