Eureka Acquisition (EURK) risk factors, FY2024 10-K

Other

1. 01Initial Public Offering and Private Placement
2. 02The proceeds of $57,500,000 ($10.00 per Public Unit) in the aggregate from the IPO and the Private Placement and sale of the Option Units, were placed in the Trust Account with Continental Stock Transfer & Trust Company acting as trustee
3. 03Results of Operations and Known Trends or Future Events
4. 04As of September 30,2024, we had $670,352 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes
5. 05Off-Balance Sheet Financing Arrangements
6. 06As of September 30, 2024, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities
7. 07In preparing these financial statements in conformity with US GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting period
8. 08Recent Accounting Pronouncements
9. 09Item 7A. Quantitative and Qualitative Disclosures About Market Risk
10. 10Item 9A. Controls and Procedures
11. 11Evaluation of Disclosure Controls and Procedures
12. 12Management’s Annual Report on Internal Control over Financial Reporting
13. 13(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements
14. 14Changes in Internal Control Over Financial Reporting
15. 15Officers, Directors and Director Nominees
16. 16Kevin McKenzie 51 Independent Director
17. 17Number and Terms of Office of Officers and Directors
18. 18Committees of the Board of Directors
19. 19Section 16(a) Beneficial Ownership Reporting Compliance
20. 20Item 11. Executive Compensation
21. 21of Certain Beneficial Owners and Management and Related Shareholder Matters
22. 22Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially owned by them
23. 23(2) Fen Zhang is the sole member and sole director of the Sponsor. The person having voting, dispositive or investment powers over the Sponsor is Fen Zhang, thus Fen Zhang is deemed to have beneficial ownership of the shares held by the Sponsor
24. 24(6) According to a Schedule 13G filed on November 12, 2024 jointly by Kerry Propper and Antonio Ruiz-Gimenez, whose principal business address is 1 Pennsylvania Plaza, 48th Floor, New York, New York 10119
25. 25Promissory Note — Related Party
26. 26Administrative Services Agreement
27. 27We have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions discussed above were not reviewed, approved or ratified in accordance with any such policy
28. 28These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer
29. 29During the period from June 13, 2023 (inception) through September 30, 2024, the firm of Marcum Asia CPAs LLP (“Marcum Asia”), has acted as our principal independent registered public accounting firm. The following is a summary of fees paid or to be paid to Marcum Asia for services rendered
30. 30Item 15. Exhibits, Financial Statement Schedules
31. 31Exhibit Number Description
32. 324.5 Description of Securities
33. 33104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
34. 34(Principal Executive Officer)
35. 35Opinion on the Financial Statements
36. 36Explanatory Paragraph – Going Concern
37. 37Commitments and Contingencies (Note 6)
38. 38Preference shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding
39. 39Total Liabilities, Shares Subject to Redemption, and Shareholders’ Equity $ 58,843,984 $ 284,102
40. 40Loss from operations (354,066 ) (5,325 )
41. 41Net income (loss) $ 255,721 $ (5,325 )
42. 42Interest earned on marketable securities held in Trust Account (609,787 )
43. 43Net Cash Used in Operating Activities (282,509 ) (4,269 )
44. 44Net Cash Used in Investing Activities (57,500,000 )
45. 45Cash, End of Year $ 670,352 $
46. 46Note 1 — Organization, Business Operation and Going Concern Consideration
47. 47The Company’s founder and sponsor is Hercules Capital Management Corp, a British Virgin Islands company (the “Sponsor”). The Company’s ability to commence operations is contingent upon obtaining adequate financial resources through the IPO (see Note 3) and a private placement to the initial shareholder (see Note 4)
48. 48The Company will provide the holders of public shares with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer
49. 49Going Concern Consideration
50. 50Emerging Growth Company Status
51. 51Cash and Cash Equivalents
52. 52Concentration of Credit Risk
53. 53Investment Held in Trust Account
54. 54Offering Costs associated with Initial Public Offering
55. 55Class A ordinary shares subject to possible redemption
56. 56Allocation of offering costs related to redeemable shares (1,554,984 )
57. 57Net Income (Loss) Per Ordinary Share
58. 58Basic and diluted net income (loss) per ordinary share
59. 59The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature
60. 60Note 3 — Initial Public Offering
61. 61Note 4 — Private Placement
62. 62Administrative Support Services
63. 63The Company had granted the underwriter a 45-day option from the date of IPO to purchase up to an additional 750,000 Option Units to cover over-allotments, if any. On July 8, 2024, the underwriters exercised the Over-Allotment Option in full
64. 64Note 7 — Shareholders’ Equity
65. 65Note 8 — Fair Value Measurements
66. 66Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis
67. 67Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability
68. 68Note 9 — Subsequent Events