UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On June 30, 2025, Eureka Acquisition Corp, a Cayman Islands exempted company (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 Trust Amendment was entered in connection with the Company’s extraordinary general meeting in lieu of an annual meeting of shareholders held on June 30, 2025 (the “Extraordinary General Meeting”), where the shareholders of the Company approved, among the others, the proposal to amend its Second Amended and Restated Memorandum and Articles of Association to provide that the Company has until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to 12 times, each by an additional one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026.
The Trust Amendment provides that, among the others, for each Monthly Extension, the amount of $150,000 (the “Monthly Extension Fee”) shall be deposited into the trust account of the Company, and, in the event that the Monthly Extension Fee is not being deposited into the trust account by the 3rd day of each month since July 3, 2025, the Company has a period of thirty (30) days (the “Cure Period”) to pay any applicable past due payment for the Monthly Extension Fee. If the Company fails to make any applicable past due payment during the Cure Period, then the Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same effect as if the Company failed to complete a business combination within the prescribed timeline. A copy of the Trust Amendment is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference.
On or about July 2, 2025, an aggregate of $150,000 of the Monthly Extension Fee was deposited into the trust account of the Company for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial business combination by one month from July 3, 2025 to August 3, 2025 (the “Extension”). The payment of the Monthly Extension Fee was made by the Company from its working capital.
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Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibits | |
| 10.1 | Amendment to the Investment Management Trust Agreement dated June 30, 2025, between the Company and Continental Stock Transfer & Trust Company. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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 3, 2025 | ||
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