Eureka Acquisition (EURK) risk factors, FY2025 10-K

Eureka Acquisition's FY2025 10-K, filed Dec 15, 2025, lists 79 risk factors. Against the prior year's 68: 18 new, 7 dropped, 37 substantially reworded.

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Risk factors listed
790 groups
New this year
18vs 68 last year
Dropped
7since the prior 10-K
Substantially reworded
37of those kept
Section length
27k wordsItem 1A

What the changes say

  • Eureka Acquisition Corp agreed to a business combination with autonomous ship provider Marine Thinking Inc on October 29, 2025.
  • The company amended its charter to allow monthly extensions up to July 3, 2026, supported by $900,000 in extension fees.
  • Management changed, appointing Cameron Richard Johnson as independent director and audit committee chair on March 20, 2025.

What changed since the prior 10-K

New

  • New

    Our management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capital

    Management has broad discretion over IPO proceeds held outside the Trust Account, and director Dr. M. Anthony Wong was replaced by Cameron Richard Johnson.

  • New

    Proposed Business Combination with Marine Thinking

    Eureka entered into a business combination agreement with autonomous ship solution provider Marine Thinking Inc and will domesticate from the Cayman Islands to Canada.

  • New

    On June 30, 2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”)

    Shareholders approved extending the business combination deadline up to 12 times by one month each, moving the final deadline to July 3, 2026.

  • New

    In connection with the Extraordinary General Meeting, the Company entered into an amendment to the trust agreement dated July 2, 2024 (the “Trust Amendment”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”)

    A trust amendment requires a $150,000 monthly extension fee; failure to pay after a thirty-day cure period triggers company liquidation.

  • New

    Extensions and Extension Notes

    The Sponsor and company funded $900,000 in extension fees, resulting in $750,000 of unsecured promissory notes convertible into private units.

  • New

    Critical Accounting Estimates

    Management exercises significant judgment in accounting estimates, though no critical accounting estimates were identified for the period.

  • New

    10.9 Voting Agreement, dated as of October 29, 2025 by and among certain shareholders of Marine Thinking Inc., Eureka Acquisition Corp and Marine Thinking Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025)

    The company entered into voting, registration rights, and lock-up agreements involving Marine Thinking and Hercules Capital Management Corp.

  • New

    10.12 Option Purchase Agreement, by and between Hercules Capital Management Corp and Marine Thinking Inc. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025)

    The company executed option purchase, option assignment, and finder's agreements with Hercules Capital Management and Alpha Innovators Limited.

  • New

    10.15 Extension Promissory Note dated November 4, 2025, issued by the Company to Hercules Capital Management Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2025)

    The company issued extension promissory notes to Hercules Capital Management Corp in November and December 2025.

  • New

    32.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

    The filing includes required executive and financial officer certifications under Sarbanes-Oxley and XBRL taxonomy extension documents.

  • New

    Registration Rights Agreement

    At closing, Eureka, the Sponsor, and target shareholders will enter into a registration rights agreement and lock-up agreements restricting share transfers.

  • New

    Option Purchase Agreement

    The Sponsor sold an option to Marine Thinking to purchase 583,333 SPAC shares for $1,750,000 with an aggregate exercise price of $1.00.

  • New

    Principles of consolidation

  • New

    Remeasurement of carrying value to redemption value — 2,230,500

  • New

    Allocation of net income (loss) 2,201,756 (831,003 ) 779,616 (523,895 )

  • New

    Note 9 — Segment Information

  • New

    Interest earned on investments held in Trust Account $ 2,230,500 $ 609,787

  • New

    On October 29, 2025, the Company entered into the BCA with Marine Thinking, an autonomous ship and fleet solution providing company incorporated under the CBCA and Amalgamation Sub

Dropped

  • Dropped

    The 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

  • Dropped

    In 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

    Proceeds of $57,500,000 from IPO, private placement, and option units were placed in the Trust Account.

  • Dropped

    (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

  • Dropped

    Total Liabilities, Shares Subject to Redemption, and Shareholders’ Equity $ 58,843,984 $ 284,102

  • Dropped

    The 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

  • Dropped

    Level 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

  • Dropped

    Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability

    Management accounting estimates and assumptions under US GAAP regarding assets, liabilities, and expenses.

Reworded

  • 100% rewritten

    Note 8 — Fair Value Measurements

    Updated fair value measurement disclosures to note that no applicable assets were held as of September 30, 2025.

  • 95% rewritten

    4.5 Description of Securities

    Replaced initial unit subscription and trust agreements with new exhibits including the March 2025 share purchase option and June 2025 trust amendment.

  • 95% rewritten

    (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

    Updated beneficial ownership schedules to reflect new filings by Wolverine Asset Management, Karpus Management, W.R. Berkley, and Mizuho Financial Group.

  • 89% rewritten

    Basic and diluted net income (loss) per ordinary share

    Updated net income and loss per share numerators and denominators to include figures for the fiscal year ended September 30, 2025.

  • 81% rewritten

    Recent Accounting Pronouncements

    Replaced the accounting pronouncement for ASU 2020-06 with the adoption of ASU 2023-07 for reportable segment disclosures.

  • 80% rewritten

    Net Cash Used in Operating Activities (668,921 ) (282,509 )

    Added cash flows from investing activities detailing $450,000 deposited in trust and $29,451,965 withdrawn for shareholder redemptions.

    Was: Net Cash Used in Operating Activities (282,509 ) (4,269 )

  • 78% rewritten

    Allocation of offering costs related to redeemable shares — (1,554,984 )

    Updated redeemable shares allocation and accretion figures for the fiscal year ended September 30, 2025.

  • 74% rewritten

    Preference shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding

    Updated share capital, accumulated deficit, and total shareholders' deficit figures to reflect financial results as of September 30, 2025.

  • 74% rewritten

    Interest earned on marketable securities held in Trust Account (2,230,500 ) (609,787 )

    Was: Interest earned on marketable securities held in Trust Account (609,787 )

  • 71% rewritten

    The 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

  • 71% rewritten

    Officers, Directors and Director Nominees

  • 69% rewritten

    Commitments and Contingencies (Note 6)

  • 69% rewritten

    Cash, End of Year $ 51,431 $ 670,352

    Was: Cash, End of Year $ 670,352 $

  • 67% rewritten

    Cash and Cash Equivalents

  • 67% rewritten

    Administrative Support Services

  • 62% rewritten

    Loss from operations (859,747 ) (354,066 )

    Was: Loss from operations (354,066 ) (5,325 )

  • 62% rewritten

    Opinion on the Financial Statements

  • 58% rewritten

    Going Concern Consideration

  • 57% rewritten

    (Principal Executive Officer)

  • 56% rewritten

    Unless 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

  • 54% rewritten

    As of September 30, 2025, we had $51,431 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes

    Was: As 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

  • 52% rewritten

    Investment Held in Trust Account

  • 52% rewritten

    Note 10 — Subsequent Events

    Was: Note 9 — Subsequent Events

  • 52% rewritten

    Promissory Note — Related Party

  • 51% rewritten

    Net Cash Used in Investing Activities 29,001,965 (57,500,000 )

    Was: Net Cash Used in Investing Activities (57,500,000 )

  • 51% rewritten

    Explanatory Paragraph – Going Concern

  • 43% rewritten

    Exhibit Number Description

  • 39% rewritten

    Item 15. Exhibits, Financial Statement Schedules

  • 36% rewritten

    During the year ended September 30, 2025, 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

    Was: During 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% rewritten

    Concentration of Credit Risk

  • 30% rewritten

    Net Income (Loss) Per Ordinary Share

  • 29% rewritten

    The 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

  • 29% rewritten

    Results of Operations and Known Trends or Future Events

  • 23% rewritten

    Initial Public Offering and Private Placement

  • 23% rewritten

    Administrative Services Agreement

  • 22% rewritten

    Note 4 — Private Placement

  • 20% rewritten

    Kevin McKenzie 52 Independent Director

    Was: Kevin McKenzie 51 Independent Director

All 79 risk factors

Headings as the filing states them, in filing order.

Other

  1. 01Initial Public Offering and Private Placement23% rewritten
  2. 02Our management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination and working capitalNew
  3. 03Proposed Business Combination with Marine ThinkingNew
  4. 04On June 30, 2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”)New
  5. 05In connection with the Extraordinary General Meeting, the Company entered into an amendment to the trust agreement dated July 2, 2024 (the “Trust Amendment”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”)New
  6. 06Extensions and Extension NotesNew
  7. 07Results of Operations and Known Trends or Future Events29% rewritten
  8. 08As of September 30, 2025, we had $51,431 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital purposes54% rewritten
  9. 09Off-Balance Sheet Financing Arrangements
  10. 10As of September 30, 2025, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities
  11. 11Critical Accounting EstimatesNew
  12. 12Recent Accounting Pronouncements81% rewritten
  13. 13Item 7A. Quantitative and Qualitative Disclosures About Market Risk
  14. 14Item 9A. Controls and Procedures
  15. 15Evaluation of Disclosure Controls and Procedures
  16. 16Management’s Annual Report on Internal Control over Financial Reporting
  17. 17(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
  18. 18Changes in Internal Control Over Financial Reporting
  19. 19Officers, Directors and Director Nominees71% rewritten
  20. 20Kevin McKenzie 52 Independent Director20% rewritten
  21. 21Number and Terms of Office of Officers and Directors
  22. 22Committees of the Board of Directors
  23. 23Section 16(a) Beneficial Ownership Reporting Compliance
  24. 24Item 11. Executive Compensation
  25. 25of Certain Beneficial Owners and Management and Related Shareholder Matters
  26. 26Unless 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 them56% rewritten
  27. 27(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 Sponsor95% rewritten
  28. 28Promissory Note — Related Party52% rewritten
  29. 29Administrative Services Agreement23% rewritten
  30. 30We 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
  31. 31These 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
  32. 32During the year ended September 30, 2025, 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 rendered36% rewritten
  33. 33Item 15. Exhibits, Financial Statement Schedules39% rewritten
  34. 34Exhibit Number Description43% rewritten
  35. 354.5 Description of Securities95% rewritten
  36. 3610.9 Voting Agreement, dated as of October 29, 2025 by and among certain shareholders of Marine Thinking Inc., Eureka Acquisition Corp and Marine Thinking Inc. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025)New
  37. 3710.12 Option Purchase Agreement, by and between Hercules Capital Management Corp and Marine Thinking Inc. (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025)New
  38. 3810.15 Extension Promissory Note dated November 4, 2025, issued by the Company to Hercules Capital Management Corp. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2025)New
  39. 3932.2** Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002New
  40. 40104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
  41. 41(Principal Executive Officer)57% rewritten
  42. 42Opinion on the Financial Statements62% rewritten
  43. 43Explanatory Paragraph – Going Concern51% rewritten
  44. 44Commitments and Contingencies (Note 6)69% rewritten
  45. 45Preference shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding74% rewritten
  46. 46Loss from operations (859,747 ) (354,066 )62% rewritten
  47. 47Net income (loss) $ 1,370,753 $ 255,721
  48. 48Interest earned on marketable securities held in Trust Account (2,230,500 ) (609,787 )74% rewritten
  49. 49Net Cash Used in Operating Activities (668,921 ) (282,509 )80% rewritten
  50. 50Net Cash Used in Investing Activities 29,001,965 (57,500,000 )51% rewritten
  51. 51Cash, End of Year $ 51,431 $ 670,35269% rewritten
  52. 52Note 1 — Organization, Business Operation and Going Concern Consideration
  53. 53The 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)
  54. 54The 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 offer71% rewritten
  55. 55Registration Rights AgreementNew
  56. 56Option Purchase AgreementNew
  57. 57Going Concern Consideration58% rewritten
  58. 58Principles of consolidationNew
  59. 59Emerging Growth Company Status
  60. 60Cash and Cash Equivalents67% rewritten
  61. 61Concentration of Credit Risk30% rewritten
  62. 62Investment Held in Trust Account52% rewritten
  63. 63Offering Costs associated with Initial Public Offering
  64. 64Class A ordinary shares subject to possible redemption
  65. 65Allocation of offering costs related to redeemable shares — (1,554,984 )78% rewritten
  66. 66Remeasurement of carrying value to redemption value — 2,230,500New
  67. 67Net Income (Loss) Per Ordinary Share30% rewritten
  68. 68Basic and diluted net income (loss) per ordinary share89% rewritten
  69. 69Allocation of net income (loss) 2,201,756 (831,003 ) 779,616 (523,895 )New
  70. 70The 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 nature29% rewritten
  71. 71Note 3 — Initial Public Offering
  72. 72Note 4 — Private Placement22% rewritten
  73. 73Administrative Support Services67% rewritten
  74. 74Note 7 — Shareholders’ Equity
  75. 75Note 8 — Fair Value Measurements100% rewritten
  76. 76Note 9 — Segment InformationNew
  77. 77Interest earned on investments held in Trust Account $ 2,230,500 $ 609,787New
  78. 78Note 10 — Subsequent Events52% rewritten
  79. 79On October 29, 2025, the Company entered into the BCA with Marine Thinking, an autonomous ship and fleet solution providing company incorporated under the CBCA and Amalgamation SubNew

Other Eureka Acquisition 10-Ks

  • FY2024 10-K risk factors
    68 risks

    Eureka Acquisition Corp completed its 5,000,000 unit IPO on July 3, 2024, raising $50,000,000 gross proceeds. The company holds $57,500,000 in a trust account and has no active operations or revenues yet.

    Filed Dec 26, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.