Eureka SPAC Targets Marine Thinking in Asia-Focused Merger

TL;DR

**EURKU is finally making a move, but this SPAC merger with Marine Thinking is a high-stakes bet on autonomous shipping with significant execution risk.**

AI Summary

Eureka Acquisition Corp (EURKU), a blank check company, reported no revenue and losses since its inception on June 13, 2023, relying on securities sales and sponsor loans for operations. The company completed its IPO on July 3, 2024, raising $50,000,000 from 5,000,000 units at $10.00 per unit, and an additional $7,500,000 from an over-allotment option for 750,000 units. Concurrently, it raised $2,167,500 from the private sale of 216,750 units and $112,500 from 11,250 additional private units to its sponsor, Hercules Capital Management Corp. A total of $57,500,000 was placed in a trust account. On October 29, 2025, EURKU entered into a Business Combination Agreement with Marine Thinking Inc., an autonomous ship and fleet solution provider, aiming to complete a SPAC Continuance to Canada and then an Amalgamation. The company's shareholders approved an amendment on June 30, 2025, extending the business combination deadline from July 3, 2025, with potential extensions up to January 3, 2026, to up to 12 three-month extensions.

Why It Matters

This filing signals Eureka Acquisition Corp's pivot from a blank check company to a potential player in the autonomous marine technology sector through its proposed merger with Marine Thinking Inc. For investors, this transition introduces significant risk and potential reward, as the success hinges on Marine Thinking's market penetration and the successful integration of the two entities. Employees and customers of Marine Thinking could see increased resources and market reach, while the broader market will watch to see if this SPAC can successfully navigate the complexities of a cross-border merger and capitalize on the growing autonomous shipping trend, competing with established maritime technology firms.

Risk Assessment

Risk Level: high — The company is a blank check company with no revenue and has incurred losses since inception, relying entirely on external funding. The proposed business combination with Marine Thinking Inc. is subject to numerous conditions and risks, including regulatory approvals and shareholder votes, as detailed in the Business Combination Agreement dated October 29, 2025. Furthermore, the company's ability to complete the business combination was initially set to expire on July 3, 2025, with extensions, highlighting the time-sensitive nature and potential for failure.

Analyst Insight

Investors should closely monitor the progress of the business combination with Marine Thinking Inc., paying particular attention to shareholder approval and regulatory hurdles. Given the high-risk nature of SPACs and the specific challenges of integrating an autonomous marine technology company, a 'wait and see' approach is prudent until more definitive milestones are achieved and Marine Thinking's financials are fully disclosed.

Financial Highlights

debt To Equity

Not applicable

revenue

$0

operating Margin

N/A

total Assets

Not specified

total Debt

Not specified

net Income

Negative value not specified

eps

Negative value not specified

gross Margin

N/A

cash Position

$57,500,000 (in trust)

revenue Growth

N/A

Key Numbers

• $50,000,000 — Gross proceeds from IPO (Raised from 5,000,000 units at $10.00 each on July 3, 2024.)
• $7,500,000 — Gross proceeds from over-allotment option (Raised from 750,000 units at $10.00 each on July 8, 2024.)
• $2,167,500 — Gross proceeds from Initial Private Units (Raised from 216,750 units at $10.00 each to the Sponsor on July 3, 2024.)
• $112,500 — Gross proceeds from Additional Private Units (Raised from 11,250 units at $10.00 each to the Sponsor.)
• $57,500,000 — Total proceeds placed in Trust Account (Combined proceeds from IPO, over-allotment, and private placements.)
• June 13, 2023 — Incorporation date of Eureka Acquisition Corp (Marks the inception of the blank check company.)
• July 3, 2024 — Closing date of IPO (Date when the initial public offering was consummated.)
• October 29, 2025 — Date of Business Combination Agreement (Date EURK entered into the BCA with Marine Thinking Inc.)
• 4,825,733 — Total ordinary shares outstanding (As of December 12, 2025, including Class A and Class B shares.)
• 3% — Finder's fee percentage (Percentage of Company Valuation to be issued to Alpha Innovators Limited in SPAC Class A Shares.)

Key Players & Entities

• Eureka Acquisition Corp (company) — registrant, blank check company
• Marine Thinking Inc. (company) — target business combination partner
• Hercules Capital Management Corp (company) — Sponsor of Eureka Acquisition Corp
• Maxim Group LLC (company) — representative of the underwriters of the IPO
• Continental Stock Transfer & Trust Company (company) — trustee for the Trust Account and transfer agent
• Alpha Innovators Limited (company) — finder for potential targets
• Nasdaq Capital Market (regulator) — exchange where EURK, EURKR, and EURKU trade
• U.S. Securities and Exchange Commission (regulator) — regulator for SEC filings

FAQ

Risk Factors

• Dependence on Business Combination [high — financial]: Eureka Acquisition Corp is a blank check company with no operating history or revenue. Its ability to continue as a going concern is solely dependent on completing a business combination. Failure to find and complete a business combination by the deadline (potentially January 3, 2026) would result in liquidation.
• Trust Account Limitations [high — financial]: The $57,500,000 held in the trust account is intended to fund the business combination and provide working capital post-combination. However, significant expenses related to the IPO, business combination, and ongoing operations will deplete this amount, potentially limiting future operations if the business combination is delayed or unsuccessful.
• Target Business Risks [medium — operational]: The success of Eureka Acquisition Corp is intrinsically linked to the performance and viability of Marine Thinking Inc. Risks associated with Marine Thinking's autonomous ship and fleet solutions, market adoption, technological development, and competitive landscape will directly impact the value of the business combination.
• SPAC Continuance and Amalgamation Regulatory Hurdles [medium — regulatory]: The proposed business combination involves a SPAC Continuance to Canada and an Amalgamation. These cross-border and corporate restructuring transactions are subject to Canadian and potentially other regulatory approvals, which could cause delays or prevent completion.
• Shareholder Redemption Risk [medium — financial]: Public shareholders have the right to redeem their shares for a pro rata portion of the trust account if they do not approve the business combination. A high redemption rate could significantly reduce the cash available for Marine Thinking post-combination, impacting its ability to execute its business plan.
• Sponsor and Underwriter Dilution [low — financial]: The business combination agreement may involve dilution for existing shareholders due to shares issued to the sponsor (Hercules Capital Management Corp.) and potential finder's fees, such as the 3% of Company Valuation in SPAC Class A Shares to Alpha Innovators Limited. This could impact the per-share value of the combined entity.

Industry Context

The autonomous ship and fleet solutions market is a rapidly evolving sector within the broader maritime industry. It is driven by technological advancements in AI, sensor technology, and connectivity, aiming to improve efficiency, safety, and reduce operational costs. Key players are investing heavily in R&D to develop sophisticated navigation, control, and communication systems for unmanned vessels.

Regulatory Implications

The proposed business combination involves cross-border elements, including a SPAC Continuance to Canada and an Amalgamation. This subjects the transaction to scrutiny from Canadian regulatory bodies, potentially impacting timelines and requiring specific compliance measures. Additionally, the autonomous shipping sector itself may face evolving regulations regarding safety, liability, and operational standards.

What Investors Should Do

1. Monitor the progress and conditions of the business combination with Marine Thinking Inc.
2. Evaluate the financial health and business prospects of Marine Thinking Inc.
3. Assess the impact of potential shareholder redemptions on post-combination cash levels.
4. Understand the implications of the SPAC Continuance and Amalgamation on corporate structure and governance.

Key Dates

• 2023-06-13: Incorporation of Eureka Acquisition Corp — Marks the inception of the blank check company.
• 2024-07-03: Closing of Initial Public Offering (IPO) — EURKU raised $50,000,000 from 5,000,000 units at $10.00 each, initiating its public trading.
• 2024-07-08: Closing of Over-Allotment Option — EURKU raised an additional $7,500,000 from 750,000 units at $10.00 each.
• 2025-10-29: Business Combination Agreement (BCA) with Marine Thinking Inc. — EURKU entered into an agreement to combine with Marine Thinking, an autonomous ship and fleet solution provider.
• 2025-06-30: Shareholder approval for business combination deadline extension — Shareholders approved extending the deadline, with potential for up to 12 three-month extensions beyond July 3, 2025, up to January 3, 2026.

Glossary

Blank Check Company

A company formed with the sole purpose of raising capital through an IPO to acquire an existing business, often referred to as a Special Purpose Acquisition Company (SPAC). (Eureka Acquisition Corp is a blank check company seeking to combine with Marine Thinking Inc.)

SPAC Continuance

The process by which a SPAC, typically incorporated in one jurisdiction (like the Cayman Islands), re-incorporates or 'continues' into another jurisdiction (like Canada) to facilitate a business combination. (EURKU plans to undergo a SPAC Continuance to Canada as part of its business combination with Marine Thinking.)

Amalgamation

A corporate transaction where two or more companies merge into a single new entity, governed by the laws of the jurisdiction of incorporation. (Marine Thinking and Amalgamation Sub will amalgamate to form a new entity as part of the business combination.)

Trust Account

A segregated account where funds raised from a SPAC's IPO are held in trust, typically invested in U.S. Treasury securities, until a business combination is completed or the SPAC liquidates. ($57,500,000 of EURKU's IPO proceeds are held in a trust account.)

Sponsor

The entity that forms and finances a SPAC, typically receiving founder shares and warrants in exchange for their initial investment and ongoing support. (Hercules Capital Management Corp. is the sponsor of Eureka Acquisition Corp.)

Business Combination Agreement (BCA)

A contract outlining the terms and conditions under which a SPAC will merge with or acquire a target company. (EURKU entered into a BCA with Marine Thinking Inc. on October 29, 2025.)

Year-Over-Year Comparison

As this is Eureka Acquisition Corp's initial 10-K filing since its inception on June 13, 2023, there are no prior year comparable metrics to assess changes in revenue, margins, or financial position. The company has no operating history or revenue, with all financial activity related to its formation, IPO, and preparation for a business combination.

Key Financial Figures

• $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one
• $10.00 — Units were sold at an offering price of $10.00 per Unit, generating total gross procee
• $50,000,000 — nit, generating total gross proceeds of $50,000,000. On July 3, 2024, substantially concurr
• $2,167,500 — nit, generating gross proceeds to us of $2,167,500. In connection with the offering of the
• $7,500,000 — c Units"), generating gross proceeds of $7,500,000. Simultaneously with the issuance and s
• $112,500 — vate Unit, generating gross proceeds of $112,500. In connection with the IPO and the s
• $57,500,000 — o the Representative. The proceeds of $57,500,000 from the IPO, the sale of the Option Un
• $1,750,000 — es") for an aggregate purchase price of $1,750,000. The aggregate exercise price of the op
• $1.00 — exercise price of the option itself is $1.00 for all of the Option Securities. The o
• $29 million — dered for redemption, and approximately $29 million was released from the Trust Account to
• $150,000 — r each Monthly Extension, the amount of $150,000 (the "Monthly Extension Fee") shall be
• $900,000 — As of the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been d
• $750,000 — he Company from its working capital and $750,000 was paid by the Sponsor. In connection
• $300,000 — otes") in the principal amount of up to $300,000 to the Sponsor. The proceeds of the Wor

Filing Documents

• ea0266856-10k_eureka.htm (10-K) — 815KB
• ea026685601ex4-5_eureka.htm (EX-4.5) — 101KB
• ea026685601ex31-1_eureka.htm (EX-31.1) — 10KB
• ea026685601ex31-2_eureka.htm (EX-31.2) — 10KB
• ea026685601ex32-1_eureka.htm (EX-32.1) — 4KB
• ea026685601ex32-2_eureka.htm (EX-32.2) — 4KB
• 0001213900-25-121398.txt ( ) — 4469KB
• eurku-20250930.xsd (EX-101.SCH) — 39KB
• eurku-20250930_cal.xml (EX-101.CAL) — 23KB
• eurku-20250930_def.xml (EX-101.DEF) — 212KB
• eurku-20250930_lab.xml (EX-101.LAB) — 328KB
• eurku-20250930_pre.xml (EX-101.PRE) — 216KB
• ea0266856-10k_eureka_htm.xml (XML) — 371KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 8 Item 1B. Unresolved Staff Comments 8 Item 1C Cybersecurity 8 Item 2.

Properties

Properties 8 Item 3.

Legal Proceedings

Legal Proceedings 8 Item 4. Mine Safety Disclosures 8 PART II 9 Item 5. Market for Registrant's Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities 9 Item 6. Reserved 10 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 10 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 15 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 15 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 15 Item 9A.

Controls and Procedures

Controls and Procedures 15 Item 9B. Other Information 16 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 16 PART III 17 Item 10. Directors, Executive Officers and Corporate Governance 17 Item 11.

Executive Compensation

Executive Compensation 23 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters 24 Item 13. Certain Relationships and Related Transactions, and Director Independence 25 Item 14. Principal Accounting Fees and Services 27 PART IV 28 Item 15. Exhibits, Financial Statement Schedules 28 Item 16. Form 10-K Summary 30 i CERTAIN TERMS References to the "Company," "our Company," "EURK," "our," "us" or "we" refer to Eureka Acquisition Corp, a blank check company incorporated on June 13, 2023 as a Cayman Islands exempted corporation and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this Annual Report on Form 10-K as our "initial business combination." References to the "Sponsor" refer to Hercules Capital Management Corp. References to "equity-linked securities" are to any securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company. References to the "SEC" are to the U.S. Securities and Exchange Commission. References to our "initial public offering" refer to our initial public offering, which closed on July 3, 2024. References to "public shares" are to shares of our Class A ordinary shares sold as part of the units in our initial public offering. References to "public shareholders" are to the holders of our public shares. SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS Certain looking statements" for purposes of the federal securities laws. Our forward looking statements include, but are not limited to,

Business

Business Combination Agreement On October 29, 2025, EURK entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the "BCA"), with Marine Thinking Inc. ("Marine Thinking"), a company incorporated under the Canada Business Corporations Act ("CBCA") and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of EURK (the "Amalgamation Sub," together with EURK and Marine Thinking, the "Parties, "and each, a "Party"). Marine Thinking is an autonomous ship and fleet solution providing company. The BCA contemplates that the business combination among EURK, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the time when the Amalgamation (as defined below) becomes effective (the "Amalgamation Effective Time"), EURK shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the domestication to Canada under the CBCA (the "SPAC Continuance"). Upon the completion of the SPAC Continuance, the name of EURK shall be changed from "Eureka Acquisition Corp" to "Marine Thinking Holdings Inc." or such other name as the Parties may agree on; and (ii) following the SPAC Continuance, and in accordance with the applicable provisions of the BCA and in accordance with the CBCA, at the closing of the transactions contemplated by the BCA (the "Closing"), Marine Thinking and the Amalgamation Sub shall amalgamate and continue as one company, being the Amalco ("Amalco"), under the terms and conditions prescribed in the amalgamation agreement to be signed by Marine Thinking and Amalgamation Sub and in accordance with section 181 of the CBCA (the "Amalgamation"). Following the Amalgamation Effective Time, Amalco will become a direct wholly owned subsidiary of EURK. The Continuance, the Amalgamation, and the other transac

View Full Filing

View this 10-K filing on SEC EDGAR