Entry into a Material Definitive Agreement · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Submission of Matters to a Vote of Security Holders · Other Events
Item 1.01 Entry into a Material Definitive Agreement. On June 30, 2026, Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”) entered into an amendment to the trust agreement dated July 2, 2024, as amended (the “Trust Amendment”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee.…
Eureka Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.
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Item 1.01Item 1.01 - Entry into Material Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On June 30, 2026, Eureka Acquisition
Corp, a Cayman Islands exempted company (the “Company”) entered into an amendment to the trust agreement dated July 2, 2024,
as amended (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 29, 2026
(the “Extraordinary General Meeting”) to approve, among the others, the Charter Amendment Proposal (as defined below).
The Trust Amendment provides
that, among the others, for each Monthly Extension (as defined below), the amount of $ 8,253.03 (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, 2026, 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.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On June 29, 2026, the Company
held the Extraordinary General Meeting. At the Extraordinary General Meeting, the shareholders of the Company approved the proposal
(the “Charter Amendment Proposal”) to amend the Company’s Third Amended and Restated Memorandum and Articles of Association
(the “Charter”), which provided 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, for a total of up
to 12 months to July 3, 2026, be deleted in their entirety and the substitution in their place of the Fourth Amended and Restated Memorandum
and Articles of Association (the “Amended Charter”) to provide that that the Company has until July 3, 2026 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 Extensions”), for a total of up to 12 months to July 3, 2027.
A copy of the Amended Charter
is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. The disclosures set forth in this
Item 5.03 are intended to be summaries only and are qualified in their entirety by reference to the Amended Charter.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On
June 5, 2026, the record date of the Shareholder Meeting, there were 3,388,233 Class A ordinary shares, par value $0.0001 per share (the
“Class A Ordinary Shares”), and 1,437,500 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary
Shares”), issued and outstanding, respectively, voting as a single class, approximately 77.7% of which were represented in person
or by proxy at the Extraordinary General Meeting.
The
final results for the matter submitted to a vote of the Company’s shareholders at the Extraordinary General Meeting are as follows:
1. The Charter Amendment Proposal
The
shareholders approved the proposal to amend the Company’s Charter to provide that the Company has until July 3, 2026 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, for a total of up to 12 months to July 3, 2027. The voting results were as follows:
FOR AGAINST ABSTAIN
───────────────────────────────────────
3,135,502 611,629 0
2. The Auditor Appointment Proposal
The shareholders approved
the proposal to approve the engagement of Marcum Asia CPAs LLP to serve as the Company’s independent registered public accounting
firm for the year ending September 30, 2026. The voting results were as follows:
FOR AGAINST ABSTAIN
───────────────────────────────────────
3,195,270 551,861 0
Item 8.01. Other Events.
In connection with the votes
to approve the Charter Amendment Proposal, 2,655,132 Class A Ordinary Shares of the Company were rendered for redemption. As a result,
the Company has 733,101 Class A Ordinary Shares and 1,437,500 Class B Ordinary Share issued and outstanding, respectively.
Item 8.01Item 8.01 - Other Events
Item 8.01. Other Events.
In connection with the votes
to approve the Charter Amendment Proposal, 2,655,132 Class A Ordinary Shares of the Company were rendered for redemption. As a result,
the Company has 733,101 Class A Ordinary Shares and 1,437,500 Class B Ordinary Share issued and outstanding, respectively.