Eureka Acquisition Corp. Files 8-K: Material Agreement & Equity Sales

TL;DR

Eureka Acquisition Corp. signed a big deal and sold some stock, watch out for financial obligations.

AI Summary

Eureka Acquisition Corp. entered into a Material Definitive Agreement on August 25, 2025, related to the creation of a direct financial obligation. The company also reported unregistered sales of equity securities. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions by Eureka Acquisition Corp., including a material definitive agreement and unregistered equity sales, which could impact its financial obligations and shareholder structure.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement and unregistered sales of equity, which can introduce financial obligations and changes to the company's capital structure.

Key Players & Entities

• Eureka Acquisition Corp. (company) — Filer of the 8-K report
• August 25, 2025 (date) — Date of the 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
• $300,000 — ote ") in the principal amount of up to $300,000 to Hercules Capital Management Corp, th
• $10.00 — al amount payable to the Sponsor by (y) $10.00. The issuance of the Sponsor Note was

Filing Documents

• ea0254711-8k_eureka.htm (8-K) — 34KB
• ea025471101ex10-1_eureka.htm (EX-10.1) — 33KB
• 0001213900-25-080922.txt ( ) — 289KB
• eurk-20250825.xsd (EX-101.SCH) — 4KB
• eurk-20250825_def.xml (EX-101.DEF) — 27KB
• eurk-20250825_lab.xml (EX-101.LAB) — 37KB
• eurk-20250825_pre.xml (EX-101.PRE) — 25KB
• ea0254711-8k_eureka_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement The disclosures set forth under Item 2.03 are incorporated by reference.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant On August 25, 2025, Eureka Acquisition Corp, a Cayman Islands exempted company (the " Company ") issued an unsecured promissory note (the " Sponsor Note ") in the principal amount of up to $300,000 to Hercules Capital Management Corp, the sponsor of the Company (the " Sponsor "). The proceeds of the Sponsor Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes. The Sponsor Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company's business combination or (ii) the date of expiry of the term of the Company (the " Maturity Date "). The following shall constitute an event of default: (i) a failure to pay the principal within five business days of the Maturity Date; (ii) the commencement of a voluntary or involuntary bankruptcy action, (iii) the breach of the Company's obligations thereunder; (iv) any cross defaults; (v) an enforcement proceedings against the Company; and (vi) any unlawfulness and invalidity in connection with the performance of the obligations thereunder, in which case the Sponsor Note may be accelerated. The payee of the Sponsor Note, the Sponsor, has the right, but not the obligation, to convert the Sponsor Note, in whole or in part, respectively, into private units (the " Units ") of the Company, each consisting of one Class A ordinary share, par value $0.0001 per share (the " Class A Ordinary Share ") and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a business combination, as described in the prospectus of the Company (File No: 333-277780), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the business combination. The number of Units to be receiv

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information disclosed under Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The Units (and the underlying securities) issuable upon conversion of the Note, if any, (1) may not, subject to certain limited exceptions, be transferable or salable by the Sponsor until the completion of the Company's initial business combination and (2) are entitled to registration rights.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibit No. Description of Exhibits 10.1 Sponsor Promissory Note dated August 25, 2025, issued by the Company to Hercules Capital Management Corp. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

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: August 26, 2025 2

View Full Filing

View this 8-K filing on SEC EDGAR