Eureka Acquisition Corp. Files 8-K with Key Corporate Updates

TL;DR

Eureka Acquisition Corp. filed an 8-K detailing material agreements, equity sales, and board changes.

AI Summary

Eureka Acquisition Corp. announced on July 1, 2024, that it entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities, the departure of directors, election of directors, appointment of officers, and amendments to its articles of incorporation or bylaws. Additionally, the company disclosed other events and filed financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions and potential strategic shifts for Eureka Acquisition Corp., which could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves multiple significant corporate events including material agreements, equity sales, and changes in leadership, which can introduce uncertainty and risk.

Key Players & Entities

• Eureka Acquisition Corp (company) — Registrant
• July 1, 2024 (date) — Date of earliest event reported

FAQ

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 gross proceeds of
• $50,000,000 — per Unit, generating gross proceeds of $50,000,000. Substantially concurrently with the c
• $2,167,500 — rating gross proceeds to the Company of $2,167,500. The Initial Private Units are identica
• $7,500,000 — s”), 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 issuance and sa
• $2,280,000 — rating gross proceeds to the Company of $2,280,000. The Private Units are identical to the
• $0.0174 — Sponsor for such shares, approximately $0.0174 per share, pursuant to a certain securi
• $57,500,000 — . Item 8.01 Other Events. A total of $57,500,000 from the proceeds of the offerings of t

Filing Documents

• ea0209060-8k_eureka.htm (8-K) — 47KB
• ea020906001ex1-1_eureka.htm (EX-1.1) — 240KB
• ea020906001ex3-1_eureka.htm (EX-3.1) — 626KB
• ea020906001ex4-1_eureka.htm (EX-4.1) — 56KB
• ea020906001ex10-1_eureka.htm (EX-10.1) — 58KB
• ea020906001ex10-2_eureka.htm (EX-10.2) — 18KB
• ea020906001ex10-3_eureka.htm (EX-10.3) — 74KB
• ea020906001ex10-4_eureka.htm (EX-10.4) — 108KB
• ea020906001ex10-5_eureka.htm (EX-10.5) — 57KB
• ea020906001ex10-6_eureka.htm (EX-10.6) — 127KB
• ea020906001ex10-7_eureka.htm (EX-10.7) — 12KB
• ea020906001ex99-1_eureka.htm (EX-99.1) — 6KB
• ea020906001ex99-2_eureka.htm (EX-99.2) — 7KB
• ex3-1_001.jpg (GRAPHIC) — 18KB
• 0001213900-24-059818.txt ( ) — 1464KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On July 1, 2024, the Registration Statement on Form S-1 (File No. 333-277780) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Eureka Acquisition Corp (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On July 3, 2024, the Company consummated the IPO of 5,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (each, a “Class A Ordinary Share”), and one right (each, a “Right”), each one Right entitling the holder thereof to exchange for one-fifth of one Class A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. Substantially concurrently with the closing of the IPO, the Company completed the private sale of 216,750 units (the “Initial Private Units”) to the Company’s sponsor, Hercules Capital Management Corp (the “Sponsor”). Each Initial Private Unit consists of one Class A Ordinary Share and one right. The Initial Private Units were sold at a purchase price of $10.00 per Initial Private Units, generating gross proceeds to the Company of $2,167,500. The Initial Private Units are identical to the Units sold in the IPO, subject to limited exceptions as further described in the Registration Statement. The Company also issued to the Maxim Group LLC, the representative of the underwriters of the IPO (the “Representative”), 230,000 Class A Ordinary Shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO. The Representative Shares are identical to the Class A Ordinary Shares included in the Units, except that the Representative has agreed not to transfer, assign, sell, pledge, or hypothe

02 Unregistered Sales of

Item 3.02 Unregistered Sales of Equity Securities Substantially concurrently with the closing of the IPO and the Over-allotment Option, the Company completed the private sale of the aggregated amount of 228,000 Private Units (including 216,750 Initial Private Units and 11,250 Additinoal Private Units) to the Sponsor at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,280,000. The Private Units are identical to the Public Units issued in the IPO, subject to limited exceptions as further described in the Registration Statement. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

02 Departure of Directors

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Effective on July 1, 2024, in connection with the effectiveness of the Registration Statement, Dr. M. Anthony Wong, Ms. Lauren Simmons, and Mr. Kevin McKenzie became directors of the Company. The board has determined that each of Dr. M. Anthony Wong, Ms. Lauren Simmons, and Mr. Kevin McKenzie are independent directors under the requirements of the Nasdaq listing standards and under the Securities Exchange Act of 1934 (“Exchange Act”), and has determined that Dr. M. Anthony Wong qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act. Dr. M. Anthony Wong, Ms. Lauren Simmons, and Mr. Kevin McKenzie will serve as members of the audit committee, with Dr. M. Anthony Wong serving as chair of the audit committee. 2 The Company will reimburse the officers and directors for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles as directors at the closing of our initial business combination. Substantially concurrently with the effectiveness of the Registration Statement and closing of the IPO, the Sponsor transferred to each of Dr. M. Anthony Wong, Ms. Lauren Simmons, and Mr. Kevin McKenzie, 10,000 Class B ordinary shares of the Compay (collectively “Founder Shares”) at the same price originally paid by the Sponsor for such shares, approximately $0.0174 per share, pursuant to a certain securities transfer agreement (the “Securities Transfer Agreement”) dated June 27, 2024 by and among the Company, the transferees and the Sponsor. Other than as set forth in Item 1.01 and above, none of the directors are party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to

03 Amendments to the Memorandum

Item 5.03 Amendments to the Memorandum and Articles of Association. On June 27, 2024, the Company adopted and filed its Second Amended and Restated Memorandum and Articles of Association. The Second Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and is incorporated by reference herein.

01 Other Events

Item 8.01 Other Events. A total of $57,500,000 from the proceeds of the offerings of the Public Units and the sale of the Private Units (net of transaction expenses and working capital) were placed in the trust account. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and dissolution expenses, the proceeds from the offerings of the Public Units and the sale of the Private Units held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or redeem 100% of its public shares if the Company does not complete its initial business combination by July 3, 2025 (or up to July 3, 2026, if extended), and (ii) with respect to any other provision relating to shareholders’ rights or pre-business combination activity, (c) the redemption of all of the Company’s public shares if it is unable to complete its business combination by July 3, 2025 (or up to January 3, 2026, if extended), subject to applicable law. On July 2, 2024, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. On July 3, 2024, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO. 3

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description of Exhibits 1.1 Underwriting Agreement, dated July 2, 2024, by and between the Company and the Representative. 3.1 Second Amended and Restated Memorandum and Articles of Association, dated June 27, 2024. 4.1 Rights Agreement, dated July 2, 2024, between the Company and CST, as rights agent. 10.1 Unit Subscription Agreement dated July 21, 2024, between the Company and the Sponsor. 10.2 Securities Transfer Agreement, dated June 27, 2024, between the Company, the Sponsor, and certain directors of the Company 10.3 Investment Management Trust Agreement, dated July 2, 2024, between the Company and CST, as trustee. 10.4 Registration Rights Agreement, dated July 2, 2024, between the Company, the Sponsor, and the Representative. 10.5 Letter Agreement, dated July 2, 2024, among the Company, the Sponsor, and officers and directors of the Company. 10.6 Form of the Indemnity Agreement, between the Company and the officers and directors of the Registrant. 10.7 Administrative Service Agreement, dated July 2, 2023, between the Company and the Sponsor. 99.1 Press Release, dated July 1, 2024. 99.2 Press Release, dated July 3, 2024 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Eureka Acquisition Corp By: /s/ Fen Zhang Name: Fen Zhang Title: Chief Executive Officer Date: July 8, 2024 5

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View this 8-K filing on SEC EDGAR