S-K 1604, De-SPAC Transaction |
Jun. 12, 2026 |
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| De-SPAC Prospectus Summary, Board Determination, Factors Considered [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||
| De-SPAC, Material Terms, Prospectus Summary [Text Block] | The board of directors of Eureka has unanimously approved a business combination agreement, dated as of October 29, 2025, as amended by Amendment No. 1 thereto dated as of June 12, 2026 (as it may be further amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement” or “BCA”), by and among the SPAC, Marine Thinking Inc., | |||||||||||||||||||||||||||||||||||||||||||||
| De-SPAC, Background, Prospectus Summary [Text Block] | Amalgamation (as defined
below) becomes effective (the “Amalgamation Effective Time”), the SPAC shall complete the deregistration as a Cayman
Islands exempted company in accordance with section 206 of the Companies Act (Revised) of the Cayman Islands (the “Companies
Act”) and, immediately upon such deregistration, the domestication to Canada under the CBCA (the “SPAC Continuance”).
The SPAC, from and after the completion of the SPAC Continuance, is referred to herein as “Pubco.” Upon the completion
of the SPAC Continuance, the name of Pubco shall be changed from “Eureka Acquisition Corp”
to “Marine Thinking Holdings Inc.” or such other name as the parties to the BCA
may agree on; and (b) following the SPAC Continuance, and in accordance with the applicable provisions of the BCA and in accordance with
the CBCA, at the closing of the transactions contemplated by the BCA (the “Closing”), the Company and the Amalgamation
Sub shall amalgamate and continue as one company, being the Amalco (“Amalco”), under the terms and conditions prescribed
in the amalgamation agreement to be signed by the Company and Amalgamation Sub and in accordance with section 181 of the CBCA (the “Amalgamation”).
Following the Amalgamation Effective Time, the Amalco will become a direct wholly owned subsidiary of Pubco. The Continuance, the Amalgamation,
and the other transactions contemplated by the BCA are hereinafter referred to as the “Business Combination” or the
“Transactions.” Prior to the Amalgamation Effective Time, SPAC shall complete the SPAC Continuance. In connection with the SPAC Continuance, (i) each SPAC Unit issued and outstanding immediately prior to the Closing shall, from and after the SPAC Continuance, continue to represent one SPAC Class A Share and one SPAC Right, (ii) each SPAC Class A Share and each SPAC Class B Share that is issued and outstanding immediately prior to the SPAC Continuance shall continue to represent one SPAC Class A Share or SPAC Class B Share, respectively, and (iii) each SPAC Right that is outstanding immediately prior to the SPAC Continuance shall, from and after the SPAC Continuance, continue to represent the right to receive one-fifth (1/5) of one SPAC Class A Share (a “Pubco Right”). Pursuant to the terms of the Business Combination Agreement, at the Amalgamation Effective Time, by virtue of the Amalgamation and without any action on the part of any party or the holders of shares of the Company or the Amalgamation Sub: (a) Each common share of the Company (“Company Share”) issued and outstanding immediately prior to the Amalgamation Effective Time (other than the Dissent Shares as defined in the BCA) shall automatically be cancelled in exchange for a number of fully paid and non-assessable class A ordinary shares of Pubco (“Pubco Class A Shares”) equal to the Amalgamation Multiple (as defined below) and such Company Share shall no longer be outstanding and cease to exist by virtue of the Amalgamation. In consideration of the foregoing issuance of the Pubco Class A Shares, Amalco shall issue to Pubco one share of Amalco (“Amalco Share”) for each Pubco Class A Share so issued. Additionally, Pubco shall receive one Amalco Share in exchange for each share of the Amalgamation Sub held by it and the shares of the Amalgamation Sub will be cancelled; (b) Each Company Option (as defined below) issued and outstanding immediately prior to the Amalgamation Effective Time shall automatically be cancelled in exchange for a share option exercisable to receive Pubco Class A Shares (each, a “Rollover Option”) for each Company Option held, and shall no longer be outstanding and cease to exist by virtue of the Amalgamation. The Company shall assign, and Pubco shall assume, the Company Option Agreements, and any restriction on any Company Option shall continue in full force and effect under the Rollover Option and the terms and other provisions of such Company Option shall otherwise remain unchanged, except for terms rendered inoperative by reason of the Transactions (as defined below) or for such other immaterial administrative or ministerial changes as the Pubco Board (or the compensation committee of the Pubco Board) may determine in good faith are necessary to effectuate the administration of the Rollover Options. The number of the Pubco Class A Shares issuable upon exercise of each Rollover Option shall be determined by multiplying the number of Company Shares (as defined below) that were subject to such Company Option immediately prior to the consummation of the Amalgamation by the Amalgamation Multiple, and rounding the resulting number down to the nearest whole number of the Pubco Class A Shares; (c) Each share of the Amalgamation Sub shall automatically be cancelled in exchange for the right to receive one fully paid and non-assessable Amalco Share, following which shares of the Amalgamation Sub shall no longer be outstanding and cease to exist by virtue of the Amalgamation. At the Amalgamation Effective Time, without any action on the part of any party or the holders of shares of the SPAC: (a) Each SPAC Unit issued and outstanding immediately prior to the Closing shall (to the extent not already separated) be automatically severed and the holder thereof shall be deemed to hold one SPAC Class A Share and one SPAC Right (as defined below) in accordance with the terms of the applicable SPAC Unit; (b) Each SPAC Right issued and outstanding immediately prior to the Closing shall be automatically converted into one-fifth of a SPAC Class A Share; and (c) Immediately following the separation of each SPAC Unit in accordance with paragraph (i) above and the conversion of the SPAC Rights in accordance with paragraph (ii) above, (A) each SPAC Class A Share, other than the SPAC Class A Shares to be redeemed pursuant to the SPAC Share Redemption (as defined in the BCA), shall continue to be issued and outstanding as Pubco Class A Share, (B) each SPAC Class A Share to be redeemed pursuant to the SPAC Share Redemption shall automatically be cancelled in exchange for the right to be redeemed pursuant to the SPAC Share Redemption, and shall no longer be outstanding and cease to exist, (C) each SPAC Class B Share issued and outstanding immediately prior to the Closing shall automatically be cancelled in exchange for the right to receive one Pubco Class A Share, and shall no longer be outstanding and cease to exist, and (D) each SPAC Share held in the treasury of the SPAC immediately prior to the Closing shall no longer be outstanding and be cancelled and cease to exist and no consideration shall be delivered or deliverable in exchange therefor. |
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| De-SPAC Forepart, Board Determination [Text Block] | (b) Each Company Option (as defined below) issued and outstanding immediately prior to the Amalgamation Effective Time shall automatically be cancelled in exchange for a share option exercisable to receive Pubco Class A Shares (each, a “Rollover Option”) for each Company Option held, and shall no longer be outstanding and cease to exist by virtue of the Amalgamation. The Company shall assign, and Pubco shall assume, the Company Option Agreements, and any restriction on any Company Option shall continue in full force and effect under the Rollover Option and the terms and other provisions of such Company Option shall otherwise remain unchanged, except for terms rendered inoperative by reason of the Transactions (as defined below) or for such other immaterial administrative or ministerial changes as the Pubco Board (or the compensation committee of the Pubco Board) may determine in good faith are necessary to effectuate the administration of the Rollover Options. The number of the Pubco Class A Shares issuable upon exercise of each Rollover Option shall be determined by multiplying the number of Company Shares (as defined below) that were subject to such Company Option immediately prior to the consummation of the Amalgamation by the Amalgamation Multiple, and rounding the resulting number down to the nearest whole number of the Pubco Class A Shares; |
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| De-SPAC, Compensation, Prospectus Summary [Table Text Block] | Set forth below is a summary of the terms and amount of the compensation received or to be received by the SPAC’s sponsor, Hercules Capital Management Corp (the “Sponsor”) and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by the SPAC to the Sponsor and its affiliates and the price paid or to be paid for such securities or any related financing transaction.
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