EURK merger with Marine Thinking Inc.

Marine Thinking Inc. is a Canadian deep-tech company headquartered in Halifax, Nova Scotia, founded in 2018 by Lishao Wang, who continues to serve as founder and chairman. The company describes itself as a physical AI technology firm specializing in autonomous ship and fleet solutions, developing uncrewed surface vessels (USVs) and AI-driven control systems that transform how industries monitor and interact with maritime environments. Its product lineup includes the Marine Tensor Kit, BlueBoat USV, Marine Tracer USV, Marine Acadia E-31 and E-55 USVs, Marine Guardian USV, and a vessel retrofit program called "Transform Your Own Vessel." These products serve survey and mapping, environmental monitoring, and ghost gear recovery applications, and the company also operates as a Canadian distributor for Blue Robotics, offering upgraded and custom-built BlueBoat platforms with expanded payload capabilities. Marine Thinking positions its low-cost, easy-to-assemble autonomous navigation technology as a way for existing shipbuilders to quickly become autonomous ship manufacturers, addressing applications ranging from unmanned ferries and river freight to water surveys, rescue operations, and defense, while tackling the growing global shortage of seafarers.

Over its roughly eight years of operation, Marine Thinking has established itself as Canada's leading autonomous ship and fleet solution provider, securing numerous R&D projects backed by an impressive roster of Canadian federal government agencies and organizations, including Innovative Solutions Canada, Fisheries and Oceans Canada, the National Research Council Canada, Natural Resources Canada, Transport Canada, Defence Research and Development Canada, Sustainable Development Technology Canada, and Canada's Ocean Supercluster. The company has also received incubation support from Halifax-based organizations such as COVE, The PIER Halifax, VOLTA, and the Atlantic Canada Opportunities Agency. Its autonomous solutions have been applied across multiple marine industry fields in more than a dozen countries, and the company holds 17 patent documents across five patent families, covering technologies such as smart scales readers, cable-operated ROV control systems, and marine product logistics monitoring apparatus. According to PitchBook, the company has approximately 20 employees and has raised modest venture capital funding through a combination of angel investment, seed rounds, accelerator/incubator programs, and a Series A round in May 2022, with investors including Volta (Nova Scotia), China Canada Angels Alliance, and Diana (UK). The S-4 filing describes Marine Thinking as still in the development stage with limited revenues and heavy R&D spending, indicating it has not yet achieved commercial scale despite its technical progress and government-backed traction.

Marine Thinking is going public through a definitive business combination agreement signed on October 29, 2025, with Eureka Acquisition Corp. (NASDAQ: EURK), a Cayman Islands-incorporated SPAC. The transaction values Marine Thinking at approximately $130 million pre-money, with Eureka paying aggregate consideration of $130 million in shares to Marine Thinking's shareholders at closing. The deal structure involves Eureka domesticating to Canada via a continuance under the CBCA, followed by an amalgamation of Marine Thinking with a Eureka subsidiary, resulting in a combined entity renamed Marine Thinking Holdings Inc. listed on NASDAQ. The S-4 registration contemplates issuance of up to 19,540,264 Pubco Class A shares, with 13,120,231 shares going to Marine Thinking shareholders. The SPAC route gives Marine Thinking a faster path to public markets than a traditional IPO, which matters for an early-stage hardware-plus-software business where management wants to present a long-range growth story centered on future adoption of autonomous marine systems across commercial, environmental, and defense-adjacent applications. The deal