Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. Nasdaq Public Float Requirement On August 27, 2026, Eureka Acquisition Corp, a Cayman Islands exempted company (the “Company”) received written notice (the “Public Float Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it…
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 3.01Item 3.01 - Notice of Delisting
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
Nasdaq Public Float Requirement
On August 27, 2026, Eureka
Acquisition Corp, a Cayman Islands exempted company (the “Company”) received written notice (the “Public Float
Notice”) from the Listing Qualifications Staff of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company
that it no longer met the minimum 500,000 publicly held shares required to maintain continued listing as set forth in Nasdaq’s Listing
Rule 5550(a)(4) (the “Public Float Rule”). The Public Float Notice is only a notification of deficiency, not of imminent
delisting, and has no current effect on the listing or trading of the Company’s securities.
Under
applicable Nasdaq rules, the Company will have 45 calendar days, or until October 12, 2026 to provide Nasdaq a plan to regain compliance
with the continued listing requirements, and then, if the plan is accepted, the Company may be granted
an extension period to regain compliance with the Public Float Rule. If the plan is not accepted, under Nasdaq Listing Rule 5815(a), the
Company may appeal the decision to a Hearings Panel. There can be no assurance that any such appeal would be successful.
Nasdaq Market Value of Listed Securities
Requirement
On the same day, the Company
received written notice (the “MVLS Notice”) from the Listing Qualifications Department of Nasdaq that, for the previous
30 consecutive business days, the market value of listed securities (“MVLS”) for the Company was below the $35 million
minimum MVLS requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”).
The MVLS Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of
the Company’s securities.
In accordance with Nasdaq
Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until February 23, 2027 (the “Compliance Period”),
to regain compliance with the MVLS Rule. To regain compliance with the MVLS Rule, the MVLS for the Company must be at least $35 million
for a minimum of 10 consecutive business days at any time during this Compliance Period. If the Company regains compliance with the MVLS
Rule, Nasdaq will provide the Company with written confirmation and will close the matter.
If the Company does not regain
compliance with the MVLS Rule during the Compliance Period, Nasdaq will provide written notification that its securities will be subject
to delisting. In the event of such notification, the Nasdaq rules permit the Company an opportunity to appeal to Nasdaq’s determination.
The Company is monitoring
its MVLS and evaluating options to regain compliance with the MVLS Rule. However, there can be no assurance that the Company will be able
to regain or maintain compliance with the MVLS Rule.