Eureka Acquisition Corp 8-K
Research Summary
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Eureka Acquisition Corp Extends SPAC Deadline, Issues $150K Promissory Note
What Happened
Eureka Acquisition Corp (EURK) filed an 8-K on March 17, 2026 reporting that it deposited $150,000 into its trust account to extend the deadline to complete its initial business combination by one month (from March 3, 2026 to April 3, 2026). The $150,000 Monthly Extension Fee was paid by Marine Thinking Inc. under the parties’ October 29, 2025 business combination agreement. In connection with that payment, Eureka issued an unsecured promissory note (the “Extension Note”) dated March 13, 2026 to Marine Thinking in the principal amount of $150,000.
Key Details
- $150,000 was deposited on or around March 3, 2026 to extend the SPAC deadline by one month (new expiry: April 3, 2026).
- Extension Note: $150,000 principal, no interest, payable upon the earlier of (i) consummation of the business combination or (ii) the Company’s term expiry. Events of default permit acceleration.
- Conversion right: Marine Thinking may convert all or part of the Extension Note into Units at $10.00 per Unit (i.e., $150,000 ÷ $10 = 15,000 Units if fully converted). Each Unit consists of one Class A ordinary share and one right to receive 1/5 of a Class A share upon the business combination.
- Units (and underlying securities) issued on conversion generally cannot be transferred until completion of the business combination and are entitled to registration rights. Issuance was made pursuant to Section 4(a)(2) exemption.
- The Charter allows Eureka to extend the combination deadline month-to-month (each extension costing $150,000) up to July 3, 2026.
Why It Matters
This action temporarily preserves Eureka’s ability to complete its proposed business combination by pushing the SPAC deadline out one month without redeeming public shares now. However, it creates a direct financial obligation to Marine Thinking in the form of an unsecured, non-interest-bearing note that is convertible into equity at $10 per Unit, which could result in dilution if converted. Investors should watch for (1) whether Marine Thinking converts the note, (2) any further one-month extensions (each requiring another $150,000 deposit), and (3) the forthcoming S-4/proxy statement and other SEC filings related to the proposed transaction for full details.
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