EURK SEC filings, in plain English
Everything Eureka has filed with the SEC that we hold — 40 filings, newest first, 39 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Eureka Acquisition Corp received Nasdaq deficiency notices on August 27, 2026, for failing to meet the minimum 500,000 publicly held shares and the $35 million market value of listed securities requirements. The company has until October 12, 2026, to submit a compliance plan for the public float rule and until February 23, 2027, to regain compliance with the market value requirement. Why it matters: Investors must monitor these deadlines closely as failure to comply could result in delisting, which may trigger redemption rights or force a liquidation before the July 3, 2027 trust deadline.
What changed: Amendment No. 2 to Registration Statement on Form S-4 (proxy statement/prospectus) filed by Eureka Acquisition Corp in connection with its proposed business combination with Marine Thinking Inc. Updated financial statements as of June 30, 2026 (SPAC) and April 30, 2026 (Marine Thinking); reflects June 2026 shareholder meeting approval of extension to July 3, 2027 and redemption of 2,655,132 shares; updates trust account balance to $33.5M; includes Amendment No. 1 to BCA modifying board composition; updates pro forma ownership; includes new risk factors; updates extension notes and Nasdaq deficiency status. Why it matters: Provides latest financial position, disclosure of redemption and extension mechanics, key deal terms including valuation and dilution, and updated risks for shareholders evaluating the merger.
What changed: A Form 8-K current report and Rule 425 written communication disclosing a SPAC deadline extension and the associated financing instrument. Per the Company and the business combination agreement, Eureka Acquisition Corp deposited a $8,253.03 Monthly Extension Fee into its Trust Account on August 3, 2026, extending its initial business combination deadline from August 3, 2026, to September 3, 2026, with a maximum allowable extension period through July 3, 2027. Marine Thinking Inc. supplied the cash to cover the fee, and the Company responded by issuing an unsecured Extension Promissory Note dated August 11, 2026, for $8,253.03 to Marine Thinking, executed by Chief Executive Officer Fen Zhang. The note carries zero percent interest, matures on the earlier of business combination consummation or term expiration, and grants Marine Thinking the unilateral right to convert it into private units using a calculation that divides the outstanding principal by $10.00, paying any resulting fractions in cash. Crucially, the note states that if the business combination fails, repayment draws exclusively from non-trust corporate assets, and Marine Thinking formally waives any claim to the Trust Account Funds. The filing also confirms the target remains Marine Thinking Inc., identified as an ‘autonomous ship and fleet solution providing company,’ and references an S-4 registration statement (File No. 333-295483) containing the preliminary proxy statement/prospectus for upcoming shareholder voting. Why it matters: The financing architecture reveals that the extension fee is effectively a short-term loan from the target rather than pure sponsor equity, which alters recovery priorities: if the merger collapses, the note holder cannot access public redemption funds but retains a claim on remaining corporate liquidity, potentially intersecting with other creditor rights. The explicit $10.00 conversion mechanic locks in a predetermined dilution factor for the extension-related units, allowing investors to model post-close ownership without needing additional assumptions. By anchoring the merger rationale to Marine Thinking’s autonomous maritime operations and routing document requests to eric.zhang@herculescapital.group, the Company substantiates the strategic direction behind the timeline extension while keeping the redemption calendar actively managed toward the final July 3, 2027 expiration. Given the active extension cycle, the debt-like nature of the funding, and the proximity to the next proxy solicitation, the filing materially impacts investor timing and valuation models.
What changed: A Form 8-K current report disclosing the deposit of a one-month extension fee into the Trust Account, the execution of an unsecured promissory note by Eureka Acquisition Corp to Marine Thinking Inc., and the formal extension of the initial business combination deadline to September 3, 2026. The 8-K reports that on August 3, 2026, $8,253.03 was deposited into the Trust Account for the benefit of public shareholders, extending the original deadline of August 3, 2026, by one month to September 3, 2026. According to the filing, Marine Thinking Inc. advanced these funds. In consideration, Eureka issued an unsecured promissory note (Exhibit 10.1) with a principal amount of $8,253.03 dated August 11, 2026. Per the Note, signed by Fen Zhang, CEO and Director, and executed by Sebastien Pare, CEO of Marine Thinking, the instrument bears no interest, matures upon the earlier of business combination consummation or term expiration, and grants Marine Thinking an optional conversion right into private units at $10.00 per unit. Section 12 of the Note explicitly attributes a waiver of all claims against the Trust Account Funds to Marine Thinking, stipulating that repayment would only occur from non-trust assets if the merger fails. The 8-K also attributes the target's business description to itself as 'an autonomous ship and fleet solution providing company.' Deal milestones reference a Business Combination Agreement dated October 29, 2025, and a pending Form S-4 registration statement (File No. 333-295483), with shareholder materials to be distributed once declared effective. Why it matters: This filing directly updates the redemption calendar to September 3, 2026, while preserving the contractual right to extend through July 3, 2027, subject to recurring $8,253.03 deposits. Trust accounting reflects a precise addition of $8,253.03, supporting the reported $11.45 trust/share value without importing assumptions about base redemption prices. By contracting the target to fund the extension and explicitly excluding the debt from Trust Account creditor claims, the Note structurally isolates public shareholder redemption proceeds from financing obligations. The $10.00 conversion price sets a mechanical baseline for post-combination private equity placement. Progress toward the Form S-4 effectiveness and scheduled proxy mailout indicates the combined entity remains operational and aligned ahead of the mandatory shareholder vote.
What changed: A Limited Power of Attorney exhibit attached to a Schedule 13G/A filing, executed by Mizuho Financial Group, Inc., Mizuho Bank, Ltd., Mizuho Americas LLC, and Mizuho Securities USA LLC to designate corporate agents for SEC form execution. Per the filing dated 8-13-2026, Exhibit A and Exhibit B formally authorize Takahiro Katsura, Managing Director, Head of Global Branches & Subsidiaries Coordination Office, Global Corporate Function Coordination Department, to sign and submit Forms 13G, including amendments, restatements, supplements, and exhibits, on behalf of the listed Mizuho entities. The document contains no language, directives, or operational changes bearing on redemption deadlines, trust share pricing, extension mechanisms, target acquisition progress, or sponsor conduct. Why it matters: The filing substantiates internal administrative delegation for regulatory compliance and lists executive signatories (Shuji Matsuura as Senior Managing Corporate Executive and Managing Executive Officer; Adam Hopkins as Chief Legal Officer and Managing Director, General Counsel) alongside subsidiary principal business office addresses in Tokyo, Japan, and New York, USA. As the text explicitly states, the appointed attorneys-in-fact assume no liabilities under Section 13 of the Exchange Act. Because the exhibit exclusively governs SEC filing representation and contains no economic, structural, or transactional terms, it carries no operational implications for Eureka’s deal timeline, shareholder redemption window, trust account maintenance, or target company valuation.
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 vs 2026-05-15trust $32.8M → $33.5M +2%deadline 2026-07-03 → 2027-07-03trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $32.8M$33.5M
- Combination deadline
- 2026-07-032027-07-03
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 2.93Mnot matched in this filing
SpacBrain reads this as $728,500 was added to the trust between the two filings.
The clause “1 Prepaid expenses 75,171 47,877 Total Current Assets 97,898 99,308 Investments held in Trust Account 33,539,031 31,338,322 Total Assets $ 33,636,929 $ 31,437,630 Liabilities, Shares Subject to Possible Redemption, and Shareholders”…
SpacBrain reads this as 365 days later than the previous record.
The clause “Founder Shares and Private Shares if the Company fails to complete its initial Business Combination by July 3, 2027 (if the Company fully extends the period of time to consummate a Business Combination), although they will be entitled to”…
The clause “Standards Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern , management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: Amendment No. 1 to Registration Statement on Form S-4 (S-4/A) filed by Eureka Acquisition Corp with the SEC, comprising a preliminary proxy statement/prospectus for a special meeting of Eureka shareholders to approve a business combination with Marine Thinking Inc., and a prospectus for up to 19,540,264 common shares of the post-combination company. This is the first amendment (filed June 12, 2026) to the S-4, which was first filed (according to the filing text) after the initial S-4 (Registration No. 333-295483). It includes the text of Amendment No. 1 to the Business Combination Agreement, dated June 12, 2026. Key updates from the prior filing include: (i) the previous independent director (Dr. M. Anthony Wong) resigned and was replaced by Cameron R. Johnson; (ii) the Sponsor issued a Share Purchase Option to Mr. Johnson entitling him to acquire 10,000 Founder Shares; (iii) Eureka received a Nasdaq deficiency notice on April 6, 2026 regarding non-compliance with the Minimum Public Holders Rule and has submitted a plan to regain compliance; (iv) the extension mechanics have been updated to reflect monthly extensions that have been paid through June 2026 (bringing the deadline to July 3, 2026), with $1,650,000 in total extension fees deposited ($150,000 from Eureka working capital, $1,050,000 from Sponsor, and $450,000 from Marine Thinking); (v) additional Extension Notes and Working Capital Notes were issued; (vi) the filing now includes updated pro forma financial information reflecting five redemption scenarios; and (vii) the Company Valuation for Marine Thinking is fixed at $130 million plus up to $6.5 million from pre-IPO investments. Why it matters: 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.
What changed: Definitive proxy statement (DEF 14A) soliciting shareholder votes to amend the charter to extend the deadline for an initial business combination, to appoint an auditor, and to adjourn the meeting if necessary. The company proposes to extend the deadline to complete a business combination from July 3, 2026 to July 3, 2027 (with up to 12 monthly extensions). It also seeks shareholder approval to engage Marcum Asia CPAs LLP as auditor for FY2026. The trust account held approximately $33.46 million as of the June 5, 2026 record date, with an estimated redemption price of $11.42 per share. The company disclosed it received a Nasdaq deficiency notice for failing to maintain 300 public holders (cure extension granted through October 3, 2026) and that the sponsor and target have funded extension fees via promissory notes. Why it matters: 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.
What changed vs 2025-06-03deadline 2026-07-03 → 2027-07-03combination deadline1 moved
- Combination deadline
- 2026-07-032027-07-03
SpacBrain reads this as 365 days later than the previous record.
The clause …“and dissolve with the same effect as if the Company failed to complete a business combination by July 3, 2027.” 2. Miscellaneous Provisions. 2.1. Successors. All the covenants and provisions of this Amendment by or for the”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report detailing the entry into a material definitive agreement (an unsecured promissory note) and the creation of a direct financial obligation resulting from the deposit of a monthly extension fee. The Company deposited $150,000 into the Trust Account to fund a Monthly Extension Fee, officially extending the period to consummate an initial business combination from June 3, 2026 to July 3, 2026. This advance was funded by Marine Thinking Inc. pursuant to the existing business combination agreement. In exchange, the Company issued an unsecured promissory note dated June 8, 2026, carrying a $150,000 principal balance that grants Marine Thinking the optional right to convert the note into private units at a stated conversion price of $10.00. Why it matters: 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.
What changed: This filing is a Current Report on Form 8-K submitted as written communications pursuant to Rule 425 under the Securities Act, documenting Eureka Acquisition Corp’s extension of its initial business combination deadline and the issuance of an unsecured promissory note to finance the required monthly extension deposit. Eureka Acquisition Corp states in Item 2.03 that, pursuant to its Charter, the original business combination deadline of June 3, 2026 has been extended to July 3, 2026 after an aggregate of $150,000 was deposited into the Trust Account on June 2, 2026. The registrant reports that Marine Thinking Inc. advanced this Monthly Extension Fee under a business combination agreement dated October 29, 2025, in exchange for an unsecured promissory note dated June 8, 2026. The note accrues no interest, matures upon the earlier of business combination consummation or term expiry, and grants Marine Thinking a unilateral conversion right into private units calculated by dividing the outstanding principal by $10.00, exercisable upon written notice delivered at least two business days prior to closing. Attached Exhibit 10.1, signed by Chief Executive Officer Fen Zhang, explicitly states that the Payee waives all claims against Trust Account Funds and agrees the note shall be repaid only from non-trust sources if the Maker does not consummate the transaction. The filing identifies Marine Thinking as “an autonomous ship and fleet solution providing company incorporated under the Canada Business Corporations Act” and references a pending Form S-4 registration statement (File No. 333-295483) that will eventually carry the definitive proxy/prospectus for the proposed amalgamation with subsidiary 17358750 Canada Inc. Why it matters: 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.
What changed: Form 8-K Current Report filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, reporting under Item 3.01 a routine regulatory compliance exhibit titled "Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.". On June 5, 2026, the Nasdaq Stock Market’s Listing Qualifications Department notified Eureka Acquisition Corp that it was granting an extension through October 3, 2026 to regain compliance with Listing Rule 5550(a)(3), the Minimum Public Holders Rule, after previously determining the registrant did not meet those thresholds. The company had submitted its plan of compliance on April 20, 2026. This action affects only exchange listing maintenance; it does not alter the $11.45 trust value per share, the July 3, 2027 business combination deadline, shareholder redemption mechanics, or the announced deal progression. Chief Executive Officer Fen Zhang signed and dated the filing on June 9, 2026. Why it matters: 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.
What changed: Preliminary proxy statement (PRE 14A) soliciting shareholder approval for a charter amendment to extend the SPAC's business combination deadline, ratify the auditor, and permit adjournment. The filing proposes to amend the charter to extend the deadline to complete a business combination from July 3, 2026 to July 3, 2027 (with up to 12 monthly one-month extensions). It also seeks shareholder approval to appoint Marcum Asia CPAs LLP as auditor for FY2026 and to allow adjournment if needed. The SPAC has a pending deal with Marine Thinking Inc. (autonomous ship and fleet solutions) and has received a Nasdaq deficiency notice for failing to maintain 300 public holders, to which it submitted a compliance plan on May 20, 2026. The sponsor and initial shareholders, holding 34.51% of shares, plan to vote in favor. Why it matters: 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.
What changed: Quarterly report (Form 10-Q) for Eureka Acquisition Corp for the fiscal quarter ended March 31, 2026, filed pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Trust account value decreased from earlier redemptions; currently $32.81M with 2,930,233 redeemable shares (~$11.20 per share). Deadline extended to July 3, 2026 via monthly extensions; $1.65M in extension fees deposited (Sponsor $1.05M, target $450K, company $150K). Sponsor issued additional promissory notes ($1.05M extension notes, $500K working capital notes). Working capital deficit of $2.07M; company expresses substantial doubt about going concern. Nasdaq notified company on April 6, 2026 of non-compliance with minimum public holders rule (need ≥300 public holders); company has until May 21, 2026 to submit a compliance plan. Subsequent events show two more extension fees paid by target in April and May 2026, extending deadline to June 3, 2026. Why it matters: 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.
What changed vs 2026-02-10trust $32.1M → $32.8M +2%trust account, combination deadline, going-concern doubt +11 moved · 3 with no prior record of ours
- Trust account
- $32.1M$32.8M
- Combination deadline
- 2026-07-03 · unchanged
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 2.93M · unchanged
SpacBrain reads this as $722,856 was added to the trust between the two filings.
The clause “Prepaid expenses 51,370 47,877 Total Current Assets 202,992 99,308 Investments held in Trust Account 32,810,531 31,338,322 Total Assets $ 33,013,523 $ 31,437,630 Liabilities, Shares Subject to Possible Redemption, and Shareholders”…
The clause “Founder Shares and Private Shares if the Company fails to complete its initial Business Combination by July 3, 2026 (if the Company fully extends the period of time to consummate a Business Combination), although they will be entitled to”…
The clause “Standards Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern , management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along”…
The clause “390,000,000 shares authorized, 458,000 shares issued and outstanding (excluding 2,930,233 shares subject to possible redemption) as of March 31, 2026 and September 30, 2025 46 46 Class B ordinary shares, $ 0.0001 par value, 100,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K Current Report disclosing the payment of a monthly extension fee, the creation of a direct financial obligation via a promissory note, and the administrative extension of the deadline to consummate an initial business combination. According to disclosures by Eureka Acquisition Corp, the company deposited $150,000 into its trust account as a Monthly Extension Fee, paid by Marine Thinking Inc., extending the period to complete a business combination from May 3, 2026 to June 3, 2026. In connection with this payment, Eureka issued an unsecured promissory note ("Extension Note") with a principal amount of $150,000 to Marine Thinking. The note bears no interest, matures upon the earlier of business combination consummation or term expiry, and grants Marine Thinking the right to convert the outstanding principal into private units by dividing the amount by $10.00, provided written notice is delivered at least two business days prior to closing. The note explicitly stipulates that Marine Thinking waives any claim against Trust Account Funds if the business combination does not occur, meaning repayment would originate solely from non-trust sources. The registrant further reports the filing of a preliminary proxy statement/prospectus (File No. 333-295483) relating to the proposed transaction with Marine Thinking, which the filing describes as an autonomous ship and fleet solution providing company incorporated under the Canada Business Corporations Act. Why it matters: 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.
What changed: A Form 8-K current report filed as a Rule 425 written communication, accompanied by Exhibit 10.1 containing an unsecured extension promissory note. According to the registrant, an aggregate of $150,000 was deposited into the Trust Account on May 4, 2026 as a Monthly Extension Fee. The filing states this action extends the deadline to complete a business combination from May 3, 2026 to June 3, 2026. Marine Thinking Inc. provided the payment under a business combination agreement dated October 29, 2025. In return, Eureka issued a $150,000 unsecured promissory note due upon the earlier of combination completion or term expiry. The note permits the payee to convert the principal into private units at $10.00 per unit upon closing. Executed by Chief Executive Officer Fen Zhang for the Company and Chief Executive Officer Sebastien Pare for Marine Thinking, the note explicitly waives any claim to Trust Account Funds, mandating repayment only from non-trust sources if the transaction fails. The filing also confirms the SEC has received a preliminary proxy statement/prospectus via Form S-4 regarding the proposed merger with the autonomous ship and fleet solutions provider. Why it matters: 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.
What changed: Form S-4 registration statement filed by Eureka Acquisition Corp (EURK) containing a preliminary proxy statement/prospectus for the proposed business combination with Marine Thinking Inc., a Canadian autonomous marine vessel and fleet solutions company. First comprehensive public disclosure of the de-SPAC transaction. Key terms: business combination agreement dated Oct 29, 2025; structure involves deregistration as Cayman Islands company and domestication to Canada under the CBCA, then amalgamation with Marine Thinking. Implied enterprise value of Marine Thinking is $130 million (plus up to $6.5 million from Pre-IPO Investment). Exchange ratio based on $10.00 per SPAC share. Redemption price per share ~$10.95 as of Dec 31, 2025 (trust account $32.09M, 2,930,233 redeemable shares). Deadline currently May 3, 2026, extendable month-to-month to July 3, 2026 with $150,000 monthly extension fees. Sponsor paid $1.05M in extension fees via promissory notes. Proposal to remove the $5,000,001 minimum net tangible assets redemption restriction (NTA Proposal). Sponsor holds 1,407,500 founder shares bought for $25,000 and 228,000 private units bought for $2.28M. Fairness opinion from KKG. Finder fee of 398,700 shares to Alpha Innovators. Post-deal ownership: Company shareholders ~67%, public ~21%, sponsor ~9%, other. Financial statements for both entities included. Why it matters: 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.
What changed: A Form 8-K current report disclosing the entry into a material definitive agreement (an Extension Promissory Note) and the creation of a direct financial obligation, alongside the deposit of a monthly extension fee into the trust account. Per the filing, Eureka Acquisition Corp extended its deadline to consummate an initial business combination from April 3, 2026, to May 3, 2026, by depositing $150,000 into the trust account. The filing discloses that Marine Thinking Inc. paid the entire $150,000 Monthly Extension Fee to the company, as required under the October 29, 2025 business combination agreement. In exchange for the cash deposit, the company issued an unsecured promissory note to Marine Thinking for $150,000, dated April 6, 2026. The note carries zero percent interest and matures on the earlier of business combination consummation or the company's term expiry. Under the note's terms, Marine Thinking holds the unilateral option to convert the outstanding principal into private units at a fixed conversion price of $10.00 per unit, provided written notice is delivered at least two business days before closing. Critically, the note includes a waiver clause stating that the payee forfeits all recourse to the trust account funds if the business combination is not successfully completed, meaning repayment would have to come from non-trust corporate assets. Why it matters: 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.
What changed: A Form 8-K current report disclosing a Nasdaq listing deficiency under Item 3.01 (Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing). According to the filing dated April 8, 2026, and signed by Chief Executive Officer Fen Zhang, the Company received written notice from the Listing Qualifications Staff of the Nasdaq Stock Market LLC on April 6, 2026. The notice indicates the Company no longer complies with Nasdaq Capital Market Listing Rule 5550(a)(3), the Minimum Public Holders Rule, which mandates maintaining a minimum of 300 public holders. The filing states the Company has 45 calendar days, or until May 21, 2026, to submit a compliance plan. Nasdaq may grant an extension of up to 180 calendar days from the notice date. The document contains no updates to the trust share value, redemption calendar, merger deadline, deal progress, or sponsor conduct. Why it matters: 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.
What changed: A Form 8-K current report and Rule 425 written communication filed by Eureka Acquisition Corp. that discloses the payment of a monthly extension fee and attaches an unsecured extension promissory note issued to the proposed transaction counterparty. The registrant states that the initial business combination deadline has been extended from April 3, 2026, to May 3, 2026. According to Item 2.03, an aggregate of $150,000 was deposited into the Trust Account on or around April 2, 2026, paid by Marine Thinking Inc. pursuant to the October 29, 2025 business combination agreement. The registrant reports it issued a $150,000 unsecured promissory note dated April 6, 2026, to Marine Thinking. The filing discloses the note bears no interest, matures on the earlier of business combination consummation or term expiry, and contains default and acceleration provisions triggered by bankruptcy, cross-defaults, enforcement proceedings, or unlawfulness. The attached exhibit states Marine Thinking holds a unilateral right to convert the note into private units calculated by dividing the outstanding principal by $10.00, provided written notice is given at least two business days prior to closing. Marine Thinking Inc. explicitly waived all claims to Trust Account funds, and the registrant confirms the note would be repaid only from non-trust sources if the merger fails. Why it matters: 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.
What changed: A Schedule 13G/A, which is an amended beneficial ownership report filed under Section 13(d) of the Securities Exchange Act. The filing is submitted by KARPUS MANAGEMENT, INC. as an amendment to a previously filed Schedule 13G. The provided excerpt discloses no share quantities, ownership percentages, acquisition dates, or transaction prices. Consequently, the document reports no adjustments to redemption deadlines, changes to the stated trust value per share, extension proposals, progression of merger deal milestones, or updates regarding sponsor conduct. KARPUS MANAGEMENT, INC. makes no assertions in this excerpt concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Routine Schedule 13G/A amendments typically signal a shift in beneficial ownership level, investment purpose, or controlling influence above the five percent statutory threshold. Monitoring these filings helps investors track institutional positioning that may intersect with SPAC governance timelines, including early termination votes, merger ballot decisions, or extension tender windows. Because the excerpt omits numerical disclosures, assessing actual economic or voting impact requires reviewing the complete attached exhibit for exact share counts, acquisition timestamps, and whether KARPUS MANAGEMENT, INC. has assumed or relinquished any co-acquisition rights or voting arrangements.
What changed: Form 8-K Current Report and accompanying Extension Promissory Note (Exhibit 10.1), filed as a Rule 425 written communication to disclose the deposit of a monthly extension fee and the corresponding issuance of unsecured debt. The business combination timeline has been extended by one month from March 3, 2026 to April 3, 2026 upon the deposit of $150,000 into the Trust Account. The $150,000 Monthly Extension Fee was paid directly by Marine Thinking Inc. pursuant to the Business Combination Agreement dated October 29, 2025. In exchange, Eureka Acquisition Corp. issued a $150,000 unsecured promissory note to Marine Thinking, carrying zero interest and maturing upon the earlier of business combination consummation or corporate term expiry. The note grants Marine Thinking a unilateral right to convert the outstanding principal into private units (each consisting of one Class A ordinary share and one right to acquire one-fifth of a Class A ordinary share) at closing, with the unit count determined by dividing the outstanding principal by $10.00. The filing states the SPAC’s Charter permits further one-month extensions up to July 3, 2026. Section 12 of the promissory note records Marine Thinking’s waiver of recourse to the Trust Account Funds if the merger does not close, confirming repayment would draw only from non-trust sources if applicable. Why it matters: 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.
What changed: A Form 8-K current report announcing the execution of a material definitive agreement (an extension promissory note), the creation of a direct financial obligation, and an unregistered sale of equity securities in connection with a SPAC life-extension. The Company extended its business combination deadline from March 3, 2026 to April 3, 2026. According to the filing, on or around March 3, 2026, Marine Thinking Inc. deposited $150,000 of the Monthly Extension Fee into the Trust Account for public shareholders. In consideration, the Company issued a $150,000 unsecured promissory note dated March 13, 2026 to Marine Thinking Inc. The Company states the note bears no interest, matures upon the earlier of business combination consummation or term expiry, and may be accelerated upon events of default including failure to pay within ten business days of maturity or commencement of bankruptcy. Marine Thinking Inc. holds a non-obligatory conversion right to receive private units by dividing the outstanding principal by $10.00, with each unit consisting of one Class A ordinary share and one right to receive one-fifth of one Class A ordinary share. The payee explicitly waives any claim to Trust Account Funds, meaning the Company states repayment will originate only from non-trust sources if the merger fails. Regarding deal progress, the filing cites a business combination agreement dated October 29, 2025 between the Company, Marine Thinking Inc., and 17358750 Canada Inc. The Company describes Marine Thinking Inc. as an autonomous ship and fleet solution providing company incorporated under the Canada Business Corporations Act. The filing notes Fen Zhang serves as Chief Executive Officer of the Company and Sebastien Pare serves as Chief Executive Officer of Marine Thinking Inc. It further states the Company intends to file a Form S-4 registration statement containing a proxy statement/prospectus and will establish a record date for shareholder voting. Why it matters: 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.
What changed: Amendment No. 1 to the Registration Statement on Form S-4 (DRS/A) — a preliminary proxy statement/prospectus for the extraordinary general meeting of Eureka Acquisition Corp. to approve a business combination with Marine Thinking Inc., including a SPAC continuance to Canada and an amalgamation. The document is subject to completion and contains solicitation materials for shareholder vote on eight proposals. This filing updates the initial confidential draft S-4 with additional details on the transaction structure, financial projections, fairness opinion from King Kee Appraisal and Advisory Limited, and pro forma financial information for five redemption scenarios (0% to 100%). The deadline for the business combination is now extended to July 3, 2026 via monthly extensions. The trust account balance as of September 30, 2025 is $31.3 million, representing approximately $10.69 per public share. The NTA proposal seeks to remove the $5,000,001 net tangible asset restriction to permit redemptions even if NTA falls below that threshold. Why it matters: 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.
What changed: Quarterly report (Form 10-Q) for the fiscal quarter ended December 31, 2025, filed by Eureka Acquisition Corp (EURK), a blank-check company that has announced a business combination with Marine Thinking Inc. The filing updates the trust account value to $32.1 million (approx. $10.95 per share), extends the deadline to July 3, 2026 via monthly extension notes from the sponsor, details the executed business combination agreement with Marine Thinking (an autonomous shipping company), and reports a net loss of $118,289 for the quarter. The sponsor has advanced $1.05 million in extension notes and $300,000 in working capital loans. Going concern uncertainty is disclosed due to a working capital deficit of $1.49 million. Why it matters: 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.
What changed vs 2025-08-11trust $60.0M → $32.1M -47%deadline 2026-01-03 → 2026-07-03trust account, combination deadline, going-concern doubt +12 moved · 2 with no prior record of ours
- Trust account
- $60.0M$32.1M
- Combination deadline
- 2026-01-032026-07-03
- Going-concern doubt
- stated · unchanged
- Redeemable shares
- 2.93M · unchanged
SpacBrain reads this as $27,916,520 left the trust between the two filings.
The clause …“Total Current Assets 32,797 99,308 Deferred offering costs - - Investments held in Trust Account 32,087,675 31,338,322 Total Assets $ 32,120,472 $ 31,437,630 Liabilities, Shares Subject to Possible Redemption, and Shareholders Equity”…
SpacBrain reads this as 181 days later than the previous record.
The clause “Founder Shares and Private Shares if the Company fails to complete its initial Business Combination by July 3, 2026 (if the Company fully extends the period of time to consummate a Business Combination), although they will be entitled to”…
The clause “Standards Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern , management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along”…
The clause “390,000,000 shares authorized, 458,000 shares issued and outstanding (excluding 2,930,233 shares subject to possible redemption) as of December 31, 2025 and September 30, 2025 46 46 Class B ordinary shares, $ 0.0001 par value, 100,000,000”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K current report identifying the entry into a material definitive agreement and the creation of a direct financial obligation through a monthly extension fee deposit and associated unsecured promissory note. Per the Company’s filing, the deposit of $150,000 into the Trust Account was completed on February 3, 2026, which Chief Executive Officer Fen Zhang disclosed extends the initial business combination period by one month from February 3, 2026 to March 3, 2026. The Sponsor, Hercules Capital Management Corp, advanced $150,000 to pay the Monthly Extension Fee and received an unsecured promissory note dated February 4, 2026. The note bears no interest, matures upon the earlier of business combination consummation or term expiry, triggers immediate acceleration upon failure to pay within five business days past maturity or upon specified bankruptcy, cross-default, and enforcement proceedings, and grants the Sponsor conversion rights into private units calculated by dividing the outstanding principal by $10.00. Regarding other substance, the filing registers the entity under standard industrial classification SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373], lists principal and mailing addresses at 14 Prudential Tower in Singapore, and discloses unregistered sales of equity securities tied to the note’s conversion; it contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, or pending litigation. Why it matters: 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.
What changed: A Joint Filing Agreement (Exhibit 99.2) executing a shared disclosure obligation under Rule 13d-1(k) of the Securities Exchange Act of 1934. The exhibit records no modification to equity positions, transaction parameters, or corporate timing. It references a Schedule 13G dated January 30, 2026 concerning Class A ordinary shares of Eureka Acquisition Corp and formally establishes that Feis Equities LLC and Managing Member Lawrence M. Feis will submit a consolidated filing. The text contains no analysis or updates regarding redemption cutoffs, trust fund valuation, extension procedures, merger execution, or sponsor conduct. Why it matters: As a purely procedural compliance attachment, the document does not alter Eureka’s underlying timeline, capital structure, or business combination status. All acknowledgments and filings referenced in the exhibit are attributed exclusively to Feis Equities LLC and Lawrence M. Feis, confirming only a mechanical reporting election. No customer claims, revenue figures, market sizing, strategic initiatives, technology disclosures, partnership updates, litigation matters, or personnel changes are present.
What changed: A Form 8-K Current Report disclosing the payment of a monthly extension fee and the issuance of two unsecured promissory notes to the sponsor, filed under Items 1.01, 2.03, and 3.02. According to the Company’s filing, sponsor Hercules Capital Management Corp deposited $150,000 into the Trust Account on January 2, 2026, which mechanically extends the business combination deadline from January 3, 2026 to February 3, 2026. The registrant states that it subsequently issued a $150,000 Extension Note dated January 5, 2026 and a Working Capital Note dated January 6, 2026 for up to $300,000. Per the attached Exhibits 10.1 and 10.2, both notes bear zero interest unless overdue and grant the Sponsor the unilateral right to convert any outstanding principal into private units consisting of one Class A ordinary share and one right to acquire one-fifth of one Class A ordinary share upon business combination closing. The documents specify that the conversion calculation divides the outstanding principal by $10.00. The filing details that failure to pay principal within five business days of the Maturity Date constitutes an event of default, and the Sponsor expressly waives all claims against the Trust Account Funds for repayment of these notes. Why it matters: 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.
What changed: Preliminary proxy statement/prospectus on Form S-4 filed confidentially, relating to a business combination between SPAC Eureka Acquisition Corp and Marine Thinking Inc., including a SPAC continuance from Cayman Islands to Canada and an amalgamation. First public filing of the S-4 providing full disclosure of the business combination terms: implied enterprise value of $130 million plus up to $6.5 million in pre-IPO investments; redemption price approximately $10.69 per public share as of September 30, 2025; monthly extension mechanism to July 3, 2026 (not 2027 as previously listed); sponsor conflicts of interest including founder shares at $0.0001 per share; and eight shareholder proposals including removal of the $5,000,001 net tangible asset condition. Why it matters: 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: 10-K annual report for the fiscal year ended September 30, 2025. The filing reports the execution of a business combination agreement with Marine Thinking Inc. on October 29, 2025, requiring deregistration from Cayman Islands and domestication to Canada. A June 30, 2025 shareholder vote approved a charter amendment extending the deadline to up to 12 monthly extensions (to July 3, 2026), and 2,819,767 Class A shares were redeemed for approximately $29 million. As of the filing date, $900,000 in monthly extension fees had been deposited (of which $150,000 paid by the company, $750,000 by the sponsor), with $750,000 in extension notes and a $300,000 working capital note issued to the sponsor. The trust account balance fell to $31,338,322 as of September 30, 2025 (from $58,109,787), with $51,431 cash outside trust and a working capital deficit of $625,273. Net income for the year was $1,370,753 (interest income $2,230,500 less general and administrative expenses $859,747). Director M. Anthony Wong resigned and Cameron Johnson was appointed. The sponsor entered into an option purchase agreement with Marine Thinking for 583,333 sponsor shares at $1,750,000, later assigned to a Marine Thinking shareholder entity. Why it matters: The 10-K confirms the SPAC has a definitive deal but faces a tight timeline (current deadline January 3, 2026, extendable to July 3, 2026). The trust per-share value ($10.70) is below the initial $10.00 IPO price plus interest, indicating redemptions and fees have diluted trust value. The working capital deficit ($625,273) and low cash ($51,431) raise going-concern risk. Sponsor support through extension notes and working capital loans is positive, but the sponsor's sale of an option on 583,333 shares for $1.75 million suggests monetization of part of its stake, which may affect alignment. The business combination requires shareholder approval, regulatory steps, and may be subject to CFIUS review. The audit report includes a going concern explanatory paragraph.
What changed vs 2024-12-26deadline 2026-01-03 → 2026-07-03combination deadline, trust account, going-concern doubt +31 moved · 5 with no prior record of ours
- Combination deadline
- 2026-01-032026-07-03
- Trust account
- $58.1M · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $104Knot matched in this filing
- Mandate language
- we intend to focus our search for an initial business combin…not matched in this filing
- Redeemable shares
- 5.75Mnot matched in this filing
SpacBrain reads this as 181 days later than the previous record.
The clause …“3, 2026, we may extend the Combination Period by Monthly Extensions, up to July 3, 2026 without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection”…
The clause …“Inputs 2024 (Level 1) (Level 2) (Level 3) Assets Marketable securities held in Trust Account $ 58,109,787 $ 58,109,787 Note 9 Segment Information ASC Topic 280, Segment Reporting, establishes standards for companies to report in”…
The clause “Standards Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern , management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: This document IS a Form 4 insider ownership report filed by five reporting persons—Wolverine Asset Management LLC, Wolverine Holdings, L.P., Wolverine Trading Partners, Inc., Bellick Robert, and Gust Christopher—who are designated as 10% owners of Eureka Acquisition Corp. According to the Form 4, the filing reports seven open-market sale transactions executed between November 4 and December 10, 2025. As stated by the reporting persons, on November 4, 2025, 20 shares were disposed of at $10.88 · owns 398,358 after. On November 5, 2025, 18 shares were disposed of at $10.88 · owns 398,340 after. On November 6, 2025, 4 shares were disposed of at $10.88 · owns 398,336 after. On November 7, 2025, 1,000 shares were disposed of at $10.88 · owns 397,336 after. On December 1, 2025, 10 shares were disposed of at $10.89 · owns 397,326 after. On December 5, 2025, 2 shares were disposed of at $10.91 · owns 397,324 after. On December 9, 2025, 1,000 shares were disposed of at $10.89 · owns 396,324 after. On December 10, 2025, 400 shares were disposed of at $11.07 · owns 395,924 after. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, the filing reflects routine portfolio adjustments by fund affiliates rather than shifts in SPAC governance or capital markets timing. As disclosed by the reporting persons, these transactions do not alter the stated redemption framework or trigger extension votes, and the filing contains no amendments to warrant exercises, forward purchase agreements, or lock-up covenants. Because the sales occurred outside any scheduled business combination or shareholder vote period, they carry no direct mechanical weight on public holders’ capacity to exercise cash redemption options. The sellers are identified in the document as 10% owners and vehicles affiliated with Wolverine Asset Management LLC, not the initial sponsor or promoters who typically control redemption windows or sponsor liquidity provisions. The volumes traded, ranging from 2 to 1,000 shares per execution, were absorbed at public market prices between $10.88 and $11.07. No claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel appear in the submission; according to the filing, those disclosures remain entirely absent.
What changed: SEC Form 4 insider ownership report. The filing is an insider ownership report that records six open‑market share dispositions between 2025-11-04 and 2025-12-05 by five parties named in the document: Wolverine Asset Management LLC, Wolverine Holdings, L.P., Wolverine Trading Partners, Inc., Bellick Robert, and Gust Christopher. The form identifies each as a 10% owner. Reported transactions consist of 20 shares sold at $10.88 (398,358 after), 18 shares at $10.88 (398,340 after), 4 shares at $10.88 (398,336 after), 1,000 shares at $10.88 (397,336 after), 10 shares at $10.89 (397,326 after), and 2 shares at $10.91 (397,324 after). According to the report’s structure, these are secondary market exchanges; the filing does not disclose any trust withdrawals, tender offers, extension votes, or amendment filings, so the mechanics governing the 2027-07-03 deadline and the SPAC’s redemption framework remain unchanged. Why it matters: Form 4 filings do not alter trust accounting, deadline windows, or sponsor governance rules. The pricing band the document records ($10.88 to $10.91) sits below the $11.45 trust/share figure you supplied, confirming open‑market execution rather than redemption or arbitrage activity. The sellers are multiple affiliates linked to a single 10% holder per the registrant’s disclosures. Monitoring these dispositions matters for tracking major holder behavior and secondary liquidity pressure, but the filing contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Investors calibrating the redemption calendar can treat this as routine insider distribution without adjusting trust valuations, extension timelines, or deal progress estimates.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.