Filed 2025-12-15 · Period ending 2025-09-30 · 39,116 words · SEC EDGAR
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# Eureka Acquisition Corp (EURK) — 10-K **Filed:** 2025-12-15 **Period ending:** 2025-09-30 **Accession:** 0001213900-25-121398 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/2000410/000121390025121398/) **Origin leaf:** 83b15853758da02cf67317b5718a9bad96365e80257e2167e51ffe24b2b8935f **Words:** 39,116 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM10-K** **ANNUAL REPORT UNDER SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934** **For the fiscal year ended September 30, 2025** **TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934** **For the transition period from to ** **Commission File Number 001-42152** | EUREKA ACQUISITION CORP | | | (Exact name of registrant as specified in its charter) | | | Cayman Islands | | N/A | | | (State or other jurisdiction of incorporation or organization) | | (IRS Employer Identification No.) | | **Suite 1608, 16th Floor** **Fortress Tower, 250 Kings Road** **North Point, Hong Kong** (Address of principal executive offices and zip code) **(+1) 949 899 1827** (Registrants telephone number, including area code) Securities registered pursuant to Section12(b)of the Act: | Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered | | | Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-fifth of one Class A ordinary share | | EURKU | | The Nasdaq Stock Market LLC | | | Class A ordinary shares, par value $0.0001 per share | | EURK | | The Nasdaq Stock Market LLC | | | Rights, each whole right to acquire one-fifth of one Class A ordinary share | | EURKR | | The Nasdaq Stock Market LLC | | Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule12b-2 of the Exchange Act: | | Large accelerated filer | | Accelerated filer | | | | | Non-accelerated filer | | Smaller reporting company | | | | | | | Emerging growth company | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No At March 31, 2025, the last business day of the registrants most recently completed second fiscal quarter, the Class A ordinary shares of the registrant had not been trading on Nasdaq. As of December 12, 2025, there were 4,825,733 ordinary shares issued and outstanding, including 3,388,233 Class A ordinary shares and 1,437,500 Class B ordinary shares, respectively. **EUREKA ACQUISITION CORP** **** **TABLE OF CONTENTS** | PART I | | | 1 | | | Item 1. | Business | | 1 | | | Item 1A. | Risk Factors | | 8 | | | Item 1B. | Unresolved Staff Comments | | 8 | | | Item 1C | Cybersecurity | | 8 | | | Item 2. | Properties | | 8 | | | Item 3. | Legal Proceedings | | 8 | | | Item 4. | Mine Safety Disclosures | | 8 | | | PART II | | | 9 | | | Item 5. | Market for Registrants Common Equity, Related Shareholders Matters and Issuer Purchases of Equity Securities | | 9 | | | Item 6. | Reserved | | 10 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations | | 10 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk | | 15 | | | Item 8. | Financial Statements and Supplementary Data | | 15 | | | Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure | | 15 | | | Item 9A. | Controls and Procedures | | 15 | | | Item 9B. | Other Information | | 16 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | | 16 | | | PART III | | | 17 | | | Item 10. | Directors, Executive Officers and Corporate Governance | | 17 | | | Item 11. | Executive Compensation | | 23 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters | | 24 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | | 25 | | | Item 14. | Principal Accounting Fees and Services | | 27 | | | PART IV | | | 28 | | | Item 15. | Exhibits, Financial Statement Schedules | | 28 | | | Item 16. | Form 10-K Summary | | 30 | | i **CERTAIN TERMS** References to the Company, our Company, EURK, our, us or we refer to Eureka Acquisition Corp, a blank check company incorporated on June 13, 2023 as a Cayman Islands exempted corporation and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this Annual Report on Form 10-K as our initial business combination. References to the Sponsor refer to Hercules Capital Management Corp. References to equity-linked securities are to any securities of the Company which are convertible into, or exchangeable or exercisable for, equity securities of the Company, including any securities issued by the Company which are pledged to secure any obligation of any holder to purchase equity securities of the Company. References to the SEC are to the U.S. Securities and Exchange Commission. References to our initial public offering refer to our initial public offering, which closed on July 3, 2024. References to public shares are to shares of our Class A ordinary shares sold as part of the units in our initial public offering. References to public shareholders are to the holders of our public shares. **SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS** Certain statements in this Annual Report on Form 10-K (this Report or Annual Report) may constitute forward looking statements for purposes of the federal securities laws. Our forward looking statements include, but are not limited to, statements regarding our or our management teams expectations, hopes, beliefs, intentions or strategies regarding the future and the statements under Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, business strategy and the plans and objectives of management for future operations. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward looking statements. The words anticipate, believe, continue, could, estimate, expect, intend, may, might,, plan, possible, potential, predict, project, should, would and similar expressions may identify forward looking statements, but the absence of these words does not mean that a statement is not forward looking. Forward looking statements in this Annual Report on Form 10-K may include, for example, statements about: | | | our ability to select an appropriate target business or businesses; | | | | | | | | | | our ability to complete our initial business combination; | | | | | | | | | | our expectations around the performance of the prospective target business or businesses; | | | | | | | | | | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; | | | | | | | | | | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination; | | | | | | | | | | our potential ability to obtain additional financing to complete our initial business combination; | | | | | | | | | | our pool of prospective target businesses; | | | | | | | | | | the ability of our officers and directors to generate a number of potential acquisition opportunities; | | | | | | | | | | our public securities potential liquidity and trading; | | | | | | | | | | the lack of a market for our securities; | | | | | | | | | | the use of proceeds not held in the trust account described below or available to us from interest income on the trust account balance; | | | | | | | | | | the trust account not being subject to claims of third parties; | | | | | | | | | | our financial performance; or | | | | | | | | | the other risk and uncertainties discussed in Item 1A. Risk Factors, elsewhere in this Annual Report on Form 10-K and in our other filings with the SEC. | | The forward looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward looking statements. These risks and uncertainties include, but are not limited to, those factors described under Part I, Item 1A. Risk Factors. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward looking statements. We undertake no obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. ii **** **PART I** **** **Item 1. Business Overview.** We are a blank check exempted company incorporated in the Cayman Islands on June13, 2023, for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus on Asia. We intend to utilize cash derived from the proceeds of our initial public offering (the IPO), our securities, debt or a combination of cash, securities and debt, in effecting a business combination. **Initial Public Offering and Private Placement** On July 3, 2024, we consummated our IPO of 5,000,000 units (Units). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (the Class A Ordinary Share), and one right (the Rights) to receive one-fifth of one Class A Ordinary Share upon the completion of the initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $50,000,000. On July 3, 2024, substantially concurrently with the closing of the IPO, we completed the private sale (the Private Placement) of 216,750 units (the Initial Private Units) to our sponsor, Hercules Capital Management Corp (the Sponsor), at a purchase price of $10.00 per Initial Private Unit, generating gross proceeds to us of $2,167,500. In connection with the offering of the Units and the sale of Initial Private Units, the proceeds of $50,000,000 from the proceeds of the offering of the Units and the sale of Initial Private Units were placed in the Trust Account (as defined below). On July 3, 2024, Maxim Group LLC, the representative of the underwriters of the IPO (the Representative) notified us of its exercise of the over-allotment option in full to purchase additional 750,000 Units of the Company (the Over-Allotment Option). On July 8, 2024, additional 750,000 Units were sold to the Representative at an offering price of $10.00 per unit (the Option Units and together with the Units, collectively, the Public Units), generating gross proceeds of $7,500,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of additional 11,250 units (the Additional Private Units and together with the Initial Private Units, collectively, the Private Units) to the Sponsor at a purchase price of $10.00 per Additional Private Unit, generating gross proceeds of $112,500. In connection with the IPO and the sale of the Option Units, the Company issued a total of 230,000 Class A Ordinary Shares (the Representative Shares) to the Representative. The proceeds of $57,500,000 from the IPO, the sale of the Option Units and the sales of Private Units, were placed in a trust account (the Trust Account) established for the benefit of our public shareholders and the underwriters of the IPO with Continental Stock Transfer & Trust Company acting as trustee. 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. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. We presently have no revenue and have had losses since inception from incurring formation and operating costs. We have relied upon the sale of our securities and loans from the Sponsor and other parties to fund our operations. The Class A Ordinary Shares and Rights are trading on the Nasdaq Capital Market (Nasdaq) under the symbols EURK and EURKR, respectively. Public Units not separated will continue to trade on Nasdaq under the symbol EURKU. Holders of Public Units will need to have their brokers contact the Companys transfer agent, Continental Stock Transfer & Trust Company, in order to separate the holders Public Units into Class A Ordinary Shares and Rights. 1 **Proposed Business Combination with Marine Thinking** **** **Business Combination Agreement** On October 29, 2025, EURK entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the BCA), with Marine Thinking Inc. (Marine Thinking), a company incorporated under the Canada Business Corporations Act (CBCA) and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of EURK (the Amalgamation Sub, together with EURK and Marine Thinking, the Parties, and each, a Party). Marine Thinking is an autonomous ship and fleet solution providing company. The BCA contemplates that the business combination among EURK, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the time when the Amalgamation (as defined below) becomes effective (the Amalgamation Effective Time), EURK shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the domestication to Canada under the CBCA (the SPAC Continuance). Upon the completion of the SPAC Continuance, the name of EURK shall be changed from Eureka Acquisition Corp to Marine Thinking Holdings Inc. or such other name as the Parties may agree on; and (ii) 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), Marine Thinking 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 Marine Thinking and Amalgamation Sub and in accordance with section 181 of the CBCA (the Amalgamation). Following the Amalgamation Effective Time, Amalco will become a direct wholly owned subsidiary of EURK. The Continuance, the Amalgamation, and the other transactions contemplated by the BCA are hereinafter referred to as the Business Combination or the Transactions. The closing of the Business Combination shall take place electronically by remote exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than the fifth (5) Business Day, following the satisfaction (or, to the extent permitted by applicable law or waiver) of the conditions set forth in the BCA (the Closing Date) or at such other place, date and/or time as EURK and Marine Thinking may agree in writing. **Support Agreement** Concurrently with the execution of the BCA, the Sponsor, EURK and Marine Thinking have entered into a support agreement (the Support Agreement) pursuant to which, among other things, the Sponsor agreed to (i) vote, or cause to be voted or consented at any meeting of the shareholders of EURK, or in any action by written consent of the shareholders, all of its SPAC Shares (as defined in the BCA) which the Sponsor owns of record or has the power to vote as of the record date for such meeting (the Sponsor Shares), (a) in favor of the approval and adoption of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with Marine Thinking; and (ii) not to transfer any Sponsor Shares until the Expiration Time (as defined in the Support Agreement). **Voting Agreement** Concurrent with the execution and delivery of the BCA, Marine Thinking, EURK, the Amalgamation Sub and certain shareholders of Marine Thinking (the Requisite Shareholders), have entered into a voting agreement (the Voting Agreement), pursuant to which the Requisite Shareholders agreed to, among other things, (i) vote, or cause to be voted or consented at a meeting of the holders of the common shares in the capital of Marine Thinking (Target Shareholders), or in any action by written consent of the shareholders, all common shares of Marine Thinking which the Requisite Shareholders own of record or have the power to vote (including any successor shares of Company of which ownership of record or the power to vote is hereafter acquired by the Requisite Shareholders prior to the termination of the Voting Agreement) (the Subject Shares), (a) in favor of the approval and adoption of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with EURK; and (ii) not to transfer any Subject Shares until the Expiration Time (as defined in the Voting Agreement). **** 2 **** **Registration Rights Agreement** The BCA contemplates that, at the Closing, EURK, the Sponsor, each of the Target Shareholders and certain other parties named therein will enter into an amended and restated registration rights agreement (the Registration Rights Agreement), pursuant to which EURK will agree to register for resale, pursuant to applicable securities laws and regulations, with respect to the registrable securities held by the Holders (as defined in the Registration Rights Agreement). **** **Lock-UpAgreements** The BCA contemplates that at the Closing, each of the Sponsor and certain of the Target Shareholders will enter into a lock-up agreement (collectively, the Lock-up Agreements), pursuant to which (i) the Sponsor agrees on certain restrictions on transfer of SPAC Class B Shares (as defined in the BCA) held by the Sponsor immediately prior to the Closing; and (ii) certain of the Target Shareholders agree on certain restrictions on transfer of SPAC Shares (as defined in the BCA) held by them immediately after the Closing, including any shares issuable upon the exercise of any rights, options, warrants or other securities to purchase any SPAC Shares held by them immediately after the Closing, or any rights, options, warrants or other securities convertible into or exercisable or exchangeable for any SPAC Shares held by them immediately after the Closing. The lock-up period commences on the Amalgamation Effective Time and continues until the earlier of (i) three-hundred and sixty-five (365) days after the Closing, or (ii) the date on which EURK completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of EURKs shareholders having the right to exchange their SPAC Shares or other equity securities of EURK for cash, securities or other property. **Option Purchase Agreement** On July 6, 2025, the Sponsor and Marine Thinking entered into an option purchase agreement (as amended on September 2, 2025, the Option Purchase Agreement), pursuant to which the Sponsor agreed to sell to Marine Thinking, and Marine Thinking agreed to purchase from the Sponsor, an option to purchase 583,333 SPAC Shares held by the Sponsor (the Option Securities) for an aggregate purchase price of $1,750,000. The aggregate exercise price of the option itself is $1.00 for all of the Option Securities. The optionsare exercisable for the period commencing on the expiration or early release of applicable transfer restrictions on the Option Securities (as provided in the letter agreement dated July 2, 2024 entered into by and among EURK, the Sponsor and certain other parties in connection with the IPO) and ending on July 5, 2026.On September 23, 2025, Marine Thinking entered into an option assignment agreement (the Option Assignment Agreement) and assigned its rights, interests and obligations in whole under the Option Purchase Agreement to a company that is owned by the current shareholders of Marine Thinking in substantially similar proportions as their respective shareholdings in Marine Thinking. **Finders Agreement** On April 1, 2025, EURK entered into a finders agreement (the Finders Agreement) with Alpha Innovators Limited, a British Virgin Islands exempted company (the Finder), pursuant to which the Finder agreed to introduce potential targets to EURK. If EURK consummates a business combination with one or more targets introduced by the Finder during the term of the Finders Agreement and a period of twelve (12) months following the termination of the Finders Agreement, then EURK shall issue to the Finder or its designated affiliates, upon the completion of each business combination(s) and as complete and full compensation for the Finder under Finders Agreement, a number of SPAC Class A Shares equal to the quotient obtained by dividing 3% of the Company Valuation (as defined in the BCA) by the Redemption Price (as defined in the BCA). 3 **June 2025 Shareholder Meeting** On June 30, 2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the Extraordinary General Meeting). At the Extraordinary General Meeting, the shareholders of the Company approved the proposal (the Charter Amendment Proposal) to amend the Companys Second Amended and Restated Memorandum and Articles of Association, 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 two times, each by an additional three-month extension, for a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the Current Charter) 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 Company agreed that it would not withdraw any interest from the Trust Account for payment of dissolution expenses. In connection with the Extraordinary General Meeting,2,819,767Class A ordinary shares of the Company were rendered for redemption, and approximately $29million was released from the Trust Account to pay such redeeming shareholders. **** **Trust Amendment** 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). The Trust Amendment provides that, among other things, for each Monthly Extension, the amount of $150,000 (the Monthly Extension Fee) shall be deposited into the Trust Account, 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. **Extensions and Extension Notes** Pursuant to the Current Charter, the Company currently has until January 3, 2026 to complete its business combination, which may be extended up to July 3, 2026 if fully extended by Monthly Extensions. As of the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from its working capital and $750,000 was paid by the Sponsor. In connection with the Sponsors payment of the Monthly Extension Fee, the Company issued five unsecured promissory notes in the aggregate principal amount of $750,000 (the Extension Notes) to the Sponsor. The Extension Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the Companys business combination or (ii) the date of expiry of the term of the Company. The Sponsor, has the right, but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into private units (the Conversion Units) of the Company, each consisting of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a business combination. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. **Working Capital Loans** On August 25, 2025, the Company issued an unsecured promissory note (the Working Capital Note and, together with the Extension Notes, the Notes) in the principal amount of up to $300,000 to the Sponsor. The proceeds of the Working Capital Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes. 4 The Working Capital Note bears no interest and is payable in full upon the Maturity Date. The Sponsor, has the right, but not the obligation, to convert the Working Capital Note, in whole or in part, respectively, into Conversion Units upon the consummation of a business combination, as described in the prospectus of the Company (File No: 333-277780), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the business combination. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. **** **Permission Required from the PRC Authorities for a Business Combination and Relevant PRC Regulations** We are a blank check company incorporated in the Cayman Islands with no operations or subsidiaries in China. Currently our company does not own or control any equity interest in any PRC company or operate any business in China. The China Securities Regulatory Commission (the CSRC) has not issued any definitive rule or interpretation concerning whether listing of our securities are subject to the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the M&A Rules), and we believe that we are not required to obtain any licenses or approvals, under applicable PRC laws and regulations, for our listing on Nasdaq and seeking a target for our initial business combination. Further, according to the Measures for Cybersecurity Review, which was promulgated on December 28, 2021 and became effective on February 15, 2022, online platform operators holding more than one million users/users individual information shall be subject to cybersecurity review before listing abroad. As we are a blank check company and are not involved in the collection of personal data of at least 1 million users or implicate cybersecurity and Marie Thinking is a Canadian company, we do not believe that we are or the post-combination entity will be a network platform operator(s), or subject to the cybersecurity review of the Cyberspace Administration of China (the CAC). As of the date hereof, we have not received any inquiry, notice, warning, sanction or any regulatory objection to our listing from any relevant PRC authorities. Further, we do not consider ourselves a China-based issuer, in particular, as specified in the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies, or the Trial Measures, and five supporting guidelines promulgated by the CSRC on February 17, 2023, which became effective on March 31, 2023. According to the Trial Administration Measures, an issuer is a domestic [Chinese] company if the issuer meetsbothof the following conditions and thus, subject to the requirements for domestic [Chinese] companies seeking to offer or list securities overseas, both directly and indirectly, thereunder: (i) any of the total assets, net assets, revenues or profits of the domestic operating entities of the issuer in the most recent accounting year accounts for more than 50% of the corresponding figure in the issuers audited consolidated financial statements for the same period; and (ii) its major operational activities are carried out in China or its main places of business are located in China, or the senior managers in charge of operation and management of the issuer are mostly Chinese citizens or are domiciled in China. We are a blank check company incorporated in Cayman Islands with no operation of our own except searching for a non-China-based target for our initial Business Combination. Furthermore, we do not own or control any equity interest in any PRC company or operate any business in China, and during the fiscal year ended September 30, 2025, we do not have 50% or more of our total assets, net assets, revenues or profits located or generated in China. As of the date of this report, no transfers, dividends, or distributions have been made by us. We have not adopted or maintained any other cash management policies and procedures and need to comply with applicable law or regulations with respect to transfer of funds, dividends and distributions, if any.Given that we are not a China-based issuer and do not expect to be a China-based issuer upon the consummation of our initial Business Combination, we are not subject to nor will become subject to the foreign exchange control rules of the PRC. 5 However, applicable laws, regulations, or interpretations of PRC may change, and the relevant PRC government agencies could reach a different conclusion. There is also possibility that we may not be able to obtain or maintain such approval or that we inadvertently concluded that such approval was not required. If prior approval was required while we inadvertently concluded that such approval was not required or if applicable laws and regulations or the interpretation of such were modified to require us to obtain the approval in the future, we may face regulatory actions or other sanctions from relevant Chinese regulatory authorities. These authorities may take actions that could have a material adverse effect upon our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our securities. In addition, any changes in PRC law, regulations, or interpretations may severely affect our operations. Further, if we are required by the Trial Measures to file with the CSRC, we cannot assure you that we will be able to complete such filings in a timely manner, or even at all. The CSRC or other Chinese regulatory agencies may also take actions requiring us, or making it advisable for us, to be subject to other severe consequences, which would materially affect the interest of the investors. To that extent, we may not be able to conduct the process of searching for a potential target company. Any failure of us to fully comply with new regulatory requirements may significantly limit or completely hinder our ability to continue to list our securities on Nasdaq or offer the securities, causing significant disruption to our business operations, severely damage our reputation, materially and adversely affect our financial condition and results of operations and cause the securities to significantly decline in value or become worthless. Pursuant to the Holding Foreign Companies Accountable Act, or the HFCAA, the PCAOB issued a Determination Report on December16, 2021 which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in (1)mainland China of the PRC because of a position taken by one or more authorities in mainland China and (2)HongKong, a Special Administrative Region and dependency of the PRC, because of a position taken by one or more authorities in HongKong. In addition, the PCAOBs report identified the specific registered public accounting firms which are subject to these determinations. On December15, 2022, the PCAOB announced that PCAOB has secured complete access to inspect and investigate public accounting firms headquartered in mainland China and HongKong, and vacated previous determinations to the contrary. However, uncertainties exist with respect to the implementation of this framework and there is no assurance that the PCAOB will be able to execute, in a timely manner, its future inspections and investigations in a manner that satisfies the Protocol. Should PRC authorities obstruct or otherwise fail to facilitate the PCAOBs accessin any way and at any point in the futurethe Board of PCAOB will act immediately to consider the need to issue a new determination. Our auditor, Marcum Asia CPAs LLP, is a UnitedStates accounting firm based in NewYork City and is subject to regular inspection by the PCAOB. Marcum Asia CPAs LLP is not headquartered in mainland China or HongKong and was not identified in the Determination Report as a firm subject to the PCAOBs determinations. As a special purpose acquisition company, our current business activities only involve searching for targets and consummation of a business combination. In addition, we will affirmatively exclude any target company the financial statements of which are audited by an accounting firm that the PCAOB has been unable to inspect for two consecutiveyears at the time of our business combination. Notwithstanding the foregoing, in the event that we decide to consummate our initial business combination with a target business based in or primarily operating in China, if there is any regulatory change which prohibits the independent accountants from providing audit documentations located in mainland China or HongKong to the PCAOB for inspection or investigation or the PCAOB expands the scope of the Determination Report so that the target company or the combined company is subject to the HFCAA, as the same may be amended, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S capital markets and trading of our securities on a national securities exchange or in the over-the-counter trading market in the U.S.may be prohibited, under the HFCAA. On December29, 2022, the President signed the Consolidated Appropriations Act, 2023, which, among other things, amended the HFCAA to reduce the number of consecutiveyears an issuer can be identified as a Commission-Identified Issuer before the Commission must impose an initial trading prohibition on the issuers securities from threeyears to twoyears. Therefore, once an issuer is identified as a Commission-Identified Issuer for two consecutiveyears, the Commission is required under the HCFAA to prohibit the trading of the issuers securities on a national securities exchange and in the over-the-counter market. If the combined companys auditor cannot be inspected by the PCAOB for two consecutiveyears, the trading of the securities on any U.S.national securities exchanges, as well as any over-the-counter trading in the U.S., will be prohibited. 6 Furthermore, there may be difficulties in effecting service of legal process, enforcing foreign judgments or bringing actions in China against us based on foreign laws. Certain of our current executive officers and directors are located in, or have significant ties to, China. Also, if we decide to consummate our initial business combination with a target business based in and primarily operating in China, it is possible that substantially all or a significant portion of combined companys assets may be located outside of the UnitedStates and some of the combined companys officers and directors may reside outside of the UnitedStates. As a result, it may be difficult to effect service of process upon these officers and directors who reside outside of the UnitedStates. Even with effective service of process, it may also be difficult to enforce in U.S.courts judgments obtained in U.S.courts based on the civil liability provisions of the U.S.federal securities laws against the officers and directors. In addition, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S.courts against the officers and directors predicated upon the civil liability provisions of the securities laws of the UnitedStates or any state. The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the UnitedStates that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment by us against the officers or directors or the future combined company if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or the public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the UnitedStates. No PRC legal counsel had been retained for purpose of the IPO and consequently the company did not rely on the advice of PRC counsel. The above discussion is based on our managements understanding of the current PRC laws, rules, regulations and local market practices and we cannot assure you that our managements understanding is correct. If we begin our business combination process with a China-based target, we expect to retain a PRC legal counsel who will advise us and provide its opinion of counsel relating to the enforceability of civil liabilities and we cannot assure you that the PRC legal counsel will reach the same conclusion as our managements assessment above. Furthermore, there would be added costs and issues with bringing an original action in foreign courts against the combined company or the officers and directors to enforce liabilities based upon the U.S.Federal securities laws, and they still may be fruitless. **Enforceability of Civil Liability** The Companys management consists of two officers located in China, two directors located in the United States and one director located in Switzerland. Further, there is uncertainty if any officers and directors of the post-combination entity will be located outside the Unites States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon those officers and directors (prior to or after the business combination) located outside the United States, to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on them under United States securities laws. In particular, the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States and many other countries and regions, and you may have to incur substantial costs and contribute significant time to enforce civil liabilities and criminal penalties in reliance on legal remedies under PRC laws. Therefore, recognition and enforcement in the PRC of judgement of United States courts in relation to any matter not subject to a binding arbitration provision may be difficult or impossible. **U.S. Foreign Investment Regulations** Dr. Fen Zhang, our Chief Executive Officer and Chairman, is the sole director and the sole member of the Sponsor and as such is deemed to have sole voting and investment discretion with respect to our shares held by the Sponsor. Dr. Zhang is not a U.S. person, and as of thedate hereof, the Sponsor owns approximately 33.89% of our issued and outstanding shares. Controlling or non-controlling investments in U.S. businesses that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one of 27 identified industries including aviation, defense, semiconductors, telecommunications and biotechnology are subject to a mandatory filing with the Committee on Foreign Investment in the U.S. (CFIUS). In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Because we may be considered a foreign person under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (FIRRMA) to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If our potential initial Business Combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with such business. In addition, if our potential business combination falls within CFIUSs jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues. 7 Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $10.00 per share initially, and our warrants and rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company. **Facilities** Our executive offices are located at 14 Prudential Tower, Singapore 049712 and our telephone number is (+1) 949 899 1827. We make $10,000 per month payment to the Sponsor for office space, utilities and secretarial and administrative support. We consider our current office space adequate for our current operations. **Employees** We currently have Dr. Fen Zhang as the Chief Executive Officer and Mr. Zhechen Wang as the Chief Financial Officer. They are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the initial business combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination. **Item 1A. Risk Factors.** As a smaller reporting company, we are not required to include risk factors in this Annual Report. **Item 1B. Unresolved Staff Comments.** None. **Item 1C. Cybersecurity** We are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk. We have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our management is generally responsible for assessing and managing any cybersecurity threats. If and when any reportable cybersecurity incident arises, our management shall promptly report such matters to our board of directors for further actions, including regarding the appropriate disclosure, mitigation, or other response or actions that the board deems appropriate to take. As of the date of this report, we have not encountered any cybersecurity incidents since our IPO. **Item 2. Properties.** We do not own any real estate or other physical properties materially important to our operations. We maintain our principal executive offices are located at 14 Prudential Tower, Singapore 049712 and our telephone number is (+1) 949 899 1827. **Item 3. Legal Proceedings.** We are not currently a party to any material litigation or other legal proceedings brought against us. We are also not aware of any legal proceeding, investigation or claim, or other legal exposure that has a more than remote possibility of having a material adverse effect on our business, financial condition or results of operations. **Item 4. Mine Safety Disclosures.** Not applicable. 8 **PART II** **Item 5. Market Information.** Our Public Units, Class A Ordinary Shares and Rights are each traded on The Nasdaq Capital Market under the symbols EURKU, EURK and EURKR, respectively. **Holders** As of the date hereof, we had 2 holders of record of our units, 2 holders of record of our separately traded Class A Ordinary Shares, 4 holders of record of our Class B Ordinary Shares and 1 holder of record of our separately traded Rights. The number of record holders was determined from the records of our transfer agent. **Dividends** We have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. **Securities Authorized for Issuance Under Equity Compensation Plans** None. **Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings** On July 4, 2023 and September 29, 2023, the Sponsor acquired 100 and 1,437,400 Class B ordinary shares, par value $0.0001 per share (the Founder Shares), respectively, for an aggregate purchase price of $25,000, or approximately $0.02 per share. On June 27, 2024, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 10,000 Founder Shares to each of our independent directors, Dr. M. Anthony Wong (former director), Ms. Lauren Simmons and Kevin McKenzie, at the original purchase price, immediately prior to the closing of the IPO. The issuance of such Class B Ordinary Shares to the Sponsor was made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act. On July 3, 2024, we consummated the IPO of 5,000,000 Units, generating gross proceeds of $50,000,000. Maxim Group LLC acted as representative of the underwriters. The securities sold in the IPO were sold pursuant to a registration statement on Form S-1 (File No.: 333-277780). The registration statement became effective on July 1, 2024. On July 3, 2024, substantially concurrently with the closing of the IPO, we completed the Private Placement of 216,750 Initial Private Units to the Sponsor at a purchase price of $10.00 per Initial Private Unit, generating gross proceeds to us of $2,167,500. The issuance of the Initial Private Units was made pursuant to the exemption from registration under Section 4(a)(2) of the Securities Act. We also issued to the Representative, 230,000 Class A Ordinary Shares as part of the underwriting compensation (the Representative Shares) on the closing of the IPO. The proceeds of $50,000,000 ($10.00 per Public Unit) in the aggregate from the IPO and the Private Placement, were placed in the Trust Account. On July 8, 2024, 750,000 Option Units were sold to the Representative upon its exercise of the Over-Allotment Option, at an offering price of $10.00 per Option Unit, generating gross proceeds of $7,500,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of an additional 11,250 Additional Private Unit to the Sponsor at a purchase price of $10.00 per Additional Private Unit, generating gross proceeds of $112,500. In connection with the issuance and sales of the Option Units, the Company issued an additional 30,000 Representative Shares to the Representative. 9 The proceeds of $57.5 million ($10.00 per Public Unit) in the aggregate from the IPO and the Private Placement were placed in the Trust Account. As of the date hereof, we issued five Extension Notes in the aggregate principal amount of $750,000 to the Sponsor. As of the date hereof, we issued one Working Capital Note in the principal amount of up to $300,000 to the Sponsor. The proceeds of the Working Capital Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes. The Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the Companys business combination or (ii) the date of expiry of the term of the Company. The Sponsor, has the right, but not the obligation, to convert the Notes, in whole or in part, respectively, into the Conversion Units. **Purchases of Equity Securities by the Issuer and Affiliated Purchasers** None. **Item 6. Reserved.** **Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.** References to the Company, EURK, us, our, or we refer to Eureka Acquisition Corp. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and related notes herein. The following discussion and analysis of the Companys financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes related thereto which are included in Item8. Consolidated Financial Statements and Supplementary Data of this Annual Report on Form10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under Special NoteRegarding Forward-Looking Statements, Item1A. Risk Factors and elsewhere in this Annual Report on Form10-K. **Overview** We are a blank check company formed under the laws of Cayman Island on June 13, 2023, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. We intend to effectuate our business combination using cash derived from the proceeds of the IPO, our securities, debt or a combination of cash, securities and debt, in effecting a business combination. Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus on Asia. We have not selected any target business for our initial business combination. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful. **Initial Public Offering and Private Placement** On July 3, 2024, the Company consummated its IPO of 5,000,000 Units. Each Unit consists of one Class A Ordinary Shares and one Right to receive one-fifth of one Class A Ordinary Share upon the completion of the initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $50,000,000. On July 3, 2024, the Representative notified the Company of its exercise of the Over-Allotment Option in full. As a result, on July 8, 2024, 750,000 Option Units were sold to the Representative, generating gross proceeds of $7,500,000. Simultaneously with the consummation of the IPO and the sale of the Option Units, the Company consummated the Private Placement of 228,000 Private Units to the Sponsor at a price of $10.00 per Private Unit, generating total proceeds of $2,280,000, collectively. 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 (the Trust Account) with Continental Stock Transfer & Trust Company acting as trustee. 10 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. On March 20, 2025, our board of directors accepted the resignation of Dr. M. Anthony Wong, the independent director, resigning from his position as a director of the Company. Concurrently, the Company, by ordinary resolutions of its directors, appointed Mr. Cameron Richard Johnson as the independent director of the Company to fill the vacancy, effective immediately. Mr. Cameron Richard Johnson was also appointed as the chairperson of the Audit Committee and a member of the Compensation Committee. We entered into an Indemnity Agreement with Mr. Johnson on March 20, 2025, accordingly. In connection with the appointment of Mr. Johnson as the director of the Company, the Sponsor issued a share purchase option dated March 20, 2025 (the Share Purchase Option) to Mr. Johnson, entitling Mr. Johnson to acquire 10,000 ordinary shares of the Company held by the Sponsor (the Founder Shares) upon the exercise of the Share Purchase Option once the existing lock-up term on such Founder Shares expires pursuant to the terms and arrangements thereunder. **Proposed Business Combination with Marine Thinking** On October 29, 2025, EURK entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the BCA), with Marine Thinking Inc. (Marine Thinking), a company incorporated under the Canada Business Corporations Act (CBCA) and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of EURK (the Amalgamation Sub, together with EURK and Marine Thinking, the Parties, and each, a Party). Marine Thinking is an autonomous ship and fleet solution providing company. The BCA contemplates that the business combination among EURK, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the time when the Amalgamation (as defined below) becomes effective (the Amalgamation Effective Time), EURK shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the domestication to Canada under the CBCA (the SPAC Continuance). Upon the completion of the SPAC Continuance, the name of EURK shall be changed from Eureka Acquisition Corp to Marine Thinking Holdings Inc. or such other name as the Parties may agree on; and (ii) 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), Marine Thinking 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 Marine Thinking and Amalgamation Sub and in accordance with section 181 of the CBCA (the Amalgamation). Following the Amalgamation Effective Time, Amalco will become a direct wholly owned subsidiary of EURK. The Continuance, the Amalgamation, and the other transactions contemplated by the BCA are hereinafter referred to as the Business Combination or the Transactions. The closing of the Business Combination shall take place electronically by remote exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than the fifth (5) business day, following the satisfaction (or, to the extent permitted by applicable law or waiver) of the conditions set forth in the BCA (the Closing Date) or at such other place, date and/or time as EURK and Marine Thinking may agree in writing. **June 2025 Shareholder Meeting** On June 30, 2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the Extraordinary General Meeting). At the Extraordinary General Meeting, the shareholders of the Company approved the proposal (the Charter Amendment Proposal) to amend the Companys Second Amended and Restated Memorandum and Articles of Association, 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 two times, each by an additional three-month extension, for a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the Current Charter) 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 Company agreed that it would not withdraw any interest from the Trust Account for payment of dissolution expenses. In connection with the Extraordinary General Meeting, 2,819,767Class A Ordinary Shares were rendered for redemption, and approximately $29 million was released from the Trust Account to pay such redeeming shareholders. **** 11 **** **Trust Amendment** 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). The Trust Amendment provides that, among other things, for each Monthly Extension, the amount of $150,000 (the Monthly Extension Fee) shall be deposited into the Trust Account, 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. **Extensions and Extension Notes** Pursuant to the Current Charter, the Company currently has until January 3, 2026 to complete its business combination, which may be extended up to July 3, 2026 if fully extended by Monthly Extensions. As of the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from its working capital and $600,000 was paid by the Sponsor. In connection with the Sponsors payment of the Monthly Extension Fee, the Company issued five unsecured promissory notes in the aggregate principal amount of $750,000 (the Extension Notes) to the Sponsor. The Extension Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of a business combination or (ii) the date of expiry of the term of the Company. The Sponsor, has the right, but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into private units (the Conversion Units) of the Company, each consisting of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a business combination. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. **Working Capital Loans** On August 25, 2025, the Company issued an unsecured promissory note (the Working Capital Note and, together with the Extension Notes, the Notes) in the principal amount of up to $300,000 to the Sponsor. The proceeds of the Working Capital Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes (the Working Capital Loans). The Working Capital Note bears no interest and is payable in full upon the Maturity Date. The Sponsor, has the right, but not the obligation, to convert the Working Capital Note, in whole or in part, respectively, into Conversion Units upon the consummation of a business combination, as described in the prospectus of the Company (File No: 333-277780), by providing the Company with written notice of the intention to convert at least two business days prior to the closing of the business combination. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. 12 **Results of Operations and Known Trends or Future Events** We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for the IPO. Following the IPO, we have not generated any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after the IPO. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. After the IPO, we incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses associated with the search for target opportunities. For the year ended September 30, 2025, we had a net income of $1,370,753, which consisted of interest income from the Trust Account of $2,230,500 offset by general and administrative expenses of $859,747. Cash used in operating activities was $668,921. Net income was offset by interest earned on investment held in the Trust Account. Changes in operating assets and liabilities provided $190,826 of cash for operating activities. For the year ended September 30, 2024, we had a net income of $255,721, which consisted of interest income from the Trust Account of $609,787 offset by general and administrative expenses of $354,066. Cash used in operating activities was $282,509. Net income was offset by interest earned on investment held in the Trust Account. Changes in operating assets and liabilities provided $33,078 of cash for operating activities. **Liquidity and Capital Resources** 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. We intend to use substantially all of the net proceeds of the IPO, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating thereto. To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses. If our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual amount necessary to do so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the current interest rate environment, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such business combination. Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously with the consummation of our initial business combination. Following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations. 13 As of September 30, 2025, we had cash of $51,431 and a working capital deficiency of $625,273. We have incurred and expect to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of its financing and acquisition plans. The Company currently has no commitments to receive such financing and there is no assurance that the Companys plans to raise capital will be successful. In addition, the Company has until January 3, 2026 (or up to July 3, 2026 if fully extended) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with the Companys assessment of going concern considerations in accordance with Financial Accounting Standards Boards Accounting Standards Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern, management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Companys ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The audited consolidated financial statements do not include any adjustments that might result from the Companys inability to continue as a going concern. **Off-BalanceSheet Financing Arrangements** We have no obligations, assets or liabilities that would be considered off-balancesheet arrangements as of September 30, 2025. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balancesheet arrangements. We have not entered into any off-balancesheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financialassets. **Contractual Obligations** As of September 30, 2025, we do not have any long-termdebt, capital lease obligations, operating lease obligations or long-termliabilities. The Founder Shares, the Class A Ordinary Shares included in the Private Units, and any Class A Ordinary Shares that may be issued upon conversion of Working Capital Loans and Extension Loans (and any underlying securities) will be entitled to registration rights pursuant to a registration and shareholder rights agreement entered into in connection with the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements. **Critical Accounting Estimates** In preparing these audited consolidated 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 audited consolidated financial statements and the reported expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results may differ from these estimates. We have not identified any critical accounting estimates. 14 **Recent Accounting Pronouncements** In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in in its annual audited consolidated financial statements for the year ended September 30, 2025. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements. **Item 7A. Quantitative and Qualitative Disclosures About Market Risk.** As of September 30, 2025, we were not subject to any market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account, have been invested in U.S. government treasury obligations with a maturity of 185 days or less or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to market or interest rate risk. **Item 8. Audited Consolidated Financial Statements and Supplementary Data.** This information appears following Item 15 of this Form 10-K and is incorporated herein by reference. **Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.** None. **Item 9A. Controls and Procedures.** Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. **Evaluation of Disclosure Controls and Procedures** Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management evaluated, with the participation of our current chief executive officer and chief financial officer (our Certifying Officers), the effectiveness of our disclosure controls and procedures as of September 30, 2025, pursuant to Rule 15d-15(e) under the Exchange Act. Based upon that evaluation, our Certifying Officers concluded that, as of September 30, 2025, our disclosure controls and procedures were effective. We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. 15 **Managements Annual Report on Internal Control over Financial Reporting** As required by SEC rules and regulations implementing Section404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our audited consolidated financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that: | | (1) | pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company, | | | | (2) | provide reasonable assurance that transactions are recorded as necessary to permit preparation of audited consolidated financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and | | | | (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. | | Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at September 30, 2025. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control Integrated Framework (2013). Based on our assessments and those criteria, management determined that we maintained effective internal control over financial reporting as of September 30, 2025. This Annual Report on Form 10-K does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act. **Changes in Internal Control Over Financial Reporting** Other than as described herein, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **Item 9B. Other Information.** None. **Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.** None. 16 **** **PART III** **Item 10. Directors, Executive Officers and Corporate Governance** **Officers, Directors and Director Nominees** Our officers and directors are as follows: | Name | | Age | | | Title | | | Fen Zhang | | | 60 | | | Chief Executive Officer and Chairmanof the Board of Directors | | | Zhechen Wang | | | 32 | | | Chief Financial Officer | | | Johnson Richard | | | 46 | | | Independent Director | | | Lauren Simmons | | | 31 | | | Independent Director | | | Kevin McKenzie | | | 52 | | | Independent Director | | **Dr. Fen Zhang**, has served as our Chief Executive Office and Chairman of our Board of Directors since June 2023. He has over a decade of experiences in investment banking and fund management industries involved in initial public offering and other capital markets transactions in the U.S., Canada, mainland China and HongKong, with over 20years accomplished industrial experiences and connections with the worlds leading financial institutions, investment banks, funds and accredited investors. Since January 2024, Dr Zhang has served as the Chief Executive Officer and directors of Columbus Acquisition Corp, a special purposes acquisition company, currently applying for listing on Nasdaq. Dr.Zhang has been working at Hercules Capital Group as a founding partner since August2021, being in charge of the large scale alternative financing solutions for major commercial endeavors. From March 2022 to February 2023, Dr. Zhang served as the Chief Executive Officer of Oak Woods Acquisition Corporation, a special purpose acquisition corporation listing on Nasdaq (Nasdaq: OAKU). He served at UBS from July2019 to August2021 as the managing director at UBS AG HongKong and then transferred to UBS Securities Shanghai office to lead the IBD business. He was in charge of the Semiconductor Manufacturing International Corporation, or SMIC (0981.HK)s US$230,000,000 convertible bonds project and US$500,000,000 investment grade debt issuance project, and has won mandates from Tuhu-a global car aftermarket leader backed by Tencent, Dragonfly FM-the top 2 audio app in China, and Keming Noodle (002661.SZ)-one of the largest noodle brands in China, etc. He has served as the executive director of Shanghai Lianjie Enterprise Management Consulting Co., Ltd. since September 2018. From March2018 to March2019, Dr.Zhang was the managing director at the investment banking department of China Merchants Bank International, or CMBI, and, from July 2017 to January 2018, the general manager at SinoPharm-CICC Fund, where he successfully closed the fund project with a size of RMB500million for China Reform Holdings Corporation Ltd, or the CRHC, one of the largest FOF in China, and a RMB10billion sized joint fund project between CMBI and Shenzhen municipal government. Under his management, the bank achieved three (3)times ROI on the investment of RMB900million into Yunda Express (002120.SZ), one of the top express parcel delivers in China. From July2015 to May2017, Dr.Zhang served at Oriental Fortune Capital, or OFC, as a partner and vice general manager, where he established OFCs first US$50,000,000 fund and a joint fund between OFC and Chang Hong Group (600839.SS), a top leading manufacturer of television and other household electronics in China. From March 2012 to July2015, Dr.Zhang served as a global partner at Capital International Private Equity Fund of the Capital Group, or CIPEF, one of the top long term investors in the world and the largest investor in emerging markets in HongKong office. During his work at CIPEF, he achieved a high hit rate on deal closings and initialed and carried out various domestic and cross-border large-sized projects. From July 2010 to March2012, he served at Credit Suisse as a managing director in IBD China team, where as a sector leader, he led the team on several elephant deals such as China Minmetals Resources (1208.HK), China Railway Logistics, Shandong Iron and Steel Group (600022.SS), XGMG, PICC Property and Casualty Company (2328.HK),etc., as well as other projects in large-to-mid-cap IPOs and structured lending and bond issuances. From July2007 to July2008, Dr.Zhang served at China International Capital Corporation, or CICC as an executive director, and then at UBS from July 2008 to July 2010 as an executive director in its IBD business sector, where he was responsible for several U.S.and HongKong IPO and bond issuance projects as well as reorganization and listing projects. His IPO clients included China Industries Securities (601377.SS), China Spring Airline (601021.SS), Shaangu Power (601369.SS), etc. He also established and developed UBS Shanghai from scratch into a rep office and then evolved into a China CSRC-certified branch. From July2005 to July2007, Dr.Zhang served at Deloitte Consulting as an equity partner. He established and managed the Deloitte S&O (strategy and operations consulting) business sector and developed the Deloitte China S&O sector into the first joint venture between Deloitte US and Deloitte China. From May1995 to July2005, he served at Bank of Montreal in Toronto of Canada as an analyst, as well as at China eLabs as a consultant and BearingPoint Management Consulting as a senior manager. 17 Dr.Zhang holds an MBA in finance and a Ph.D. degree in materials and metallurgic engineering from Queens University in Canada, and a B.S. in mechanical engineering from Tsinghua University in China. **Mr. Zhechen Wang** has serves as our Chief Financial Officer since June 2024. Since August 2021, Mr. Wang has served as the Finance Manager and then Vice President of Finance of Hercules Capital Group, where he, among other things, administers financial operations and manages financial process oversight and risk control. From October 2016 to August 2021, Mr. Wang worked as a senior associate at PwC, where he conducted auditing in initial public offerings, public company reporting and statutory auditing for companies listing on different exchanges, including Nasdaq, NYSE, Shanghai Stock Exchange and the Stock Exchange of Hong Kong. Mr. Wang holds a Bachelor Degree of Commerce Professional Accounting from Macquarie University in Australia. **Mr. Cameron Johnson**serves as the independent director of the Company. Since 2019, he has worked as the senior partner at Tidalwave Solutions, providing consulting services. Since 2014, Mr. Johnson has been a member of the American Chamber of Commerce in Shanghai, or AmCham Shanghai, in Shanghai, during which he served on the board of governors from 2022 to 2024 and as the vice chair in 2024. From 2020 to 2024, Mr. Johnson worked as an adjunct instructor at New York University in Shanghai. Mr. Johnson has been an active commentator on US-China relations, supply chain, international trade, tariff, technology and other topics, including but not limited to, as a returning guest at*Bloomberg: The China Show* discussing topics including but not limited to, US-China relations, automotive and customer sectors, technology and trade, and appearing in the documentary of*Americas Medical Supply Crisis*by Frontline. Mr. Johnson is the author of*Impacts of Digitalization on Traceability*chapter of the book*Digital Transformation of Logistics (Wiley, 2021)*. Mr. Johnson obtained his graduate certification in business from the University of Wales, and bachelors degrees in communication and comparative religion both from the University of Washington. **Ms. Lauren Simmons**has served as our independent director since July 2024. Ms. Simmons is an equity trader who started her career in finance in May of 2017 with Rosenblatt Securities on the floor of the New York Stock Exchange. Ms. Simmons was recognized by Ebonys Power 100 list in 2018, as well as by Politico which awarded her as among its Women of Impact in 2018. Since achieving notoriety in 2018, Ms. Simmons has been featured in various media outlets including Forbes, Politico, CNBC, Bloomberg and The Cut. Stemming from her financial knowledge and ability to quickly build relationships in financial markets, Ms. Simmons has built a broad network in private and public financial and consumer markets. Specifically, Ms. Simmons commentary, experience as an equities trader, combined with her market and experiential insights has led to her success as a brand leader for women in finance. In particular, Ms. Simmons has built partnerships with Ford, LinkedIn, Express, Champs, Isagenix and Pure Leaf. Ms. Simmons is also a financial contributor to Bloomberg, CNBC, Yahoo Finance and other financial media outlets. She is the author of Make Money Move addressing professional development and finance which is published by HarperCollins. Ms. Simmons has also headlined major events such as Aspen Ideas Festival, Sina Finance in China, Disneys Dreamers Academy, and keynote at Harvard. Currently, Ms. Simmons is the host of In her Bag produced by Springhill productions Lebron James company. Ms. Simmons has also launched the podcast Money Moves with Lauren Simmons, a top ranked Spotify Original Podcast. Ms. Simmons currently serves as a director at Oak Woods Acquisition Corporation (Nasdaq: OAKU). Ms. Simmons was previously a member of the advisory board at Robinhood Markets, Inc. (Nasdaq: HOOD) and a former board member at Consciously Unbiased. Ms. Simmons holds a B.S. in Psychology from Kennesaw State University and concentrated her undergraduate studies in genetics and statistics. **Mr. Kevin McKenzie** has served as our independent director since July 2024. Mr. McKenzie has over 20 years of global private equity experience in leading firms in the market. Mr. McKenzie has served as Chairman and President at Alpex Pharma since 2018, where he oversees the overall operations of the consolidated company and leads its efforts in developing and implementing strategic plans. Mr. McKenzie has also been a senior partner at Riverwest Capital, a private investment firm, since 2011, where he is responsible for the overall management. From 2006 to 2011, Mr. McKenzie was a senior partner at MKW Capital. From 2003 to 2006, Mr. McKenzie served as the vice president of Cerberus Capital Management and was responsible for various aspects of the investment process. From 2001 to 2003, he worked at Morgan Stanley Real Estate Fund (MSREF) and participated in a groundbreaking series of distressed debt portfolios sold in China by state-owned banks. From 1998 to 2001, Mr. McKenzie worked at the Bank of China and executed a number of syndicated acquisition bridge and term loan financings. Prior to that, Mr. McKenzie worked at the China office of the Royal Bank of Canada from 1997 to 1998. Mr. McKenzie holds an MBA in finance from Wharton Business School and an M.A. degree in Management & International Studies from the University of Pennsylvania. 18 **Number and Terms of Office of Officers and Directors** Our board of directors consists of four members. The term of office will expire at our first annual general meeting. We may not hold an annual meeting of shareholders until after we consummate our initial business combination. Our officers are elected by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of Directors is authorized to appoint persons to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association will provide that our officers may consist of a Chairman, Chief Executive Officer, President, Chief Financial Officer, Vice Presidents, Secretary, Assistant Secretaries, Treasurer and such other offices as may be determined by the Board of Directors. Holders of our Founder Shares will have the right to elect all of our directors prior to consummation of our initial business combination and holders of our public shares will not have the right to vote on the election of directors during such time. These provisions of our amended and restated memorandum and articles of association may only be amended by a resolution passed by holders of at least a two thirds of our ordinary shares who are eligible to vote and attend and vote in a general meeting our shareholders. **Committees of the Board of Directors** Our board of directors currently has three standing committees: an audit committee, a compensation committee and a nominating committee. Subject to phase-in rulesand a limited exception, the rulesof NASDAQ and Rule10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors, and the rulesof Nasdaq require that the compensation committee of a listed company be comprised solely of independent directors. **Audit Committee** Cameron Johnson, Lauren Simmons and Kevin McKenzie currently serve as members of our audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent, subject to the certain phase-in provisions. Our board of directors has determined that each of Cameron Johnson, Lauren Simmons and Kevin McKenzie meet the independent director standard under Nasdaq listing standards and under Rule10A-3(b)(1)of the Exchange Act. Cameron Johnson serves as the Chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of Nasdaq, and our board of directors has determined that Mr.Cameron Johnson qualifies as an audit committee financial expert as defined in applicable SEC rules. We have adopted an audit committee charter, which details the principal functions of the audit committee, including: | | | the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; | | | | | pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; | | | | | reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; | | | | | setting clear hiring policies for employees or former employees of the independent auditors; | | | | | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; | | | | | obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditors internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; | | 19 | | | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and | | | | | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our audited consolidated financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities | | **Compensation Committee** We have established a compensation committee of the board of directors, which consists of Cameron Johnson, Lauren Simmons and Kevin McKenzie , each of whom is an independent director under Nasdaqs listing standards. Mr. Kevin McKenzie is the Chairperson of the compensation committee. The compensation committees duties, which are specified in our Compensation Committee Charter, include, but are not limited to: | | | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officers compensation, evaluating our Chief Executive Officers performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officers based on such evaluation; | | | | | reviewing and approving the compensation of all of our other officers; | | | | | reviewing our executive compensation policies and plans; | | | | | implementing and administering our incentive compensation equity-basedremuneration plans; | | | | | assisting management in complying with our proxy statement and annual report disclosure requirements; | | | | | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; | | | | | producing a report on executive compensation to be included in our annual proxy statement; and | | | | | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. | | The charter provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC. 20 **Director Nominations** Our nominating committee consists of Cameron Johnson, Lauren Simmons and Kevin McKenzie. Lauren Simmons serves as chair of the nominating committee. We have adopted a nominating committee charter, which details the principal functions of the nominating committee, including: | | | developing the criteria and qualifications for membership on the Board of Directors; | | | | | recruiting, reviewing and nominating candidates for election to the Board of Directors or to fill vacancies on the Board of Directors; | | | | | reviewing candidates proposed by shareholders, and conducting appropriate inquiries into the background and qualifications of any such candidates; | | | | | monitoring and making recommendations regarding committee functions, contributions, and composition; and | | | | | evaluating, on an annual basis, the nominating committees performance. | | The nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a persons candidacy for membership on the Board of Directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. **Code of Ethics** We have adopted a code of ethics and business conduct (the Code of Ethics) applicable to our directors, officers and employees. You are able to review these documents by accessing our public filings at the SECs web site at*www.sec.gov*.In addition, a copy of the Code of Ethics will be provided without charge upon request from us.We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form8-K. **Clawback Policy** Our clawback policy became effective on July 1, 2024 that applies to our executive officers (the Policy) in order to comply with Nasdaq rules. The Policy gives the Compensation Committee the discretion to require executive officers to reimburse us for any Erroneously Awarded Compensation (as defined in the Policy) that was based on financial results that were subsequently restated as a result of that persons misconduct. **Conflicts of Interest** Potential investors should be aware of the following potential conflicts of interest: | | | None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities. | | | | | In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management has pre-existing fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity should be presented. As a result, our officers or directors may present a potential target to our competitor that would had been presented to us or devote time to our affairs which may have a negative impact on our ability to complete our initial business combination. | | | | | Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company. | | 21 | | | The Founder Shares owned by our officers and directors are subject to lock-up restrictions until the earlier of (1) six months after the completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Class A Ordinary Share equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after our initial business combination, 50% of the Founder Shares will be released from the lock-up. Additionally, our officers and directors will not receive distributions from the Trust Account with respect to any of their Founder Shares and private shares if we do not complete a business combination. Furthermore, the Sponsor has agreed that the Private Units will not be sold or transferred until after we have completed our initial business combination. In addition, our officers and directors may loan funds to us and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination. For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares. | | In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience which that director has. As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the amended and restated memorandum and articles of association or alternatively by shareholder approval at general meetings. Accordingly, as a result of multiple business affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the above-listed criteria to multiple entities. In addition, conflicts of interest may arise when our board evaluates a particular business opportunity with respect to the above-listed criteria. We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor. Furthermore, most of our officers and directors have pre-existing fiduciary obligations to other businesses of which they are officers or directors. To the extent they identify business opportunities which may be suitable for the entities to which they owe pre-existing fiduciary obligations, our officers and directors will honor those fiduciary obligations. Accordingly, it is possible they may not present opportunities to us that otherwise may be attractive to us unless the entities to which they owe pre-existing fiduciary obligations and any successors to such entities have declined to accept such opportunities. In order to minimize potential conflicts of interest which may arise from multiple corporate affiliations, each of our officers and directors has contractually agreed, pursuant to a written agreement with us, until the earliest of a business combination, our liquidation or such time as she or he ceases to be an officer or director, to present to our company for our consideration, prior to presentation to any other entity, any suitable business opportunity which may reasonably be required to be presented to us, subject to any pre-existing fiduciary or contractual obligations he might have. In connection with the vote required for any business combination, the Sponsor and all of our officers and directors, have agreed to vote their respective Ordinary Shares in favor of any proposed business combination. In addition, they have agreed to waive their respective rights to participate in any liquidation distribution with respect to the Founder Shares and private shares. If they purchase Class A Ordinary Shares in the open market, however, they would be entitled to participate in any liquidation distribution in respect of such shares but have agreed not to convert such shares (or sell their shares in any tender offer) in connection with the consummation of our initial business combination or an amendment to our Amended and Restated Memorandum and Articles of Association relating to pre-business combination activity. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested independent directors, or the members of our board who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested independent directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. 22 To further minimize conflicts of interest, we have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or insiders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view and (ii) the approval of a majority of our disinterested and Independent Directors (if we have any at that time). Furthermore, in no event will any of our insiders, officers, directors, special advisors or their respective affiliates be paid any finders fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination. **Section 16(a) Beneficial Ownership Reporting Compliance** Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our shares of Common Stock and other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such reporting persons. Based solely upon a review of such forms furnished to us during the most recent fiscal year, or written representations that no Forms 5 were required, we believe that that all such forms required to be filed pursuant to Section16(a) of the Exchange Act were timely filed by the officers, directors, and security holders required to file the same during the fiscal year ended September 30, 2025. **Item 11. Executive Compensation.** None of our officers or directors has received any cash compensation for services rendered to us, except that the Sponsor transferred to our independent directors, Messrs. Anthony Wong (former director), Kevin McKenzie , and Lauren Simmons, 10,000 Founder Shares each, respectively, immediately prior to the closing of the IPO. In connection with the appointment of Mr. Johnson as a director of the Company, the Sponsor issued a share purchase option dated March 20, 2025 (the Share Purchase Option) to Mr. Johnson, entitling Mr. Johnson to acquire 10,000 Founder Shares held by the Sponsor upon the exercise of the Share Purchase Option once the existing lock-up term on such Founder Shares expires pursuant to the terms and arrangements thereunder. Other than as set forth elsewhere, no compensation of any kind, including finders and consulting fees, will be paid to our founders, existing officers, directors and advisors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination. In addition, our officers, directors and advisors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our founders, officers, directors or advisors, or our or their affiliates, including the extension loan and extension convertible notes. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. Following a business combination, to the extent we deem it necessary, we may seek to recruit additional managers to supplement the incumbent management team of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management. 23 **Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.** The following table sets forth information regarding the beneficial ownership of our ordinary as of the date hereof by: | | | each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares; | | | | | each of our officers and directors; and | | | | | all of our officers and directors as a group. | | 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. The beneficial ownership of our Ordinary Shares is based on an aggregate of 6,436,000 Ordinary Shares issued and outstanding as of the date hereof and the record of beneficial ownership as indicated in the statements filed with the SEC pursuant section 13(d) or 13(g) as of the date hereof. | Name and Address of Beneficial Owner(1) | | Number of Ordinary Shares Beneficially Owned(2) | | | Approximate Percentage of Outstanding Ordinary Shares | | | | Fen Zhang(2) | | | 1,635,500 | | | | 33.9 | % | | | Zhechen Wang | | | | | | | | | | | Cameron Johnson | | | | | | | | | | | Lauren Simmons | | | 10,000 | | | | * | | | | Kevin McKenzie | | | 10,000 | | | | * | | | | All executive officers and directors as a group (5 individuals) | | | 1,655,500 | | | | 34.3 | % | | | 5% Holders | | | | | | | | | | | Hercules Capital Management Corp(2) | | | 1,635,500 | | | | 33.9 | % | | | WOLVERINE ASSET MANAGEMENT LLC(3) | | | 395,924 | | | | 5.9 | % | | | KARPUS MANAGEMENT, INC.(4) | | | 326,825 | | | | 6.8 | % | | | W. R. Berkley Corporation(5) | | | 305,628 | | | | 6.3 | | | | Mizuho Financial Group, Inc.(6) | | | 550,000 | | | | 11.4 | % | | | RLH Capital LLC (7) | | | 295,400 | | | | 6.12 | | | | Feis Equities LLC (8) | | | 261,656 | | | | 5.4 | % | | | Barclays PLC(9) | | | 325,000 | | | | 6.7 | % | | | Cowen and Company, LLC(10) | | | 415,600 | | | | 8.6 | % | | | * | Less than one percent | | | (1) | Unless otherwise noted, the business address of each of the following entities or individuals is c/o Eureka Acquisition Corp, 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands. | | | (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. | | | (3) | According to a Form 4 filed on December 11, 2025 jointly by WOLVERINE ASSET MANAGEMENT LLC, Wolverine Holdings, L.P., Wolverine Trading Partners, Inc. Bellick Robert and Gust Christopher whose principal business address is 175 West Jackson, Suite 340, Chicago, IL 60604. | | | (4) | According to a Schedule 13G filed on November 14, 2025 by KARPUS MANAGEMENT, INC., whose principal business address is 183 Sullys Trail, Pittsford, New York 14534. | | | (5) | According to a Form 4 filed on November 10, 2025 by W. R. Berkley Corporation, whose principal business address is 475 Steamboat Road, Greenwich, CT 06830. | | **** | (6) | According to a Schedule 13G/A filed on August 13, 2025 by Mizuho Financial Group, Inc., whose principal business address is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan. | | **** 24 | (7) | According to a Schedule 13G filed on July 7, 2025 jointly by RLH Capital LLC and Louis Camhi, whose principal business address is 119 Hicks Lane, Great Neck, New York 11024. | | **** | (8) | According to a Schedule 13G filed on July 3, 2025 jointly by Feis Equities LLC and Lawrence M. Feis, whose principal business address is 740 Waukegan Road Suite 206 Glenview, Illinois 60025. | | **** | (9) | According to a Schedule 13G filed on March 21, 2025 by Barclays PLC, whose principal business address is 1 Churchill Place, London - E14 5HP. | | **** | (10) | According to a Schedule 13G filed on November 13, 2024 by Cowen and Company, LLC, whose principal business address is 599 Lexington Avenue, New York, NY 10022. | | **Item 13. Certain Relationships and Related Transactions, and Director Independence.** **Founder Shares** On July 4, 2023 and September 29, 2023, the Sponsor acquired 100 and 1,437,400 Founder Shares, respectively, for an aggregate purchase price of $25,000, or approximately $0.02 per share. On June 27, 2024, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 10,000 Founder Shares to each of our independent directors, Dr. M. Anthony Wong (former director), Ms. Lauren Simmons and Mr. Kevin McKenzie, at the original purchase price, immediately prior to the closing of the IPO. As of September 30, 2025, there were 1,437,500 Founder Shares issued and outstanding. The aggregate capital contribution was $25,000, or approximately $0.02 per share. **Private Units** Simultaneously with the consummation of the IPO and the sale of the Option Units, the Company consummated the Private Placement of 228,000 Private Units to the Sponsor at a price of $10.00 per Private Unit. **Promissory Note Related Party** On June 25, 2024, the Sponsor agreed to loan us up to $500,000 to be used for a portion of the expenses of the IPO (the Promissory Note). As of July 3, 2024, the date of the completion of the IPO, the Sponsor loaned the Company $481,511. The total amount of $481,511 under the Promissory Note was fully repaid upon closing of the IPO on July 3, 2024. The Promissory Note was terminated after the repayment. On August 4, 2025 and September 3, 2025, the Company issued two unsecured promissory notes to the Sponsor, each with a principal amount of $150,000 (the Extension Notes), as payment for the extension fee. Each Extension Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the a Business Combination or (ii) the date of expiry of the term of the Company. The Sponsor, has the right, but not the obligation, to convert the Extension Note, in whole or in part, respectively, into private units (the Extension Units) of the Company, each consisting of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a Business Combination. The number of Extension Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. As of September 30, 2025, $300,000 was outstanding under the Extension Notes. **Working Capital Loans** In order to finance the Companys transaction costs in connection with an initial business combination, the Sponsor, our officers and directors, or their affiliates or designees may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of the Working Capital Loans may be convertible into Working Capital Units at the option of the lender, upon consummation of our initial business combination, in addition to the convertible notes in connection with the potential extensions. The Working Capital Units would be identical to the Private Units. On August 25, 2025, the Company issued an unsecured promissory note (the Working Capital Note) in the principal amount of up to $300,000 to the Sponsor. The funds may be drawn as needed until the initial business combination and will be used for general working capital. As of September 30, 2025, $200,000 remained outstanding under the Working Capital Note.. 25 **Extension Fees** **** We currently have until January 3, 2026 to complete our initial business combination. However, if we anticipate that we may not be able to consummate our initial business combination by January 3, 2026, we may extend the Combination Period by Monthly Extensions, up to July 3, 2026 without submitting such proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith. In order to extend the Combination Period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account the Extension Fees in the amount of $150,000 on or prior to the date of the applicable deadline, for each Monthly Extension. Any such payments would be made in the form of a loan. Any such loans will be non-interest bearing and either be payable upon the consummation of our initial business combination out of the proceeds of the Trust Account released to us, or, at the lenders discretion, converted upon consummation of our business combination into Extension Units. If we do not complete a business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the Combination Period. The Extension Units would be identical to the Private Units. As of the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from its working capital and $750,000 was paid by the Sponsor. The Company issued five Extension Notes in the aggregate principal amount of $750,000 to the Sponsor in connection with the payment of the Monthly Extension Fee by the Sponsor. **** **Administrative Services Agreement** The Company is obligated, commencing from July 1, 2024 to pay the Sponsor, a monthly fee of $10,000 for office space, utilities and secretarial and administrative support pursuant to a certain administrative services agreement by and between the Company and the Sponsor dated July 2, 2023 (the Administrative Services Agreement). This Administrative Services Agreement will terminate upon completion of the Companys business combination or the liquidation of the Trust Account to public shareholders. The Company incurred $120,000 for the year ended September 30, 2025, of which $50,000 was included in the accrued expenses. **Policy for Approval of Related Party Transactions** We 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. We have adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. In addition, our audit committee, pursuant to a written charter will be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. We have adopted the audit committee charter. We also require each of our directors and executive officers to complete a directors and officers questionnaire that elicits information about related party transactions. These 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. 26 To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our founders unless we, or a committee of independent directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA, or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire, or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. Furthermore, no finders fees, reimbursements or cash payments will be made to our founders, existing officers, directors or advisors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination. In addition, the following payments will be made to our founders or their affiliates, none of which will be made from the proceeds of the IPO held in the Trust Account prior to the completion of our initial business combination: | | | reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations; | | | | | repayment at the closing of our initial business combination of Working Capital Loans which may be made by our founders or an affiliate of our founders to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto. Up to $1.500,000 of such Working Capital Loans may be convertible into Working Capital Units at the option of the lender. Such Working Capital Units are identical to the Private Units sold in the Private Placement; and | | | | | repayment at the closing of our initial business combination of Extension Fees which have been made by our Sponsor, its affiliates or designees in connection with our extensions of the Combination Period, which may be convertible into Extension Units, such Extension Units are identical to the Private Units sold in the Private Placement. | | **Director Independence** Nasdaq listing standards require that a majority of our board of directors be independent. An independent director is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the companys board of directors, would interfere with the directors exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that each of Cameron Johnson, Lauren Simmons and Kevin McKenzie are independent directors as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present. **Item 14. Principal Accounting Fees and Services.** 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. *Audit Fees.*Audit fees consist of fees billed for professional services rendered for the audit of ouryear-end consolidated financial statements and services that are normally provided by Marcum Asia in connection with regulatory filings. The aggregate fees billed by Marcum Asia for professional services rendered for the audit of our annual financial statements, review of the financial information included in our other required filings with the SEC for the year ended September 30, 2025 and 2024 totaled $90,176 and $127,205, respectively. The above amounts include interim procedures and audit fees. *Audit-Related Fees*.Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our consolidated financial statements and are not reported under Audit Fees. We did not pay Marcum Asia for professional services rendered for audit related fees for the year ended September 30, 2025 and 2024. *Tax Fees*. We did not pay Marcum Asia for tax planning and tax advice for the year ended September 30, 2025 and 2024. *All Other Fees*. We did not pay Marcum Asia for other services for the year ended September 30, 2025 and 2024. 27 **PART IV** **Item 15. Exhibits, Financial Statement Schedules.** 1. The following documents are filed as part of this Annual Report: Financial Statements: See Item 8. Audited Consolidated Financial Statements and Supplementary Data herein and Index to Audited Consolidated Financial Statements and audited consolidated financial statements incorporated by reference therein commencing below. 2. Exhibits: The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K. | Exhibit Number | | Description | | | 2.1 | | Business Combination Agreement, dated as of October 29, 2025, by and among Eureka Acquisition Corp, Marine Thinking Inc. and 17358750 Canada Inc. (incorporated herein by reference to Exhibit 2.1 to Form 8-K as filed with the Securities and Exchange Commission on November 3, 2025) | | | | | | | 3.1 | | Third Amended and Restated Memorandum and Articles of Associate, dated June 30, 2025. (incorporated herein by reference to Exhibit 3.1 to Form 8-K as filed with the Securities and Exchange Commission on July 2, 2025) | | | | | | | 4.1 | | Specimen Unit Certificate. (incorporated herein by reference to Exhibit 4.1 to Form S-1 as filed with the Securities and Exchange Commission on June28, 2024) | | | | | | | 4.2 | | Specimen Ordinary Share Certificate. (incorporated herein by reference to Exhibit 4.2 to Form S-1 as filed with the Securities and Exchange Commission on June28, 2024) | | | | | | | 4.3 | | Specimen Right Certificate. (incorporated herein by reference to Exhibit 4.3 to Form S-1 as filed with the Securities and Exchange Commission on June28, 2024) | | | | | | | 4.4 | | Rights Agreement, dated July 2, 2024, between the Registrant and Continental Stock Transfer & Trust Company, as rights agent. (incorporated herein by reference to Exhibit 4.1 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024) | | | | | | | 4.5 | | Description of Securities. | | | | | | | 10.1 | | Share Purchase Option dated March 20, 2025 issued by Hercules Capital Management VII Corp. (incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on March 24, 2025) | | | | | | | 10.2 | | Indemnity Agreement dated March 20, 2025, by and between the Company and Cameron Richard Johnson, as a director of the Company. (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on March 24, 2025) | | | | | | | 10.3 | | Amendment to the Investment Management Trust Agreement dated June 30, 2025, between the Company and Continental Stock Transfer & Trust Company.(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2025). | | | | | | | 10.4 | | Extension Promissory Note dated August 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 August 4, 2025). | | | | | | | | 10.5 | | Sponsor Promissory Note dated August 25, 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 August 27, 2025). | | 28 | 10.6 | | Extension Promissory Note dated September 3, 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 September 4, 2025). | | | | | | | 10.7 | | Extension Promissory Note dated October 6, 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 October 7, 2025). | | | | | | | | 10.8 | | Support Agreement, dated as of October 29, 2025 by and among Hercules Capital Management Corp, Eureka Acquisition Corp and Marine Thinking Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025). | | | | | | | | 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). | | | | | | | | 10.10 | | Form of Registration Rights Agreement, by and among Eureka Acquisition Corp, Marine Thinking Holdings Inc., Hercules Capital Management Corp and certain other parties. (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025). | | | | | | | | 10.11 | | Form of Lock-UpAgreement, by Hercules Capital Management Corp and certain shareholders of Marine Thinking Inc. (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025). | | | | | | | | 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). | | | | | | | | 10.13 | | Option Assignment Agreement, by and between Marine Thinking Inc. and 17323204 Canada Inc. (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025). | | | | | | | | 10.14 | | Finders Agreement, dated April 1, 2025, by and between Eureka Acquisition Corp and Alpha Innovators Limited. (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025). | | | | | | | | 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). | | | | | | | | 10.16 | | Extension Promissory Note dated December 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 December 8, 2025). | | | | | | | | 31.1* | | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | 31.2* | | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | 32.1* | | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | 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. | | 29 | 97 | | Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Annal Report on Form 10-K filed with the Securities and Exchange Commission on December 26, 2024). | | | | | | | | 99.1 | | Audit Committee Charter. (incorporated herein by reference to Exhibit 99.1 to Form S-1 as filed with the Securities and Exchange Commission on June28, 2024) | | | | | | | | 99.2 | | Compensation Committee Charter. (incorporated herein by reference to Exhibit 99.2 to Form S-1 as filed with the Securities and Exchange Commission on June28, 2024) | | | | | | | | 101.INS | | Inline XBRL Instance Document the Inline XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document | | | | | | | | 101.SCH | | Inline XBRL Taxonomy Extension Schema Document | | | | | | | | 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document | | | | | | | | 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document | | | | | | | | 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document | | | | | | | | 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document | | | | | | | | 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | | | * | Filed herewith | | | ** | Furnished herewith | | **Item 16. Form 10-K Summary.** **** None. **** 30 **** **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, thereunto duly authorized. | | EUREKA ACQUISITION CORP | | | | | | | Date: December 12, 2025 | | | | | By: | /s/ Fen Zhang | | | | | Fen Zhang | | | | | Chief Executive Officer, Chairman and Secretary | | | | | (Principal Executive Officer) | | Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Name | | Position | | Date | | | | | | | | | | /s/ Fen Zhang | | Chief Executive Officer, Chairman and Director | | December 12, 2025 | | | Fen Zhang | | (Principle Executive Officer) | | | | | | | | | | | | /s/ Zhechen Wang | | Chief Financial Officer | | December 12, 2025 | | | Zhechen Wang | | (Principal Accounting and Financial Officer) | | | | | | | | | | | | /s/ Cameron Johnson | | Director | | December 12, 2025 | | | Cameron Johnson | | | | | | | | | | | | | | /s/ Lauren Simmons | | Director | | December 12, 2025 | | | Lauren Simmons | | | | | | | | | | | | | | /s/ Kevin McKenzie | | Director | | December 12, 2025 | | | Kevin McKenzie | | | | | | 31 **EUREKA ACQUISITION CORP** **** **INDEX TO CONSOLIDATED FINANCIAL STATEMENTS** | Report of Independent Registered Public Accounting Firm (PCAOB ID: 5395) | F-2 | | | Consolidated Balance Sheets | F-3 | | | Consolidated Statements of Operations | F-4 | | | Consolidated Statements of Changes in Shareholders (Deficit) Equity | F-5 | | | Consolidated Statements of Cash Flows | F-6 | | | Notes to Consolidated Financial Statements | F-7 | | F-1 **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Shareholders and Board of Directors of Eureka Acquisition Corp. **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheets of Eureka Acquisition Corp. (the Company) as of September 30, 2025 and 2024, the related consolidated statements of operation, shareholders (deficit) equity and cash flows for each of the two years ended September 30, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and its cash flows for each of the two years ended September 30, 2025, in conformity with accounting principles generally accepted in the United States of America. **Explanatory Paragraph Going Concern** The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before January 3, 2026 or by making additional contributions to the trust to extend the business combination deadline by an additional 6 months through July 3, 2026. The Company entered into a business combination agreement with a business combination target on October 29, 2025; however, the completion of this transaction is subject to the approval of the Companys stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund its operations, and complete the transaction prior to July 3, 2026, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after July 3, 2026, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about the Companys ability to continue as a going concern. Managements plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as a going concern. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Marcum Asia CPAs LLP Marcum Asia CPAs LLP We have served as the Companys auditor since 2023. **** New York, NY December 12, 2025 F-2 **** **EUREKA ACQUISITION CORP CONSOLIDATED BALANCE SHEETS** | | | As of September 30, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | Assets | | | | | | | | | Current Assets | | | | | | | | | Cash | | $ | 51,431 | | | $ | 670,352 | | | | Prepaid expenses | | | 47,877 | | | | 63,845 | | | | Total Current Assets | | | 99,308 | | | | 734,197 | | | | | | | | | | | | | | | Deferred offering costs | | | | | | | | | | | Investments held in Trust Account | | | 31,338,322 | | | | 58,109,787 | | | | Total Assets | | $ | 31,437,630 | | | $ | 58,843,984 | | | | | | | | | | | | | | | Liabilities, Shares Subject to Redemption, and Shareholders (Deficit) Equity | | | | | | | | | | | Current Liabilities | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 174,581 | | | $ | 39,723 | | | | Due to related party - administrative service fee | | | 50,000 | | | | 10,000 | | | | Promissory noterelated party | | | 500,000 | | | | | | | | Total Current Liabilities | | | 724,581 | | | | 49,723 | | | | Total Liabilities | | | 724,581 | | | | 49,723 | | | | | | | | | | | | | | | Commitments and Contingencies (Note 6) | | | | | | | | | | | | | | | | | | | | | | ClassA ordinary shares subject to possible redemption, $0.0001 par value, 390,000,000 shares authorized, 2,930,233 shares and 5,750,000 shares issued and outstanding as of September 30, 2025 and 2024, respectively | | | 31,338,322 | | | | 55,929,275 | | | | | | | | | | | | | | | Shareholders Equity | | | | | | | | | | | Preference shares, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding | | | | | | | | | | | ClassA ordinary shares, $0.0001 par value, 390,000,000 shares authorized, 458,000 shares (excluding 2,930,233 shares and 5,750,000 shares subject to possible redemption as of September 30, 2025 and 2024, respectively) | | | 46 | | | | 46 | | | | ClassB ordinary shares, $0.0001 par value, 100,000,000 shares authorized, 1,437,500 shares issued and outstanding as of September 30, 2025 and 2024 | | | 144 | | | | 144 | | | | Additional paid-in capital | | | | | | | 2,614,400 | | | | Retained earnings (accumulated deficit) | | | (625,463 | ) | | | 250,396 | | | | Total Shareholders (Deficit) Equity | | | (625,273 | ) | | | 2,864,986 | | | | Total Liabilities, Shares Subject to Redemption, and Shareholders (Deficit) Equity | | $ | 31,437,630 | | | $ | 58,843,984 | | | The accompanying notes are an integral part of these consolidated financial statements. F-3 **EUREKA ACQUISITION CORP CONSOLIDATED STATEMENTS OF OPERATIONS** **** | | | For the Year Ended September 30, | | | | | | 2025 | | | 2024 | | | | General and administrative expenses | | $ | 859,747 | | | $ | 354,066 | | | | Loss from operations | | | (859,747 | ) | | | (354,066 | ) | | | Other income: | | | | | | | | | | | Interest income | | | 2,230,500 | | | | 609,787 | | | | Income before income taxes | | | 1,370,753 | | | | 255,721 | | | | Income taxes provision | | | | | | | | | | | Net income | | $ | 1,370,753 | | | $ | 255,721 | | | | | | | | | | | | | | | Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption | | | 5,039,264 | | | | 1,387,978 | | | | Basic and diluted net income per share, Class A ordinary shares subject to possible redemption | | $ | 0.44 | | | $ | 0.56 | | | | Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares | | | 1,895,500 | | | | 1,548,308 | | | | Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares | | $ | (0.44 | ) | | $ | (0.34 | ) | | The accompanying notes are an integral part of these consolidated financial statements. F-4 **EUREKA ACQUISITION CORP CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS (DEFICIT) EQUITY** **** **For the Year Ended September 30, 2025** **** | | | | | | | | | Retained | | | | | | | | | Ordinary Shares | | | Additional | | | Earnings | | | Total | | | | | | ClassA | | | ClassB | | | Paid-in | | | (Accumulated | | | Shareholders | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Deficit) | | | Deficit | | | | Balance as of September30, 2024 | | | 458,000 | | | $ | 46 | | | | 1,437,500 | | | $ | 144 | | | $ | 2,614,400 | | | $ | 250,396 | | | $ | 2,864,986 | | | | Accretion of carrying value to redemption value | | | | | | | | | | | | | | | | | | | (2,614,400 | ) | | | (1,796,612 | ) | | | (4,411,012 | ) | | | Extension fees deposited into trust account | | | | | | | | | | | | | | | | | | | | | | | (450,000 | ) | | | (450,000 | ) | | | Net income | | | | | | | | | | | | | | | | | | | | | | | 1,370,753 | | | | 1,370,753 | | | | Balance as of September 30, 2025 | | | 458,000 | | | $ | 46 | | | | 1,437,500 | | | $ | 144 | | | $ | | | | $ | (625,463 | ) | | $ | (625,273 | ) | | **** **For the Year Ended September 30, 2024** | | | Ordinary Shares | | | Additional | | | | | | Total | | | | | | ClassA | | | ClassB | | | Paid-in | | | Retained | | | Shareholders | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Capital | | | Earnings | | | Equity | | | | Balance as of September30, 2023 | | | | | | $ | | | | | 1,437,500 | | | $ | 144 | | | $ | 24,856 | | | $ | (5,325 | ) | | $ | 19,675 | | | | Issuance of Private Placement Units | | | 228,000 | | | | 23 | | | | | | | | | | | | 2,279,977 | | | | | | | | 2,280,000 | | | | Issuance of representative shares | | | 230,000 | | | | 23 | | | | | | | | | | | | 301,277 | | | | | | | | 301,300 | | | | Issuance of Public Rights, net of issuance cost of $45,930 | | | | | | | | | | | | | | | | | | | 1,219,070 | | | | | | | | 1,219,070 | | | | Transfer Class B shares to independent directors | | | | | | | | | | | | | | | | | | | 38,479 | | | | | | | | 38,479 | | | | Accretion of carrying value to redemption value | | | | | | | | | | | | | | | | | | | (1,249,259 | ) | | | | | | | (1,249,259 | ) | | | Net income | | | | | | | | | | | | | | | | | | | | | | | 255,721 | | | | 255,721 | | | | Balance as of September 30, 2024 | | | 458,000 | | | $ | 46 | | | | 1,437,500 | | | $ | 144 | | | $ | 2,614,400 | | | $ | 250,396 | | | $ | 2,864,986 | | | The accompanying notes are an integral part of these consolidated financial statements. F-5 **EUREKA ACQUISITION CORP CONSOLIDATED STATEMENTS OF CASH FLOWS** | | | For the Year Ended September 30, | | | | | | 2025 | | | 2024 | | | | Cash Flows from Operating Activities: | | | | | | | | | Net income (loss) | | $ | 1,370,753 | | | $ | 255,721 | | | | Adjustment to reconcile net loss to net cash used in operating activities: | | | | | | | | | | | Stock-based compensation | | | | | | | 38,479 | | | | Interest earned on marketable securities held in Trust Account | | | (2,230,500 | ) | | | (609,787 | ) | | | Changes in operating assets and liabilities: | | | | | | | | | | | Prepaid expenses | | | 15,968 | | | | (16,645 | ) | | | Due to a related party | | | 40,000 | | | | 10,000 | | | | Accounts payable and accrued expenses | | | 134,858 | | | | 39,723 | | | | Net Cash Used in Operating Activities | | | (668,921 | ) | | | (282,509 | ) | | | | | | | | | | | | | | Cash Flows from Investing Activities: | | | | | | | | | | | Cash deposited in trust account | | | (450,000 | ) | | | | | | | Cash withdrawn from Trust Account to pay public shareholder redemptions | | | 29,451,965 | | | | | | | | Purchase of investment held in Trust Account | | | | | | | (57,500,000 | ) | | | Net Cash Used in Investing Activities | | | 29,001,965 | | | | (57,500,000 | ) | | | | | | | | | | | | | | Cash Flows from Financing Activities: | | | | | | | | | | | Proceeds from sale of public units | | | | | | | 57,500,000 | | | | Proceeds from sale of private placement units | | | | | | | 2,280,000 | | | | Proceeds from issuance of promissory note to related party | | | 500,000 | | | | 377,500 | | | | Payment of underwriter commissions | | | | | | | (862,500 | ) | | | Repayment of promissory note - related party | | | | | | | (481,511 | ) | | | Repayment of due to related party | | | | | | | (1,056 | ) | | | Payment of public shareholder redemptions | | | (29,451,965 | ) | | | | | | | Payment of offering costs | | | | | | | (359,572 | ) | | | Net Cash Provided by Financing Activities | | | (28,951,965 | ) | | | 58,452,861 | | | | | | | | | | | | | | | Net Change in Cash | | | (618,921 | ) | | | 670,352 | | | | | | | | | | | | | | | Cash, Beginning of Year | | | 670,352 | | | | | | | | Cash, End of Year | | $ | 51,431 | | | $ | 670,352 | | | | | | | | | | | | | | | Supplemental Disclosure of Cash Flow Information: | | | | | | | | | | | Deferred offering costs paid via promissory note related party | | $ | | | | $ | | | | | Reversal of offering costs being waived | | $ | | | | $ | (100,000 | ) | | | Accretion of carrying value to redemption value of Class A redeemable ordinary shares | | $ | 4,411,012 | | | $ | 1,249,259 | | | The accompanying notes are an integral part of these consolidated financial statements. F-6 **EUREKA ACQUISITION CORP NOTES TO CONSOLIDATED FINANCIAL STATEMENTS** **Note1Organization, Business Operation and Going Concern Consideration** **** Eureka Acquisition Corp (the Company or Eureka) is a blank check company incorporated in the Cayman Islands on June13, 2023. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which is referred to as a target business. (the Business Combination) The Company does not have any specific Business Combination under consideration and the Company has not (nor has anyone on its behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction. The Companys efforts to identify a prospective target business will not be limited to a particular industry or geographic location but will initially focus on Asia. The Company may consummate a Business Combination with an entity located in Peoples Republic of China (PRC including HongKong and Macau). Further, due to the fact that a majority of the Companys executive officers and directors are located in or have significant ties to China, it may make us a less attractive partner to certain potential target businesses, including non-Chinaor non-HongKong-basedtarget companies, and such perception may potentially limit or negatively impact its search for an initial Business Combination or may therefore make it more likely for the Company to consummate a Business Combination with a company based in or having the majority of its operations in PRC and/or HongKong. The Company has selected September30 as its fiscal year end. As of September 30, 2025, the Company had not commenced any operations. For the period from June13, 2023 (inception) through September 30, 2025, the Companys efforts have been limited to organizational activities as well as activities related to the initial public offering (the IPO) described below, and subsequent to the IPO, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operatingincome in the form of dividend and/or interest income from the proceeds derived from the IPO and sale of Private Units(as defined below). The Companys management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Companys founder and sponsor is Hercules Capital Management Corp, a British Virgin Islands company (the Sponsor). The Companys ability to commence operations is contingent upon obtaining adequate financial resources through the IPO (see Note3) and a private placement to the initial shareholder (see Note4). The registration statement for the Companys IPO was declared effective on July 1, 2024. On July 3, 2024, the Company consummated its IPO of 5,000,000 units (Units). Each Unit consists of one Class A ordinary share, $0.0001 par value per share, and one right to receive one-fifth of one Class A ordinary share upon the completion of the initial Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $50,000,000. On July 3, 2024, the underwriter notified the Company of its exercise of the over-allotment option in full to purchase additional 750,000 Units (the Option Units) of the Company (the Over-Allotment Option). As a result, on July 8, 2024, 750,000 Units were sold to the underwriter at an offering price of $10.00 per Option Unit (the Option Units and together with the Units, collectively, the Public Units), generating gross proceeds of $7,500,000. Simultaneously with the consummation of the IPO and the sale of the Units, the Company consummated the private placement of 216,750 units (the Initial Private Placement Units) to the Sponsor at a price of $10.00 per Initial Private Placement Unit, generating total proceeds of $2,167,500, which is described in Note 4. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of additional 11,250 units (the Additional Private Units and together with the Initial Private Placement Units, collectively, the Private Units) to the Sponsor at a purchase price of $10.00 per Additional Private Unit, generating gross proceeds of $112,500. Transaction costs amounted to $1,600,914 consisting of $862,500 underwriting commissions which were paid in cash at the closing date of the IPO and Over-allotment Option, $301,300 of the Representative Shares (discussed in the below), $150,000 of underwriter expenses, and $287,114 of other offering costs. At the closing date of the IPO and Over-allotment Option, cash of $827,216 was held outside of the Trust Account (as defined below) and is available for the payment of accrued offering costs and for working capital purposes. In conjunction with the IPO, the Company issued to the underwriter 200,000 Class A ordinary shares for no consideration (the Representative Shares) with an estimated fair value of $262,000. In connection with the issuance and sales of the Option Units, the Company issued an additional 30,000 Representative Shares with an estimated fair value of $39,300 to the underwriter. The fair value of the Representative Shares accounted for as compensation under Accounting Standards Codification (ASC) 718, Compensation Stock Compensation (ASC 718) is included in the offering costs. F-7 The Companys initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the balance in the Trust Account (as defined below), (less any taxes payable on interest earned) at the time of execution of the definitive agreement in connection with its initial Business Combination. However, the Company will only complete a Business Combination if the post-transactioncompany owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for the post-transactioncompany not to be required to register as an investment company under the Investment Company Actof1940, as amended (the Investment Company Act). The Company does not believe that its anticipated principal activities will subject the Company to the Investment Company Act. There is no assurance that the Company will be able to complete a Business Combination successfully. Upon the closing of the IPO, management has agreed that at least $10.00 per Public Unit sold in the IPO would be held into a U.S.-basedtrust account (Trust Account). The funds held in the Trust Account will be invested only in U.S.government treasury bills with a maturity of 185days or less, or in money market funds meeting the applicable conditions of Rule2a-7promulgated under the Investment Company Act which invest solely in direct U.S.government treasury or in an interest bearing or non-interest bearing demand deposit account. Except with respect to divided and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay the Companys tax obligation, if any, the proceeds from the IPO and the sale of the Private Units that are deposited and held in the Trust Account will not be released from the Trust Account until the earliest to occur of (i)the completion of the Companys initial Business Combination, (ii)the redemption of any public shares properly tendered in connection with a shareholder vote to amend the companys amended and restated memorandum and articles of association to (A)modify the substance or timing of obligation to redeem 100% of our public shares if the Company does not complete the Companys initial Business Combination by July 3, 2025 (or up toJanuary 3, 2026 if the Company extends the period of time to consummate a Business Combination, each by an additional month) (the Combination Period) or (B)with respect to any other provision relating to shareholders rights or pre-BusinessCombination activity and (iii)the redemption of all of the Companys public shares if the company are unable to complete their initial Business Combination within Combination Period, subject to applicable law. In no other circumstances will a public shareholder have any right or interest of any kind to or in the Trust Account. 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. The Company has determined not to consummate any Business Combination unless the Company has net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule419 promulgated under the Securities Act. However, if the Company seeks to consummate an initial Business Combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the Trust Account upon consummation of such initial Business Combination, its net tangible asset threshold may limit the Companys ability to consummate such initial Business Combination (as the Company may be required to have a lesser number of shares redeemed) and may force the Company to seek third party financing which may not be available on terms acceptable to the Company or at all. As a result, the Company may not be able to consummate such an initial Business Combination and the Company may not be able to locate another suitable target within the applicable time period, if at all. The Company currently has until January 3, 2026 (or up toJuly 3, 2026 if the Company extends the period of time to consummate a Business Combination) to complete its initial Business Combination. If the Company is unable to complete its initial Business Combination by January 3, 2026 (or up toJuly 3, 2026 if fully extended), the Company will: (i)cease all operations except for the purpose of winding up, (ii)as promptly as reasonably possible but not more than tenbusinessdays thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $50,000 of interest to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its Public Rights or private placement rights, which will expire worthless if the Company fails to complete its initial Business Combination by January 3, 2026 (or up to July 3, 2026 if fully extended). On March 20, 2025, the Companys board of directors accepted the resignation of Dr. M. Anthony Wong, the independent director, resigning from his position as a director of the Company. Concurrently, the Company, by ordinary resolutions of its directors, appointed Mr. Cameron Richard Johnson as the independent director of the Company to fill the vacancy, effective immediately. Mr. Cameron Richard Johnson was also appointed as the chairperson of the Audit Committee and a member of the Compensation Committee. We entered into an Indemnity Agreement with Mr. Johnson on March 20, 2025, accordingly. In connection with the appointment of Mr. Johnson as the director of the Company, the Sponsor issued a share purchase option dated March 20, 2025 (the Share Purchase Option) to Mr. Johnson, entitling Mr. Johnson to acquire 10,000 ordinary shares of the Company held by the Sponsor (the Founder Shares) upon the exercise of the Share Purchase Option once the existing lock-up term on such Founder Shares expires pursuant to the terms and arrangements thereunder. On September 29, 2025, 17358750 Canada Inc., a company incorporated under the Canada Business Corporations Act and a wholly owned subsidiary of Eureka, was formed in connection with a contemplated business combination (the Amalgamation Sub). Amalgamation Sub has no principal operations or revenue producing activities. F-8 **Proposed Business Combination with Marine Thinking** On October 29, 2025, the Company entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the BCA), with Marine Thinking Inc. (Marine Thinking), an autonomous ship and fleet solution providing company incorporated under the Canada Business Corporations Act (CBCA), and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of Eureka (the Amalgamation Sub, together with Eureka and Marine Thinking, the Parties, and each, a Party). The BCA contemplates that the business combination among Eureka, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the time when the Amalgamation (as defined below) becomes effective (the Amalgamation Effective Time), Eureka shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the domestication to Canada under the CBCA (the SPAC Continuance). Upon the completion of the SPAC Continuance, the name of Eureka shall be changed from Eureka Acquisition Corp to Marine Thinking Holdings Inc. or such other name as the Parties may agree on; and (ii) 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), Marine Thinking 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 Marine Thinking and Amalgamation Sub and in accordance with section 181 of the CBCA (the Amalgamation). Following the Amalgamation Effective Time, Amalco will become a direct wholly owned subsidiary of Eureka. **Support Agreement** Concurrently with the execution of the BCA, the Sponsor, Eureka and Marine Thinking have entered into a support agreement (the Support Agreement) pursuant to which, among other things, the Sponsor agreed to (i) vote, or cause to be voted or consented at any meeting of the shareholders of Eureka, or in any action by written consent of the shareholders, all of its SPAC Shares (as defined in the BCA) which Eureka the Sponsor owns of record or has the power to vote as of the record date for such meeting (the Sponsor Shares), (a) in favor of the approval and adoption of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with Marine Thinking; and (ii) not to transfer any Sponsor Shares until the Expiration Time (as defined in the Support Agreement). **Voting Agreement** Concurrent with the execution and delivery of the BCA, Marine Thinking, Eureka, the Amalgamation Sub and certain shareholders of Marine Thinking (the Requisite Shareholders), have entered into a voting agreement (the Voting Agreement), pursuant to which the Requisite Shareholders agreed to, among other things, (i) vote, or cause to be voted or consented at a meeting of the holders of the common shares in the capital of Marine Thinking (Target Shareholders), or in any action by written consent of the shareholders, all common shares of Marine Thinking which the Requisite Shareholders own of record or have the power to vote (including any successor shares of Company of which ownership of record or the power to vote is hereafter acquired by the Requisite Shareholders prior to the termination of the Company Voting Support Agreement) (the Subject Shares), (a) in favor of the approval and adoption of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with Eureka; and (ii) not to transfer any Subject Shares until the Expiration Time (as defined in the Voting Agreement). **** **Registration Rights Agreement** The BCA contemplates that, at the Closing, Eureka, the Sponsor, each of the Target Shareholders and certain other parties named therein will enter into an amended and restated registration rights agreement (the Registration Rights Agreement), pursuant to which Eureka will agree to register for resale, pursuant to applicable securities laws and regulations, with respect to the registrable securities held by the Holders (as defined in the Registration Rights Agreement). **** F-9 **** **Lock-UpAgreements** The BCA contemplates that at the Closing, each of the Sponsor and certain of the Target Shareholders will enter into a lock-up agreement (collectively, the Lock-up Agreements), pursuant to which (i) the Sponsor agrees on certain restrictions on transfer of SPAC Class B Shares (as defined in the BCA) held by the Sponsor immediately prior to the Closing; and (ii) certain of the Target Shareholders agree on certain restrictions on transfer of SPAC Shares held by them immediately after the Closing, including any shares issuable upon the exercise of any rights, options, warrants or other securities to purchase any SPAC Shares held by them immediately after the Closing, or any rights, options, warrants or other securities convertible into or exercisable or exchangeable for any SPAC Shares held by them immediately after the Closing. The lock-up period commences on the Amalgamation Effective Time and continues until the earlier of (i) three-hundred and sixty-five (365) days after the Closing, or (ii) the date on which Eureka completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Eurekas shareholders having the right to exchange their SPAC Shares or other equity securities of Eureka for cash, securities or other property. **Option Purchase Agreement** On July 6, 2025, the Sponsor and Marine Thinking entered into an option purchase agreement (as amended on September 2, 2025, the Option Purchase Agreement), pursuant to which the Sponsor agreed to sell to Marine Thinking, and Marine Thinking agreed to purchase from the Sponsor, an option to purchase 583,333 SPAC Shares held by the Sponsor (the Option Securities) for an aggregate purchase price of $1,750,000. The aggregate exercise price of the option itself is $1.00 for all of the Option Securities. The optionsare exercisable for the period commencing on the expiration or early release of applicable transfer restrictions on the Option Securities (as provided in the letter agreement dated July 2, 2024 entered into by and among Eureka, the Sponsor and certain other parties in connection with the IPO) and ending on July 5, 2026.On September 23, 2025, Marine Thinking entered into an option assignment agreement (the Option Assignment Agreement) and assigned its rights, interests and obligations in whole under the Option Purchase Agreement to a company that is owned by the current shareholders of Marine Thinking in substantially similar proportions as their respective shareholdings in Marine Thinking. **Finders Agreement** On April 1, 2025, Eureka entered into a finders agreement (the Finders Agreement) with Alpha Innovators Limited, a British Virgin Islands exempted company (the Finder), pursuant to which the Finder agreed to introduce potential targets to Eureka. If Eureka consummates a business combination with one or more targets introduced by the Finder during the term of the Finders Agreement and a period of twelve (12) months following the termination of the Finders Agreement, then Eureka shall issue to the Finder or its designated affiliates, upon the completion of each business combination(s) and as complete and full compensation for the Finder under Finders Agreement, a number of SPAC Class A Shares equal to the quotient obtained by dividing 3% of the Company Valuation (as defined in the BCA) by the Redemption Price (as defined in the BCA). **June 2025 Shareholder Meeting** On June 30, 2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the Extraordinary General Meeting). At the Extraordinary General Meeting, the shareholders of the Company approved the proposal (the Charter Amendment Proposal) to amend the Companys Second Amended and Restated Memorandum and Articles of Association, 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 two times, each by an additional three-month extension, for a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the Current Charter) 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 Company agreed that it would not withdraw any interest from the Trust Account for payment of dissolution expenses. In connection with the Extraordinary General Meeting, 2,819,767Class A Ordinary Shares were rendered for redemption, and approximately $29 million was released from the Trust Account to pay such redeeming shareholders. **** F-10 **** **Trust Amendment** 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). The Trust Amendment provides that, among other things, for each Monthly Extension, the amount of $150,000 (the Monthly Extension Fee) shall be deposited into the trust account of the Company (the Trust Account), 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. **Extensions and Extension Notes** Pursuant to the Current Charter, the Company currently has until January 3, 2026 to complete its business combination, which may be extended up to July 3, 2026 if fully extended by Monthly Extensions. If the Company is unable to complete its initial Business Combination by January 3, 2026 (or up to July 3, 2026 if fully extended), the Company will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to its public rights or private placement rights, which will expire worthless if the Company fails to complete its initial Business Combination by January 3, 2026 (or up to July 3, 2026 if fully extended). As of the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been deposited into the Trust Account, among which $150,000 was paid by the Company from its working capital and $750,000 was paid by the Sponsor. In connection with the Sponsors payment of the Monthly Extension Fee, the Company issued five unsecured promissory notes in the aggregate principal amount of $600,000 (the Extension Notes) to the Sponsor. The Extension Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of the a business combination or (ii) the date of expiry of the term of the Company. The Sponsor, has the right, but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into private units (the Conversion Units) of the Company, each consisting of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a business combination. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. **Going Concern Consideration** **** As of September 30, 2025, the Company had $51,431 of cash and a working capital deficit of $625,273. The Company has incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans. The Company currently has no commitments to receive such financing and there is no assurance that the Companys plans to raise capital will be successful. In addition, the Company has until January 3, 2026 (or up to July 3, 2026 if fully extended) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the Combination Period, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association. In connection with the Companys assessment of going concern considerations in accordance with Financial Accounting Standards Boards Accounting Standards Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern, management has determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along with the need to receive additional financing, raise substantial doubt about the Companys ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The audited consolidated financial statements do not include any adjustments that might result from the Companys inability to continue as a going concern. **** F-11 **** **Risks and Uncertainties** **** Various social and political circumstances in the U.S. and around the world (including rising trade tensions between the U.S. and China, and other uncertainties regarding actual and potential shifts in the U.S. and foreign, trade, economic and other policies with other countries), may contribute to increased market volatility and economic uncertainties or deterioration in the U.S. and worldwide. As a result of these circumstances and the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Companys ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Companys ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Companys financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The audited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. **Note2Significant Accounting Policies** **** **Basis of Presentation** **** The accompanying audited consolidated financial statements are presented in conformity with accounting principles generally accepted in the UnitedStates of America (U.S. GAAP) and pursuant to the rulesand regulations of the SEC.In the opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of the financial statements, have been included. **** **Principles of consolidation** The audited consolidated financial statements include the financial statements of the Company and its wholly owned subsidiaries. All transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation. **** **Emerging Growth Company Status** **** The Company is an emerging growth company, as defined in Section2(a)of the Securities Actof1933, as amended, (the Securities Act), as modified by the Jumpstart Our Business Startups Actof2012, (the JOBS Act), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-OxleyAct, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section102(b)(1)of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the ExchangeAct) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerginggrowth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make a comparison of the Companys audited consolidated financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. **** **Use of Estimates** **** The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make 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 amounts of expenses during the reporting period. Actual results could differ from those estimates. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. F-12 **Cash and Cash Equivalents** **** The Company considers all short-terminvestments with an original maturity of threemonths or less when purchased to be cash equivalents. As of September 30, 2025 and 2024, the Company had $51,431 and $670,352 in cash, respectively, and none in cash equivalents for both periods. **Concentration of Credit Risk** Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Companys financial condition. As of September 30, 2025 and 2024, the Company has not experienced losses on these accounts. **Investment Held in Trust Account** The Companys portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. These securities are presented on the balance sheet at fair value at the end of each reporting period. Earnings on investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the accompanying statements of operations. The estimated fair value of investments held in the Trust Account is determined using available market information. Upon maturity of these U.S. government securities on December 12, 2024, the Company invested the proceeds into an interest-bearing demand deposit account, which comprised of the entire balance of the Trust Account as of September 30, 2025, generating $2,230,500 in interest income during the year ended September 30, 2025. For the year ended September 30, 2024, the Company earned $609,787 in interest income, which included earnings on the U.S. government treasury bills through their maturity date. **Offering Costs associated with Initial Public Offering** **** Offering costs were $1,600,914 consisting principally of underwriting, legal and other expenses incurred through the balance sheet date that were related to the IPO and were charged to shareholders equity upon the completion of the IPO. The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A - Expenses of Offering. The Company allocates offering costs among public shares, Public Rights and Private Units based on the relative fair values of public shares, Public Rights and Private Units. Accordingly, $1,554,984 was allocated to Public Shares and charged to temporary equity, and $45,930 was allocated to Public Rights and Private Units and charged to shareholders equity. **ClassA ordinary shares subject to possible redemption** The Company accounts for its ClassA ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic480, Distinguishing Liabilities from Equity (ASC480). Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument and will be measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Companys control) will be classified as temporary equity. At all other times, ordinary shares will be classified as shareholders equity. In accordance with ASC480-10-S99, the Company classifies the ClassA ordinary shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control of the Company. Given that the 5,750,000 ClassA ordinary shares sold as part of the Units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying value of ClassA ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with ASC470-20. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i)accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii)recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize the changes in redemption value as a charge against retained earnings or, in the absence of retained earnings, as a charge against additional paid-in-capital over an expected 12-month period,which is the initial period that the Company has to completea Business Combination. F-13 Accordingly, as of September 30, 2025 and 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders equity on the Companys balance sheet in the following table: | | | Shares | | | Amount | | | | Gross proceeds from IPO | | | 5,750,000 | | | $ | 57,500,000 | | | | Less: | | | | | | | | | | | Proceeds allocated to Public Rights | | | | | | | (1,265,000 | ) | | | Allocation of offering costs related to redeemable shares | | | | | | | (1,554,984 | ) | | | Plus: | | | | | | | | | | | Accretion of carrying value to redemption value | | | | | | | 639,472 | | | | Subsequent measurement of ordinary shares to redemption value | | | | | | | 609,787 | | | | Class A ordinary shares subject to possible redemption September 30, 2024 | | | 5,750,000 | | | | 55,929,275 | | | | Plus: | | | | | | | | | | | Accretion of carrying value to redemption value | | | | | | | 2,180,512 | | | | Remeasurement of carrying value to redemption value | | | | | | | 2,230,500 | | | | Less: | | | | | | | | | | | Public shareholder redemptions | | | (2,819,767 | ) | | | (29,451,965 | ) | | | Extension fees | | | | | | | 450,000 | | | | Class A ordinary shares subject to possible redemption September 30, 2025 | | | 2,930,233 | | | $ | 31,338,322 | | | **Net Income (Loss) Per Ordinary Share** The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The consolidated statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders. The calculation of diluted income per ordinary share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the exercise of the units is contingent upon the occurrence of future events. As of September 30, 2025 and 2024, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in the earnings of the Company.As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented. The net income (loss) per share presented in the statement of operations is based on the following: **** | | | For the Year Ended September30, 2025 | | | For the Year Ended September30, 2024 | | | | Net income | | $ | 1,370,753 | | | $ | 255,721 | | | | Accretion of Class A ordinary shares to redemption value | | | (4,411,012 | ) | | | (1,249,259 | ) | | | Net loss including accretion of Class A ordinary shares to redemption value | | $ | (3,040,259 | ) | | $ | (993,538 | ) | | F-14 | | | For the Year Ended September 30, 2025 | | | For the Year Ended September 30, 2024 | | | | | | Redeemable Class A Ordinary Shares | | | Non-redeemable Class A and Class B Ordinary Shares | | | Redeemable Class A Ordinary Shares | | | Non-redeemable Class A and Class B Ordinary Shares | | | | Basic and diluted net income (loss) per ordinary share | | | | | | | | | | | | | | | Numerator: | | | | | | | | | | | | | | | Allocation of net loss | | $ | (2,209,256 | ) | | $ | (831,003 | ) | | $ | (469,643 | ) | | $ | (523,895 | ) | | | Accretion of Class A ordinary shares subject to possible redemption to redemption value | | | 4,411,012 | | | | | | | | 1,249,259 | | | | | | | | Allocation of net income (loss) | | | 2,201,756 | | | | (831,003 | ) | | | 779,616 | | | | (523,895 | ) | | | | | | | | | | | | | | | | | | | | | | Denominator: | | | | | | | | | | | | | | | | | | | Basic and diluted weighted average shares outstanding | | | 5,039,264 | | | | 1,895,500 | | | | 1,387,978 | | | | 1,548,308 | | | | Basic and diluted net income (loss) per ordinary share | | $ | 0.44 | | | $ | (0.44 | ) | | $ | 0.56 | | | $ | (0.34 | ) | | **** **Fair Value of Financial Instruments** The fair value of the Companys assets and liabilities, which qualify as financial instruments under FASB ASC820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. The Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Companys principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entitys own assumptions based on market data and the entitys judgments about the assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information available in the circumstances. | | | Level 1Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. | | | | | Level 2Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. | | | | | Level 3Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. | | **** **Income Taxes** The Company accounts for income taxes under ASC740 Income Taxes (ASC740). ASC740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. F-15 ASC740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. Based on the Companys evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Companys financial statements. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2025. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of theCayman Islands. In accordance withCayman Islandsfederal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Companys financial statements. **Stock-based compensation** **** The Company recognizes compensation costs resulting from the issuance of stock-based awards to directors as an expense in the financial statement over the requisite service period based on a measurement of fair value for each stock-based award. The fair value is amortized as compensation cost on a straight-line basis over the requisite service period of the awards. The Black-Scholes-Merton option-pricing model includes various assumptions, including the fair market value of the estimated stock price of the Company, expected life of shares, the expected volatility and the expected risk-free interest rate, among others. These assumptions reflect the Companys best estimates, but they involve inherent uncertainties based on market conditions generally outside the control of the Company. The estimated fair value of the option to purchase 10,000 Founder Shares is approximately $102,623. This amount will be recognized upon completion of the business combination. **Recent Accounting Pronouncements** In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information. ASU No. 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 in the annual report for the year ended September 30, 2025 (see Note 9). In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which enhances the transparency and usefulness of income tax disclosures. ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024. Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance. The Company is currently evaluating the impact of adopting ASU 2023-09 on its financial statements. As a Cayman Island entity, the Company is not subject to income taxes, as such, the Company does not expect any impact of adopting ASU 2023-09 on its consolidated financial statements. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Companys financial statements. **Note3Initial Public Offering** On July 3, 2024, the Company sold 5,000,000 Units, at a price of $10.00 per Unit. Each Unit consists of one Class A ordinary share, par value $0.0001 per share and one right (the Public Right). Each Public Right entitles the holder to purchase one-fifth (1/5) of one Class A ordinary share upon the consummation of the Companys initial Business Combination.The Company will not issue fractional shares. As a result, the holder must hold Public Rights in multiples of five (5) in order to receive shares for all of their Public Rights upon closing of a Business Combination. The Company also granted the underwriters a 45-day option to purchase up to an additional 750,000units to cover over-allotments, if any.On July 3, 2024, theunderwriternotified the Company of its exercise of Over-Allotment Option in full to purchase an additional 750,000 Option Units of the Company. On July 8, 2024, 750,000 Option Units were sold to theunderwritersat an offering price of $10.00 per Option Unit, generating gross proceeds of $7,500,000. **Note4Private Placement** Simultaneously with the closing of the IPO, the Sponsor purchased anaggregate of 216,750 Initial Private Placement Units at a price of $10.00 per Initial Private Placement Units for an aggregate purchase price of $2,167,500. Each Initial Private Placement Unit was identical to the Public Units sold in the IPO, except as described below. Simultaneously with the closing of the Option Units on July 8, 2024, the Company consummated the sale of additional 11,250 Additional Private Placement Units to the Sponsor at a price of $10.00 per Additional Private Placement Unit, generating total proceeds of $112,500. F-16 There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares (as defined below), the Class A ordinary shares included in the Private Units (the Private Shares) or private placement rights. The rights will expire worthless if the Company does not consummate a Business Combinationby January 3, 2026 (or up to July 3, 2026 if the Company extends the period of time to consummate a Business Combination). Each Private Unit are identical to the Public Units sold in the IPO, except that it will not be redeemable, transferable, assignable or salable by the Sponsor until the completion of its initial Business Combination, except in each case (a)to the Companys officers or directors, any affiliates or family members of any of its officers or directors, any members of the Sponsor, or any affiliates of the Sponsor, (b)in the case of an individual, by gift to a member of the individuals immediate family or to a trust, the beneficiary of which is a member of the individuals immediate family or an affiliate of such person, or to a charitable organization; (c)in the case of an individual, by virtue of laws of descent and distribution upon death of the individual; (d)in the case of an individual, pursuant to a qualified domestic relations order; (e)in the event of the Companys liquidation prior to the completion of its initial Business Combination; or (f)by virtue of the laws of the Cayman Islands or the Sponsors operating agreement upon dissolution of the Sponsor; provided, however, that in the case of clauses(a)through (e)or (f)these permitted transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and by the same agreements entered into by the Sponsor with respect to such securities (including provisions relating to voting and liquidation distributions). **Note5Related Party Transactions** **** **Founder Shares** On July4, 2023 and September29, 2023, the Sponsor acquired 100 and 1,437,400 ClassB ordinary share (the Founder Shares), respectively, for an aggregate purchase price of $25,000, or approximately $0.02 per share. As of September 30, 2025, there were 1,437,500 Founder Shares issued and outstanding, among which, up to 187,500 Founder Shares were subject to forfeiture if the underwriters over-allotment was not exercised.On July 8, 2024, the underwriters exercised their Over-Allotment Option in full, hence, all 187,500 Founder Shares were no longer subject to forfeiture. All shares and associated amounts have been retroactively restated to reflect the new issuance. The Founder Shares are identical to the ClassA ordinary shares included in the Public Unitsbeing sold in the IPO, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (i)holders of the Founder Shares have the right to vote on the election of directors prior to its initial Business Combination, (ii)the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (iii)the Sponsor, officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed (A)to waive their redemption rights with respect to the Founder Shares, Private Shares and public shares in connection with the completion of its initial Business Combination and (B)to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to complete its initial Business Combination by January 3, 2026 (or up to July 3, 2026 if the Company extends the period of time to consummate a Business Combination), although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business Combination within such time period and (iii)the Founder Shares and Private Shares are subject to registration rights. If the Company submits its initial Business Combination to its public shareholders for a vote, the Sponsor, and its officers and directors have agreed (and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with the Company, to vote any Founder Shares and the Private Shares held by them and any public shares purchased during or after the IPO in favor of its initial Business Combination. F-17 The ClassB ordinary shares will automatically convert into ClassA ordinary shares at the time of its initial Business Combination on a one-for-one basis, subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein and in its amended and restated memorandum and articles of association. In the case that additional ClassA ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of the Business Combination, the ratio at which ClassB ordinary shares shall convert into ClassA ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding ClassB ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of ClassA ordinary shares issuable upon conversion of all ClassB ordinary shares will equal, in the aggregate, 20% of the sum of all ordinary shares outstanding upon completion of the IPO (excluding the Private Shares and the Representative Shares) plus all ClassA ordinary shares and equity-linked securities issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to its sponsor or its affiliates upon conversion of loans made to the Company). Holders of Founder shares may also elect to convert their ClassB ordinary shares into an equal number of ClassA ordinary shares, subject to adjustment as provided above, at any time. The term equity-linked securities refers to any debt or equity securities that are convertible, exercisable or exchangeable for its ClassA ordinary shares issued in a financing transaction in connection with its initial Business Combination, including but not limited to a private placement of equity or debt. Securities could be deemed issued for purposes of the conversion adjustment if such shares are issuable upon the conversion or exercise of convertible securities, warrants or similar securities. With certain limited exceptions, the Founder Shares are not transferable, assignable or saleable (except to the permitted transferees, each of whom will be subject to the same transfer restrictions) until the earlier of (1)sixmonths after the completion of its initial Business Combination and (2)the date on which the Company consummates a liquidation, merger, share exchange, reorganization, or other similar transaction after its initial Business Combination that results in all of its shareholders having the right to exchange their ordinary shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Company ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20trading days within any 30-tradingday period after the Companys initial Business Combination, 50% of the Founder shares will be released from the lock-up. **Promissory NoteRelated Party** On September30, 2023, the Sponsor agreed to loan the Company up to $500,000 (the Promissory Note) to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1)the closing of the IPO or (2)the date on which the Company determines not to conduct an initial public offering of its securities, unless accelerated upon the occurrence of an Event of Default. The outstanding loan balance of $481,511 was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account on July 3, 2024. On August 4, 2025 and September 3, 2025, in relation to the Sponsors payment of the Monthly Extension Fee, the Company issued two unsecured promissory notes (Extension Notes) to the Sponsor, amounting to a total of $300,000. Each Extension Note has a principal sum of $150,000, bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Companys business combination or (ii) the date of expiry of the term of the Company. The Sponsor, has the right, but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into private units (the Conversion Units) of the Company, each consisting of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary Share upon the consummation of a business combination. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. As of September 30, 2025 and 2024, $300,000 and $0 were outstanding under all the Extension Notes. **** F-18 **** **Working Capital Loans** In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, the Companys officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial Business Combination, it would repay such loaned amounts. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such working capital loans (Working Capital Loans) made by the Sponsor, the Companys officers and directors, or the Companys or their affiliates to the Company prior to or in connection with its initial Business Combination may be convertible into units, at a price of $10.00 per unit at the option of the lender, upon consummation of its initial Business Combination. The units would be identical to the Private Units. On August 25, 2025, the Company issued an unsecured promissory note (the Working Capital Note in the principal amount of up to $300,000 to the Sponsor. The proceeds of the Working Capital Note, which may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital purposes. The Working Capital Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Companys business combination or (ii) the date of expiry of the term of the Company. The Sponsor has the right, but not the obligation, to convert the Working Capital Note, in whole or in part, respectively, into Conversion Units upon the consummation of a business combination. The number of Conversion Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. As of September 30, 2025 and 2024, the Company had $200,000 and $0 outstanding under the Working Capital Note. **Administrative Support Services** **** Commencing on the effective date of the registration statement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the years ended September 30, 2025 and 2024, the Company incurred expenses of $120,000 and $10,000, respectively, of which $50,000 was included in accrued expenses on the balance sheet as of September 30, 2025 and $10,000 was included in the amount due to a related party as of September 30, 2024. **Note6Commitmentsand Contingencies** **** **Registration Rights** The holders of Founder Shares, Representative Shares, Private Units, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) are entitled to registration rights pursuant to a registration rights agreement on July 2, 2024 requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to its completion of its initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. **Underwriting Agreement** The Company had granted the underwriter a 45-day option from the date of IPO to purchase up to an additional 750,000Option Units to cover over-allotments, if any.On July 8, 2024, the underwriters exercised the Over-Allotment Option in full. F-19 The underwriter was entitled to a cash underwriting discount of $0.15 per unit, or $750,000 (or up to $862,500 if the underwriters over-allotment is exercised in full). Additionally, the underwriter was entitled to acquire the Companys 200,000 ClassA ordinary shares (or up to 230,000 shares of ClassA ordinary shares if the underwriters over-allotment is exercised in full) that were registered in the IPO and were paid at the closing of the IPO as the Representative Shares. In addition, the underwriter has agreed (i)to waive its redemption rights with respect to such shares in connection with the completion of its initial Business Combination and (ii)to waive its rights to liquidating distributions from the Trust Account with respect to such shares if the Company fails to complete its initial Business Combination within the Combination Period. In connection with the IPO, the Company issued 200,000 Representative Shares to the underwriter with a fair value of $262,000. In connection with the issuance and sales of the Option Units, the Company issued an additional 30,000 Representative Shares to the underwriter with a fair value of $39,300. **Advisory Agreements** The Company has entered into several agreements with financial advisors in connection with identifying and consulting with the Company with respect to the potential acquisition targets. Any fees under these agreements are deemed by the Company to be success fees, and are only earned by the financial advisors, and do not become due and payable to them until the Company completes an initial Business Combination with a target identified by that financial advisor. As of the audited consolidated financial statements issue date, the Company has determined that the possibility of the business combination with any potential target identified by a financial advisor is not probable. **Note7Shareholders Equity** **** **Preference Share**The Company is authorized to issue 10,000,000shares of preference share, $0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Companys board of directors. As of September 30, 2025 and 2024, there were no preference shares issued or outstanding. **ClassA Ordinary Share**The Company is authorized to issue 390,000,000 ClassA ordinary shares with $0.0001 par value. As of September 30, 2025 and 2024, 458,000 Class A ordinary shares were issued or outstanding, excluding 2,930,233 and 5,750,000 shares subject to possible redemption as of September 30, 2025 and 2024, respectively. **ClassB Ordinary Share**The Company is authorized to issue 100,000,000 ClassB ordinary shares with $0.0001 par value. In July2023 and September2023, the Company issued an aggregate of1,437,500 Founder Shares to the Sponsor for an aggregate purchase price of $25,000, or approximately $0.02per share, of which an aggregate of up to 187,500shares were subject to forfeiture for no consideration to the extent that the underwriters over-allotmentoption was not exercised in full or in part, so that the initial shareholder would collectively own 20% of the Companys issued and outstanding ordinary shares after the IPO (assuming they do not purchase any Unitsin the IPO and excluding the ClassA ordinary shares underlying the Placement Units). As a result of the underwriters exercise of their over-allotment option in full on July 8, 2024, all 187,500 Class B ordinary shares were no longer subject to forfeiture. As of September 30, 2025 and 2024, there were 1,437,500 Class B ordinary shares issued and outstanding, Prior to the initial Business Combination, only holders of ClassB ordinary shares will have the right to vote in the election of directors. Holders of its ClassA ordinary shares will not be entitled to vote on the election of directors during such time. These provisions of the Companys amended and restated memorandum and articles of association with class rights may not be amended without a resolution passed by holders of at least two thirds of the Companys ordinary shares who are eligible to vote and attend and vote in a general meeting of the Companys shareholders. With respect to any other matter submitted to a vote of its shareholders, including any vote in connection with the initial Business Combination, except as required by law, holders of the Founder Shares and holders of its ClassA ordinary shares will vote together as a single class, with each share entitling the holder to one vote. The ClassB ordinary shares will automatically convert into ClassA ordinary shares at the time of the initial Business Combination, or earlier at the option of the holder, on a one-for-onebasis, subject to adjustment pursuant to the Companys amended and restated memorandum and articles of association. F-20 **Rights** **** Each holder of a right will receive one-fifth(1/5) of one ClassA ordinary share upon consummation of its initial Business Combination, even if the holder of such right redeemed all ClassA ordinary shares held by it in connection with the initial Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of an initial Business Combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the IPO. If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the ClassA ordinary shares will receive in the transaction on an as-convertedinto ordinary share basis, and each holder of a right will be required to affirmatively convert its rights in order to receive theone-fifth (1/5)share underlying each right (without paying any additional consideration) upon consummation of the Business Combination. More specifically, the right holder will be required to indicate its election to convert the rights into underlying shares as well as to return the original rights certificates to the Company. The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates of the Company). The Company will not issue fractional shares upon conversion of the rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of Cayman law. As a result, the holders of rights must hold rights in multiples offive (5) in order to receive shares for all of their rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Companys assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Accordingly, the rights may expire worthless. **Note 8 Fair Value Measurements** The following table present information about the Companys assets that are measured at fair value on a recurring basis as of September 30, 2024 (there were no such assets as of September 30, 2025), and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. | | | September30, | | | Quoted Pricesin Active Markets | | | Significant Other Observable Inputs | | | Significant Other Unobservable Inputs | | | | | | 2024 | | | (Level1) | | | (Level2) | | | (Level3) | | | | Assets | | | | | | | | | | | | | | | Marketable securities held in Trust Account | | $ | 58,109,787 | | | $ | 58,109,787 | | | | | | | | | | | **Note 9 Segment Information** ASC Topic 280,Segment Reporting, establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers.Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Companys chief operating decision maker, or group, in deciding how to allocate resources and assess performance. The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, in the accompanying financial statements. F-21 The Companys chief operating decision maker has been identified as the Chief Executive Officer (CODM), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only hasoneoperating and reportable segment. When evaluating the Companys performance and making key decisions regarding resource allocation the CODM reviews key metrics, which include the following: | | | For the Year Ended September 30, | | | | | | 2025 | | | 2024 | | | | General and administrative expenses | | $ | 859,747 | | | $ | 354,066 | | | | Interest earned on investments held in Trust Account | | $ | 2,230,500 | | | $ | 609,787 | | | The key measures of segment profit or loss reviewed by the CODM are general and administrative expenses and interest earned on investments held in Trust Account. General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews general and administrative expenses to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget. Interest earned on investments held in Trust Account are reviewed to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. **** **Note10Subsequent Events** The Company evaluated subsequent events and transactions that occurred after the balance sheet date through the date when these audited consolidated financial statements were issued. Based on this review, the Company identified the following subsequent events that would require adjustment or disclosure in the financial statements. **Proposed Business Combination with Marine Thinking** 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. The BCA contemplates that the business combination among Eureka, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the Amalgamation Effective Time, Eureka shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the domestication to Canada under the CBCA. Upon the completion of the SPAC Continuance, the name of Eureka shall be changed from Eureka Acquisition Corp to Marine Thinking Holdings Inc. or such other name as the Parties may agree on; and (ii) following the SPAC Continuance, and in accordance with the applicable provisions of the BCA and in accordance with the CBCA, at the Closing, Marine Thinking and the Amalgamation Sub shall amalgamate and continue as one company, being Amalco, under the terms and conditions prescribed in the amalgamation agreement to be signed by Marine Thinking and Amalgamation Sub and in accordance with section 181 of the CBCA. Following the Amalgamation Effective Time, Amalco will become a direct wholly owned subsidiary of Eureka. *Support Agreement* Concurrently with the execution of the BCA, the Sponsor, Eureka and Marine Thinking have entered the Support Agreement pursuant to which, among other things, the Sponsor agreed to (i) vote, or cause to be voted or consented at any meeting of the shareholders of Eureka, or in any action by written consent of the shareholders, all of its Sponsor Shares, (a) in favor of the approval and adoption of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with Marine Thinking; and (ii) not to transfer any Sponsor Shares until the Expiration Time (as defined in the Support Agreement). F-22 *Voting Agreement* Concurrent with the execution and delivery of the BCA, Marine Thinking, Eureka, the Amalgamation Sub and the Requisite Shareholders have entered into the Voting Agreement, pursuant to which the Requisite Shareholders agreed to, among other things, (i) vote, or cause to be voted or consented at a meeting of the Target Shareholders, or in any action by written consent of the shareholders, all the Subject Shares, (a) in favor of the approval and adoption of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with Eureka; and (ii) not to transfer any Subject Shares until the Expiration Time (as defined in the Voting Agreement). ** *Registration Rights Agreement* The BCA contemplates that, at the Closing, Eureka, the Sponsor, each of the Target Shareholders and certain other parties named therein will enter into the Registration Rights Agreement, pursuant to which Eureka will agree to register for resale, pursuant to applicable securities laws and regulations, with respect to the registrable securities held by the Holders (as defined in the Registration Rights Agreement). **** *Lock-UpAgreements* The BCA contemplates that at the Closing, each of the Sponsor and certain of the Target Shareholders will enter into a Lock-up Agreement, pursuant to which (i) the Sponsor agrees on certain restrictions on transfer of SPAC Class B Shares (as defined in the BCA) held by the Sponsor immediately prior to the Closing; and (ii) certain of the Target Shareholders agree on certain restrictions on transfer of SPAC Shares held by them immediately after the Closing, including any shares issuable upon the exercise of any rights, options, warrants or other securities to purchase any SPAC Shares held by them immediately after the Closing, or any rights, options, warrants or other securities convertible into or exercisable or exchangeable for any SPAC Shares held by them immediately after the Closing. The lock-up period commences on the Amalgamation Effective Time and continues until the earlier of (i) three-hundred and sixty-five (365) days after the Closing, or (ii) the date on which Eureka completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of Eurekas shareholders having the right to exchange their SPAC Shares or other equity securities of Eureka for cash, securities or other property. **Term Extensions** On October 31, 2025 and December 2, 2025, the Company deposited the Monthly Extension Fee of $150,000 each time into the Trust Account for the public shareholders, which enables the Company to extend the period of time it has to consummate its initial business combination by two months from November 3, 2025 to January 3, 2026.. On November 4, 2025 and December 4, 2025, the Company issued two Extension Notes to the Sponsor, each representing an aggregate principal amount of $150,000, in connection with the payment of Monthly Extension Fee. Each Extension Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Companys Business Combination or (ii) the date of expiry of the term of the Company. The Sponsor, has the right, but not the obligation, to convert the Extension Note, in whole or in part, respectively, into Conversion Units, each consisting ofoneClass A ordinary share, par value $0.0001per share and one right to receive one-fifth (1/5) of one Class A ordinary share upon the consummation of a Business Combination. The number of Extension Units to be received by the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y) $10.00. F-23