8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): October 29, 2025

Eureka Acquisition Corp
(Exact name of registrant as specified in its charter)
Cayman Islands	001-42152	N/A
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(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification Number)

14 Prudential Tower

Singapore 049712

(Address of principal executive offices)

(+1) 949 899 1827

**(**Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol	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<br> Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	EURK	The<br> Nasdaq Stock Market LLC
Rights, each whole right to acquire one-fifth of one Class A ordinary share	EURKR	The<br> Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item1.01 Entry Into a Material Definitive Agreement

Business Combination Agreement

On October 29, 2025, Eureka Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), 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., a company (the “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 the SPAC (the “AmalgamationSub,” together with the SPAC and the Company, the “Parties, ” and each, a “Party”). The BCA and the transactions contemplated thereby were unanimously approved by the boards of directors of each of the SPAC and the Company.

The Business Combination

The BCA contemplates that the business combination among the SPAC, the Company and Amalgamation Sub will be completed through the following series of transactions:

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prior to the time when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective Time”), the SPAC shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act 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 the SPAC shall be changed from “Eureka Acquisition Corp” to “Marine Thinking Holdings Inc.” or such other name as the Parties may agree on.

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following the SPAC Continuance, and in accordance with the applicable provisions of the BCA and in accordance with the CBCA, at the closing of the transactions contemplated by the BCA (the “Closing”), the Company and the Amalgamation Sub shall amalgamate and continue as one company, being the Amalco (“Amalco”), under the terms and conditions prescribed in the amalgamation agreement to be signed by the Company and Amalgamation Sub and in accordance with section 181 of the CBCA (the “Amalgamation”). Following the Amalgamation Effective Time, the Amalco will become a direct wholly owned subsidiary of the SPAC.

Conversion of Securities

At the Amalgamation Effective Time, by virtue of the Amalgamation and without any action on the part of any party or the holders of shares of the Company or the Amalgamation Sub:

(i)

Each Company Share issued and outstanding immediately prior to the<br>Amalgamation Effective Time (other than the Dissent Shares as defined in the BCA) shall automatically be cancelled in exchange for a number<br>of fully paid and non-assessable SPAC Class A Shares equal to the Amalgamation Multiple and such Company Share shall no longer be outstanding<br>and cease to exist by virtue of the Amalgamation. In consideration of the foregoing issuance of the SPAC Class A Shares, Amalco shall<br>issue to the SPAC one Amalco Share (as defined in the BCA) for each SPAC Class A Share so issued. Additionally, the SPAC shall receive<br>one Amalco Share in exchange for each share of the Amalgamation Sub held by it and the shares of the Amalgamation Sub will be cancelled;

(ii)

Each Company Option issued and outstanding immediately prior to the<br> Amalgamation Effective Time shall automatically be cancelled in exchange for a share option exercisable to receive SPAC Class A<br> Shares (each, a “Rollover Option”) for each Company Option held, and shall no longer be outstanding and cease to exist<br> by virtue of the Amalgamation. The Company shall assign, and the SPAC shall assume, the Company Option Agreements, and any<br> restriction on any Company Option shall continue in full force and effect under the Rollover Option and the terms and other<br> provisions of such Company Option shall otherwise remain unchanged, except for terms rendered inoperative by reason of the<br> Transactions (as defined below) or for such other immaterial administrative or ministerial changes as the SPAC Board (or the<br> compensation committee of the SPAC Board) may determine in good faith are necessary to effectuate the administration of the Rollover<br> Options. The number of the SPAC Class A Shares issuable upon exercise of each Rollover Option shall be determined by multiplying the<br> number of Company Shares (as defined below) that were subject to such Company Option immediately prior to the consummation of the<br> Amalgamation by the Amalgamation Multiple, and rounding the resulting number down to the nearest whole number of the SPAC Class A<br> Shares.

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(iii)	Each<br> share of the Amalgamation Sub shall automatically be cancelled in exchange for the right to receive one fully paid and non-assessable<br> Amalco Share, following which shares of the Amalgamation Sub shall no longer be outstanding and cease to exist by virtue of the Amalgamation.

At the Amalgamation Effective Time, without any action on the part of any Party or the holders of shares of the SPAC:

(i)	Each<br> SPAC Unit (as defined below) issued and outstanding immediately prior to the Closing shall (to the extent not already separated) be automatically<br> severed and the holder thereof shall be deemed to hold one SPAC Class A Share and one SPAC Right (as defined below) in accordance with<br> the terms of the applicable SPAC Unit;
(ii)	Each SPAC Right issued and outstanding immediately prior to the Closing shall<br> be automatically converted into one-fifth of a SPAC Class A Share; and
(iii)	Immediately<br> following the separation of each SPAC Unit in accordance with paragraph (i) above and the conversion of the SPAC Rights in accordance<br> with paragraph (ii) above, (A) each SPAC Class A Ordinary Share, other than the SPAC Class A Shares to be redeemed pursuant to the SPAC<br> Share Redemption (as defined in the BCA), shall continue to be issued and outstanding, (B) each SPAC Class A Share to be redeemed pursuant<br> to the SPAC Share Redemption shall automatically be cancelled in exchange for the right to be redeemed pursuant to the SPAC Share Redemption,<br> and shall no longer be outstanding and cease to exist, (C) each SPAC Class B Share issued and outstanding immediately prior to the Closing<br> shall automatically be cancelled in exchange for the right to receive one SPAC Class A Share, and shall no longer be outstanding and cease<br> to exist, and (D) each SPAC Share held in the treasury of the SPAC immediately prior to the Closing shall no longer be outstanding and<br> be cancelled and cease to exist and no consideration shall be delivered or deliverable in exchange therefor.

For purposes of this Form 8-K:

●	“Amalgamation Multiple” means the quotidian obtained by dividing (i) Total Share Consideration, by (ii) the total number of the common shares in the capital of the Company (“Company Shares”) on a fully diluted basis as of immediately prior to the Closing (assuming the exchange, conversion or exercise of any options, warrants or other convertible or exchangeable securities), including without limitation the shares issuable under certain agreements entered into between the Company and its employees before the Closing pursuant to which the Company grants certain options to purchase to purchase Marine Thinking Shares such employees (“Company Options”).
●	“SPAC Class A Shares” means (i) prior to the SPAC Continuance, the Class A ordinary shares of the SPAC, par value $0.0001 per share and (ii) following the SPAC Continuance, SPAC Class A Shares shall mean the Class A common shares without par value in the authorized share capital of the SPAC.
●	“SPAC Class B Shares” means (i) prior to the SPAC Continuance, the Class B ordinary shares of the SPAC, par value $0.0001 per share and (ii) following the SPAC Continuance, SPAC Class B Shares shall mean the Class B common shares without par value in the authorized share capital of the SPAC (together with SPAC Class A Shares, the “SPAC Shares”).
●	“SPAC Right” means a right to receive one-fifth (1/5) of one SPAC Class A Share upon consummation of the Business Combination (as defined below).

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“SPAC Unit” means a unit of the SPAC comprised of one SPAC Class A Share and one SPAC Right, which shall include without limitation the public units, the private units and the units issued upon conversion of the loans of the SPAC.

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“Total Share Consideration” means the quotidian obtained by dividing (i) US$130.0 million plus the cash proceeds from the Pre-IPO Investment(s) (as defined in the BCA), if any, after deduction of costs and expenses incurred by the Company in connection with the Pre-IPO Investment(s), which amount shall in no event exceed $6.5 million, by (ii) US$10.0 per SPAC Class A Share (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like after the Closing and prior to the applicable redemption or conversion).

The Continuance, the Amalgamation, and the other transactions contemplated by the BCA are hereinafter referred to as the “BusinessCombination” 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 the SPAC and the Company may agree in writing.

Representations and Warranties; Covenants

The parties to the BCA have agreed to customary representations and warranties for transactions of this type. In addition, the parties to the BCA agreed to be bound by certain customary covenants for transactions of this type, including, among others, covenants with respect to the conduct of the Company and its subsidiaries during the period between execution of the BCA and the Closing. Each of the parties to the BCA has agreed to use its reasonable best efforts to take, or cause to be taken, appropriate action, and to do, or cause to be done, all things as are necessary or desirable under applicable laws or otherwise, and each shall cooperate with the other, to consummate and make effective the Transactions.

Governance

Subject to the terms of the SPAC’s Organizational Documents, the parties have agreed to take all such action within its power as may be necessary or appropriate such that from and after the Closing, the SPAC Board shall consist of seven (7) directors, consisting of (i) six (6) directors designated by the Company, four of whom shall be “independent” under the applicable stock exchange rules and one of whom shall be the “financial expert” as determined under SEC rules and regulations, and (ii) one director designated by the Hercules Capital Management Corp, a British Virgin Islands company (the “SPAC Sponsor”) or its affiliates.

Conditions to EachParty’s Obligations

Under the BCA, the obligations of all of the parties to consummate the Closing are subject to the satisfaction of all the following conditions:

(i)	Neither the provisions of any applicable law nor any order shall prohibit or prevent the consummation<br>of the Business Combination;
(ii)	There shall not be any action brought by a third party that is not an affiliate of the parties hereto<br>to enjoin or otherwise restrict the consummation of the Closing;
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(iii)	The SEC shall have declared the proxy statement/prospectus (the “Registration Statement”)<br>with respect to the shareholders meeting of the SPAC and the Transactions contemplated by the BCA effective. No stop order suspending<br>the effectiveness of the Registration Statement or any part thereof shall have been issued and outstanding;
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(iv)	(a) the SPAC Shares to be issued in connection with the Transactions shall have been approved for listing<br>on Nasdaq or the Alternative Exchange (as defined in the BCA), to the extent such approval is required, and the SPAC will, immediately<br>following the Closing, satisfy any applicable initial and continuing listing requirements of Nasdaq or the Alternative Exchange, and the<br>SPAC shall not have received any notice of non-compliance therewith, and (b) as of the Closing Date, the SPAC shall not have received<br>any written notice from Nasdaq or the Alternative Exchange that it has failed, or would reasonably be expected to fail, to meet the applicable<br>listing requirements as of the Closing Date for any reason, where such notice has not been subsequently withdrawn by Nasdaq or the Alternative<br>Exchange or the underlying failure appropriately remedied or satisfied; and
(v)	The SPAC Shareholder Approval (as defined in the BCA) shall have been duly obtained.
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Conditions to the Obligation of SPAC

The obligations of the SPAC to consummate the Closing is subject to the satisfaction, or the waiver at the SPAC’ sole and absolute discretion, of certain conditions including but not limited to:

(i)	The Company shall have duly performed all obligations under the BCA required to be performed by it at<br>or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall<br>be duly performed in all respects;
(ii)	All of the representations and warranties of the Company contained in the BCA shall in all material respects:<br>(i) be true and correct at and as of the date of the BCA, and (ii) be true and correct as of the Closing Date (except for the representation<br>and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only<br>to be true and correct as of such earlier date);
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(iii)	There shall have been no event, change or occurrence which has a Company Material Adverse Effect (as defined<br>in the BCA);
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(iv)	The SPAC shall have received the Lock-up Agreement, the Non-Compete Agreement and the Registration Rights<br>Agreement duly executed by the holders of Company Shares (“Company Shareholders”) who are signatories thereto, and<br>the Employment Agreements duly executed by each of Lishao Wang, Wenwen Pei, Tianye Wang and Xiaoge Cheng, in each case dated as of the<br>Closing Date; and
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(v)	The SPAC shall have received the certified true copies of the Company Approvals (as defined in the BCA);<br>and
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(vi)	The aggregate number of Dissent Shares (as defined in the BCA) shall not exceed 5% of the aggregate<br> number of Company Shares outstanding immediately prior to the Amalgamation Effective Time.
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Conditions to theObligation of the Company Consummate the Transactions

The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of certain conditions including but not limited to:

(i)	The SPAC shall have duly performed all of their obligations thereunder required to be performed by them<br>at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it<br>shall be duly performed in all respects;
(ii)	All of the representations and warranties of the SPAC contained in the BCA shall: (i) be true and correct<br>at and as of the date of the BCA and (ii) be true and correct as of the Closing Date (except for representation and warranties that speak<br>as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as<br>of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a SPAC Material<br>Adverse Effect (as defined in the BCA);
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(iii)	There shall have been no event, change or occurrence which has a SPAC Material Adverse Effect (as defined<br>in the BCA); and
(iv)	The Company shall have received the Lock-up Agreement duly executed by the SPAC Sponsor and the Registration<br>Rights Agreement duly executed by the parties thereto, in each case dated as of the Closing Date.
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Termination

The BCA may be terminated under certain customary and limited circumstances prior to the closing of the Business Combination, including but not limited to:

(i)	by mutual written consent of the SPAC and the Company at any time;
(ii)	by the SPAC or the Company by giving written notice to the other if any law or order shall have enacted,<br>issued, promulgated or enforced which has become final and non-appealable and has the effect of making the consummation of the Business<br>Combination illegal;
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(iii)	by the SPAC or the Company by giving written notice to the other if the SPAC Shareholder Approval (as<br>defined in the BCA) shall fail to receive the requisite vote for approval at the at the SPAC Shareholders’ Meeting (as defined in<br>the BCA);
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(iv)	in the event that the Closing of the Transactions contemplated thereunder has not occurred within 18 months<br>following the date of this Agreement (as may be extended by the mutual agreement of the SPAC and the Company, the “Outside ClosingDate”), by the SPAC or the Company by giving written notice to the other at any time after the Outside Closing Date, provided<br>that, (i) the right to terminate the BCA shall not be available to the SPAC if the SPAC’s material breach of the BCA shall have<br>primarily caused the failure to consummate the Business Combination on or before the Outside Closing Date, and (ii) the right to terminate<br>the BCA shall not be available to the Company if the Company’s material breach of the BCA shall have primarily caused the failure<br>to consummate the Business Combination on or before the Outside Closing Date;
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(v)	by the SPAC by giving written notice to the Company, if the Company shall have failed to deliver any of the PCAOB Financials (as defined in the BCA) to the SPAC on or before the applicable date in accordance with the BCA;
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(vi)	by the SPAC by giving written notice to the Company, if there shall have been a Company Material Adverse<br>Effect which is uncured for at least ten (10) Business Days after written notice of such Company Material Adverse Effect is provided by<br>the SPAC to the Company;
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(vii)	by the SPAC by giving written notice to the Company, if a SPAC Extension is not effected and the SPAC<br>must liquidate in accordance with its Organizational Documents;
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(viii)	by the SPAC by written notice to the other Parties if the Company Shareholder Approval shall not have<br>been obtained within twenty (20) Business Days after the Registration Statement becomes effective;
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(ix)	by the SPAC by giving notice to the Company prior to the Closing, without prejudice to any rights or obligations<br>the SPAC may have, if the Company shall have materially breached any of its covenants, agreements, representations, and warranties contained<br>herein or in any Transaction Documents (as defined in the BCA) to be performed on or prior to the Closing Date and such breach shall not<br>be cured within thirty (30) days following receipt by the Company of a notice describing in reasonable detail the nature of such breach;<br>and
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(x)	by the Company by giving notice to the SPAC prior to the Closing, without prejudice to any rights or obligations<br>the Company may have, if the SPAC shall have materially breached any of its covenants, agreements, representations, and warranties contained<br>herein or in any Transaction Documents (as defined in the BCA) to be performed on or prior to the Closing Date and such breach shall not<br>be cured within thirty (30) days following receipt by the SPAC of a notice describing in reasonable detail the nature of such breach.
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If the BCA is validly terminated in accordance with its terms, the BCA shall become void, except for certain limited exceptions, including parties shall not be relieved any liability for any breach of any representation, warranty, covenant or obligation under the BCA and liability arising out of any claim based upon fraud, willful misconduct or intentional misrepresentation. In the event that the BCA is terminated pursuant to paragraphs (iv) and (ix) above, then, without prejudice to any rights or obligations the SPAC may have, within five (5) Business Days of such termination, the Company shall pay to the SPAC a termination fee in the amount of US$2,000,000. In the event that the BCA is terminated pursuant to paragraph (x) above, then, without prejudice to any rights or obligations the Company may have, within five (5) Business Days of such termination, the SPAC shall pay to the Company a termination fee in the amount of US$2,000,000.

A copy of the BCA is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference, and the foregoing description of the BCA is qualified in its entirety by reference thereto. The BCA contains representations, warranties and covenants that the respective parties made to each other as of the date of the BCA or other specific dates. The assertions embodied in those representations, warranties and covenants were made for purposes of the contract among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating such agreement. The representations, warranties and covenants in the BCA are also modified in important part by the underlying disclosure schedules which are not filed publicly and which are subject to a contractual standard of materiality different from that generally applicable to shareholders and were used for the purpose of allocating risk among the parties rather than establishing matters as facts. Accordingly, security holders should not rely on the representations and warranties in the BCA as characterizations of the actual state of facts about the SPAC, the Company, or the Amalgamation Sub. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the BCA, which subsequent information may or may not be fully reflected in the disclosure of Marine Thinking Holdings Inc. (or such other name as the parties may agree on).

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Support Agreement

Concurrently with the execution of the BCA, the SPAC Sponsor, the SPAC and the Company have entered into a support agreement (the “Support Agreement”) pursuant to which, among other things, the SPAC Sponsor agreed to (i) vote, or cause to be voted or consented at any meeting of the shareholders of the SPAC, or in any action by written consent of the shareholders, all of its SPAC Shares which the SPAC Sponsor owns of record or has the power to vote as of the record date for such meeting (the “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 the Company; and (ii) not to transfer any Shares until the Expiration Time (as defined in the Support Agreement).

The foregoing description of the Support Agreement is subject to and qualified in its entirety by reference to the full text of the Sponsor Agreement, a copy of which is attached as Exhibit 10.1 hereto, and the terms of which are incorporated herein by reference.

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Voting Agreement

Concurrent with the execution and delivery of the BCA, the Company, the SPAC, the Amalgamation Sub and certain shareholders of the Company (the “RequisiteShareholders”), 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 Company Shareholders, or in any action by written consent of the shareholders, all Company Shares 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 the SPAC; and (ii) not to transfer any Subject Shares until the Expiration Time (as defined in the Voting Agreement).

The foregoing description of the Voting Agreement is subject to and qualified in its entirety by reference to the full text of the Voting Agreement, a copy of which is attached as Exhibit 10.2 hereto, and the terms of which are incorporated herein by reference.

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Registration Rights Agreement

The BCA contemplates that, at the Closing, the SPAC, the SPAC Sponsor, each of the Company Shareholders and certain other parties named therein will enter into an amended and restated registration rights Agreement (the “Registration Rights Agreement”), pursuant to which the SPAC 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).

The foregoing description of the Registration Rights Agreement is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement. A form of which is included as Exhibit 10.3 hereto, and the terms of which are incorporated herein by reference.

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Lock-Up Agreements

The BCA contemplates that at the Closing, each of the SPAC Sponsor and certain of the Company Shareholders will enter into a lock-up agreement (collectively, the “Lock-up Agreements”), pursuant to which (i) the SPAC Sponsor agrees on certain restrictions on transfer of SPAC Class B Shares held by the SPAC Sponsor immediately prior to Closing; and (ii) certain of the Company 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 the SPAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the SPAC’s shareholders having the right to exchange their SPAC Shares or other equity securities of the SPAC for cash, securities or other property.

The foregoing description of the form of Lock-Up Agreement is not complete and is subject to, and qualified in its entirety by, reference to the actual agreement. A form of which is included as Exhibit 10.4 hereto, and the terms of which are incorporated herein by reference.

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Option Purchase Agreement

On July 6, 2025, the SPAC Sponsor and the Company entered into an option purchase agreement (as amended on September 2, 2025, the “Option Purchase Agreement”), pursuant to which the SPAC Sponsor agreed to sell to the Company, and the Company agreed to purchase from the SPAC Sponsor, an option to purchase 583,333 SPAC Shares held by the SPAC Sponsor (the “OptionSecurities”) 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 options are 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 the SPAC, the SPAC Sponsor and certain other parties in connection with the SPAC’s initial public offering) and ending on July 5, 2026. On September 23, 2025, the Company entered into an option assignment agreement (the “OptionAssignment 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 the Company in substantially similar proportions as their respective shareholdings in the Company.

The foregoing description of the Option Purchase Agreement and the Option Assignment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Option Purchase Agreement and the Option Assignment Agreement, which are attached hereto as Exhibit 10.5 and Exhibit 10.6, respectively.

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Finder’s Agreement

On April 1, 2025, the SPAC entered into a finder’s agreement (the “Finder’s Agreement”) with Alpha Innovators Limited, a British Virgin Islands exempted company (the “Finder”), pursuant to which the Finder agreed to introduce potential targets to the SPAC. If the SPAC consummates a business combination with one or more targets introduced by the Finder during the term of the Finder’s Agreement and a period of twelve (12) months following the termination of the Finder’s Agreement, then the SPAC shall issue to the Finder or its designated affiliates, upon the completion of each business combination(s) and as complete and full compensation for Finder under Finder’s 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).

The foregoing description of the Finder’s Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Finder’s Agreement, which is attached hereto as Exhibit 10.7.

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Item 7.01Regulation FD Disclosure

On November 3, 2025, the SPAC and the Company jointly issued a press release announcing their entry into the BCA. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Such exhibit and the information set forth therein shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act, or the Exchange Act.

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Additional Information and Where to FindIt

In connection with the proposed transaction, the SPAC intends to file with the SEC a registration statement on Form S-4 that will include a proxy statement for the shareholders of the SPAC that also constitutes a prospectus of the SPAC. The SPAC urges investors, shareholders and other interested persons to read, when available, the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents will contain important information about the SPAC, the Company, Amalco and the proposed transactions. After the registration statement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed to shareholders of the SPAC as of a record date to be established for voting on the proposed transactions. Shareholders will also be able to obtain a copy of the proxy statement/prospectus, without charge by directing a request to eric.zhang@herculescapital.group. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).

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No Offer or Solicitation

This Current Report on Form 8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed transactions described herein, and does not constitute an offer to sell or a solicitation of an offer to buy any securities of the SPAC or the Company,  or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended.

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Participants in the Solicitation

The SPAC, the Company and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transactions under the rules of the SEC. Information about the directors and executive officers of the SPAC is set forth in the SPAC’s most recent Annual Report on Form 10-K, which was filed with the SEC on December 26, 2024. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the proposed transactions will be set forth in the proxy statement/prospectus when it is filed with the SEC. These documents can be obtained free of charge from the sources indicated above.

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8

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Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the proposed transaction involving the SPAC and the Company, and the ability to consummate the proposed transaction. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely”, “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain shareholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory approval; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of involving the SPAC and the Company to consummate the proposed transaction; (iii) the possibility that other anticipated benefits of the proposed transaction will not be realized, and the anticipated tax treatment of the proposed transaction; (iv) the occurrence of any event that could give rise to termination of the proposed transaction; (v) the risk that shareholder litigation in connection with the proposed transaction or other settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (vi) changes in general economic and/or industry specific conditions; (vii) possible disruptions from the proposed transaction that could harm the Company business; (viii) the ability of the Company to retain, attract and hire key personnel; (ix) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect the Company’s financial performance; (xi) legislative, regulatory and economic developments; (xii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and any epidemic, pandemic or disease outbreak, as well as management’s response to any of the aforementioned factors; and (xiii) other risk factors as detailed from time to time in the SPAC’s reports filed with the SEC, including the SPAC’s annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with the SEC. The foregoing list of important factors is not exclusive. Neither the SPAC nor the Company can give any assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, neither the SPAC nor the Company undertakes any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

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Item 9.01. Financial Statements andExhibits.

(d) Exhibits

Exhibits
2.1*	Business<br> Combination Agreement, dated as of October 29, 2025, by and among Eureka Acquisition Corp, Marine Thinking Inc. and 17358750 Canada<br> Inc.
10.1	Support<br> Agreement, dated as of October 29, 2025 by and among Hercules Capital Management Corp, Eureka Acquisition Corp and Marine Thinking<br> Inc.
10.2*	Voting<br>Agreement, dated as of October 29, 2025 by and among certain shareholders of Marine Thinking Inc., Eureka Acquisition Corp and Marine<br>Thinking Inc.
10.3	Form of Registration Rights Agreement, by and among Eureka Acquisition Corp, Marine Thinking Holdings Inc., Hercules Capital Management Corp and certain other parties.
10.4	Form of Lock-Up Agreement, by Hercules Capital Management Corp and certain shareholders of Marine Thinking Inc.
10.5	Option Purchase Agreement, by and between Hercules Capital Management Corp and Marine Thinking Inc.
10.6	Option Assignment Agreement, by and between<br>Marine Thinking Inc. 17323204 Canada Inc.
10.7*	Finder’s Agreement, dated April 1, 2025, by and between Eureka Acquisition Corp and Alpha Innovators Limited.
99.1	Press Release dated November 3, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
*	All schedules have been omitted pursuant to Item 601(a)(5)<br>of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.
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9

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Eureka Acquisition Corp
	By:	/s/ Fen Zhang
	Name:	Fen Zhang
	Title:	Chief Executive Officer
Date: November 3, 2025

10

Exhibit 2.1

EXECUTION VERSION

BUSINESS COMBINATION AGREEMENT

Dated as of

October 29, 2025

by and among

EUREKA ACQUISITION CORP

MARINE THINKING INC., and

17358750 CANADA INC.

TABLE OF CONTENTS

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			Page
Article I. DEFINITIONS			3
Article II. TRANSACTIONS			15
	Section 2.1	The SPAC Continuance and the Amalgamation	15
	Section 2.2	Closing	16
	Section 2.3	The Amalgamation	16
	Section 2.4	Directors and Officers; Organizational Documents of the SPAC.	19
	Section 2.5	Closing Deliverables	19
	Section 2.6	Delivery of the Amalgamation Consideration Shares	20
	Section 2.7	Payment of Transaction Expenses	21
	Section 2.8	Dissenter’s Rights	21
	Section 2.9	Withholding	21
	Section 2.10	Section 368 Reorganization.	21
	Section 2.11	Taking of Necessary Action; Further Action	22
Article III. REPRESENTATIONS<br> AND WARRANTIES OF THE COMPANY			22
	Section 3.1	Corporate Existence and Power	22
	Section 3.2	Capitalization; Subsidiaries	23
	Section 3.3	Authorization	24
	Section 3.4	Approvals	24
	Section 3.5	Non-Contravention	25
	Section 3.6	Sufficiency of Assets	25
	Section 3.7	Financial Statements	25
	Section 3.8	Books and Records	26
	Section 3.9	Absence of Certain Changes	26
	Section 3.10	Properties; Title to Group Company’s Assets	28
	Section 3.11	Litigation	28
	Section 3.12	Material Contracts	29
	Section 3.13	Licenses and Permits	31
	Section 3.14	Compliance with Laws	31
	Section 3.15	Compliance with Anti-Corruption Laws.	31
	Section 3.16	Intellectual Property	32
	Section 3.17	Employment and Labor Matters.	33
	Section 3.18	Tax Matters.	35
	Section 3.19	Environmental Laws	36
	Section 3.20	Finders’ Fees	37
	Section 3.21	Not an Investment Company	37
	Section 3.22	Affiliate Transactions.	37
	Section 3.23	Proxy/Registration Statement.	37
	Section 3.24	Solvency.	37
	Section 3.25	No Other Representations or Warranties	38

i

Article IV. REPRESENTATIONS<br> AND WARRANTIES OF SPAC			39
	Section 4.1	Corporate Existence and Power	39
	Section 4.2	Authorization	39
	Section 4.3	Approvals	39
	Section 4.4	Non-Contravention	40
	Section 4.5	Finders’ Fees	40
	Section 4.6	Capitalization	40
	Section 4.7	Trust Account	41
	Section 4.8	Listing	41
	Section 4.9	Board Approval	42
	Section 4.10	SPAC SEC Documents and Financial Statements	42
	Section 4.11	Not an Investment Company	43
	Section 4.12	Registration Statement and Proxy Statement.	43
	Section 4.13	Issuance of Shares	43
	Section 4.14	No Other Representations and Warranties.	43
Article V. COVENANTS<br> OF PARTIES			44
	Section 5.1	Conduct of the Business	44
	Section 5.2	Alternative Proposals and Alternative Transactions	46
	Section 5.3	Access to Information	47
	Section 5.4	Notices of Certain Events	47
	Section 5.5	Proxy/Registration Statement and SPAC Shareholder Approval	48
	Section 5.6	Company Shareholder Approval	50
	Section 5.7	Company Information Circular	51
	Section 5.8	Canadian Prospectus	52
	Section 5.9	Support of Transactions; Financing.	52
	Section 5.10	Further Assurances	52
	Section 5.11	Confidentiality	52
	Section 5.12	Pre-IPO Investment	53
	Section 5.13	Reporting and Compliance with Laws	53
	Section 5.14	PCAOB Financials	53
	Section 5.15	Use of Proceeds.	54
	Section 5.16	Nasdaq or Alternative Exchange Listing.	54
	Section 5.17	No Trading in SPAC Securities.	55
	Section 5.18	Trust Account	55
	Section 5.19	Post-Closing Directors of the SPAC.	55
	Section 5.20	D&O Indemnification and Insurance.	56
	Section 5.21	Shareholder Litigation.	57
	Section 5.22	SPAC Extension.	57
	Section 5.23	Promissory Notes.	57
	Section 5.24	Tax Matters.	57
	Section 5.25	Confirmatory Assignment Agreement.	58
	Section 5.26	CBCA Statutory Declaration.	58
Article VI. CONDITIONS<br> TO CLOSING			58
	Section 6.1	Condition to the Obligations to Close of the Parties	58
	Section 6.2	Conditions to Obligations to Close of the SPAC	59
	Section 6.3	Conditions to Obligations to Close of the Company	60
	Section 6.4	Frustration of Conditions	60

ii

Article VII. DISPUTE<br> RESOLUTION			60
	Section 7.1	Arbitration	60
	Section 7.2	Waiver of Jury Trial; Exemplary Damages	62
Article VIII. TERMINATION			62
	Section 8.1	Termination	62
	Section 8.2	Termination upon Material Breach	63
	Section 8.3	Effect of Termination	63
Article IX. MISCELLANEOUS			64
	Section 9.1	Notices	64
	Section 9.2	Non-survival or Representations, Warranties and Covenants.	65
	Section 9.3	No Claim Against Trust Account.	65
	Section 9.4	Amendments; No Waivers; Remedies	66
	Section 9.5	Arm’s Length Bargaining; No Presumption Against Drafter	66
	Section 9.6	Publicity	66
	Section 9.7	Expenses	67
	Section 9.8	No Assignment or Delegation	67
	Section 9.9	Governing Law	67
	Section 9.10	Counterparts; Facsimile Signatures	67
	Section 9.11	Entire Agreement	67
	Section 9.12	Severability	67
	Section 9.13	Construction of Certain Terms and References; Captions	68
	Section 9.14	Third Party Beneficiaries	69
	Section 9.15	Specific Performance.	69

Annexes and Exhibits

Annex 1 Amalgamation Agreement

Exhibit A Form of Voting Agreement

Exhibit B Form of Support Agreement

Exhibit C Form of Registration Rights Agreement

Exhibit D Forms of Lock-up Agreement

Exhibit E Form of Non-Compete Agreement

Exhibit F Form of New Articles

iii

EXECUTION VERSION

BUSINESS COMBINATION AGREEMENT

This BUSINESS COMBINATION AGREEMENT (the “Agreement”), dated as of October 29, 2025 (the “Signing Date”), by and among the SPAC (as defined below), Marine Thinking Inc., a company incorporated under the CBCA (as defined below) (the “Company”, prior to the Amalgamation (as defined below), references to the Company shall be to Marine Thinking Inc., and following the Amalgamation, references to the Company shall be to the Amalco (as defined below)), and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of the SPAC (the “Amalgamation Sub”). The SPAC, the Company and the Amalgamation Sub are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, the SPAC is a blank check company under the United States federal securities laws and was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses;

WHEREAS, the Amalgamation Sub is a newly incorporated entity formed solely for the purposes of the Transactions (as defined below) and a wholly-owned subsidiary of the SPAC;

WHEREAS, immediately prior to the Closing (as defined below), the SPAC shall complete the SPAC Continuance (as defined below) and the SPAC will be renamed “Marine Thinking Holdings Inc.” or such other name as the Parties may agree on, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, at the Closing, upon the terms and subject to the conditions of this Agreement, the Company and the Amalgamation Sub shall amalgamate and continue as one company (the Company after such amalgamation may also be referred to as the “Amalco”), pursuant to section 181 of the CBCA, and following such amalgamation the Amalco shall become a direct, wholly owned Subsidiary of the SPAC;

WHEREAS, for U.S. federal income tax and applicable state income tax purposes, (a) each of the SPAC Continuance and the Amalgamation is intended to constitute a “reorganization” within the meaning of Section 368(a) of the Code and (b) to the extent applicable, this Agreement is intended to constitute and hereby is adopted as a “plan of reorganization” with respect to each of the SPAC Continuance and the Amalgamation within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) for purposes of Sections 354, 361 and 368 of the Code and the Treasury Regulations thereunder ((a) and (b) collectively, the “Intended US Tax Treatment”);

WHEREAS, for Canadian federal income tax and applicable provincial income tax purposes, the Amalgamation is intended to constitute an amalgamation within the meaning of section 87 of the Tax Act and be governed by subsections 87(1), 87(2), 87(4), 87(5) and 87(9) of the Tax Act (the “Intended Canada Tax Treatment” and collectively with the Intended US Tax Treatment, the “Intended Tax Treatment”);

WHEREAS, concurrently with the execution of this Agreement, the SPAC has received the voting agreement in substantially the form attached as Exhibit A hereto (the “Voting Agreement”) duly executed by the Company and certain of the Company Shareholders holding the requisite number of Company Shares for obtaining the Company Shareholder Approval;

1

WHEREAS, concurrently with the execution of this Agreement, Hercules Capital Management Corp, a British Virgin Islands company (the “IPO Sponsor”), the SPAC and the Company have entered into a support agreement in substantially the form attached as Exhibit B hereto (the “Support Agreement”);

WHEREAS, at the Closing, the SPAC, each of the Company Shareholders, the IPO Sponsor and certain other parties are entering into an amended and restated registration rights agreement in substantially the form attached hereto as Exhibit C (the “Registration Rights Agreement”);

WHEREAS, at the Closing, each of the IPO Sponsor and the Lock-up Company Shareholders will enter into a lock-up agreement with the SPAC in substantially the applicable form attached hereto as Exhibit D (collectively, the “Lock-up Agreements”);

WHEREAS, at the Closing, the SPAC and certain of the Company Shareholders will enter into a non-compete and non-solicitation agreement in substantially the form attached hereto as Exhibit E (collectively, the “Non-Compete Agreements”);

WHEREAS, at the Closing, the SPAC and each Key Executive will enter into an employment agreement in a form to be agreed by the SPAC and the Company (collectively, the “Employment Agreements”);

WHEREAS, the board of directors of the Company has unanimously (i) determined that this Agreement, other Transaction Documents and the Transactions are fair to, and in the best interests of the Company, (ii) approved the execution, delivery and performance of this Agreement and the other Transaction Documents by the Company and the consummation of the Transactions, (iii) directed this Agreement, other Transaction Documents and the Transactions, as applicable, to be submitted to approval by the Company Shareholders and (iv) resolved to recommend that the Company Shareholders to approve this Agreement, other Transaction Documents and the Transactions (the “Company Board Approval”);

WHEREAS, the SPAC Board has unanimously (a) determined that this Agreement, other Transaction Documents and the Transactions are fair to, and in the best interests of the SPAC and constitute a “Business Combination” as such term is defined in the SPAC’s Organizational Documents, (b) approved the execution, delivery and performance of this Agreement and the other Transaction Documents by the SPAC and the consummation of the Transactions, (iii) directed this Agreement, other Transaction Documents and the Transactions to be submitted to approval by the SPAC Shareholders, and (iv) resolved to recommend, among other things, that the SPAC Shareholders to approve this Agreement, other Transaction Documents and the Transactions; and

WHEREAS, in furtherance of the Transactions, the SPAC shall provide an opportunity to the SPAC Shareholders to have their SPAC Class A Shares redeemed for consideration on the terms and subject to the conditions set forth in the SPAC Organizational Documents and the Trust Agreement in conjunction with obtaining the SPAC Shareholder Approval.

2

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and the representations, warranties, covenants and agreements contained in this Agreement, and intending to be legally bound hereby, the parties accordingly agree as follows:

**ArticleI.**DEFINITIONS

The following terms, as used herein, have the following meanings:

“Action” means any legal action, suit, claim, investigation, hearing or proceeding, including any audit, claim or assessment for Taxes or otherwise.

“Additional Promissory Notes” has the meaning given to such term in ‎Section 5.23.

“Additional SPAC SEC Documents” has the meaning given to such term in ‎Section 4.10.

“Adjournment Proposal” has the meaning given to such term in ‎Section 5.5(a).

“Affiliate” means, with respect to any Person, any other Person directly or indirectly Controlling, Controlled by, or under common Control with such Person.

“Alternative Exchange” has the meaning given to such term in ‎Section 5.16.

“Alternative Proposal” has the meaning given to such term in ‎Section 5.2.

“Alternative Transaction” has the meaning given to such term in ‎Section 5.2.

“Amalco” has the meaning given to such term in the Recitals.

“Amalco Shares” means the shares in the capital of the Amalco.

“Amalgamation Agreement” means the amalgamation agreement in substantially the form attached hereto as Annex 1 to be entered into among the Company, the Amalgamation Sub and the SPAC pursuant to Section 182 of the CBCA, to effect the Amalgamation.

“Amalgamation Application” means the amalgamation application in connection with the Amalgamation to be filed with CBCA Director and any amendment or variation thereto made in accordance with the provisions of the CBCA.

“Amalgamation Consideration Shares” means, with respect to any Company Shareholder, the SPAC Class A Shares it is entitled to receive pursuant to ‎Section 2.3(e)(i), and with respect to all Company Shareholders, the aggregate number of SPAC Class A Shares that will be issued to the Company Shareholders in connection with the Amalgamation.

“Amalgamation Effective Time” has the meaning given to such term in ‎Section 2.1(a).

“Amalgamation Multiple” means the Total Share Consideration, divided by the Total Company Share Number.

“Anti-Corruption Laws” means, collectively, the Foreign Corrupt Practices Act (FCPA), the UK Bribery Act 2010, the Corruption of Foreign Public Officers Act (Canada), OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, the UN Convention against Corruption, United States Currency, Foreign Transactions Reporting Act of 1970, as amended, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the Criminal Code (Canada), and any other applicable anti-bribery or anti-corruption Laws related to combatting bribery, corruption and money laundering.

3

“Arbitrator” has the meaning given to such term in ‎Section 7.1.

“Authority” means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator, any relevant stock exchange, or any public, private or industry regulatory authority, whether international, national, federal, state, or local.

“Balance Sheet Date” means April 30, 2025.

“Books and Records” means all books and records, ledgers, accounts, employee records, customer lists, files, correspondence, and other records of every kind (whether written, electronic, or otherwise embodied) owned or used by a Person or in which a Person’s assets, the business or its transactions are otherwise reflected, other than stock books and minute books.

“Business” means autonomous marine technology, with specialization in developing and integrating AI-powered systems for marine operations.

“Business Combination” has the meaning given to such term in the SPAC’s Organizational Documents.

“Business Combination Proposal”has the meaning given to such term in ‎Section 5.5(a).

“Business Day” means any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, Cayman Islands, Canada and Hong Kong are authorized to close for business.

“CAD” means the Canadian dollar.

“CBCA” means the CanadaBusiness Corporations Act, as amended from time to time or re-enacted and includes any regulations thereunder.

“CBCA Director” means the director appointed by Minister of Innovation, Science and Industry of Canada under Section 260 of CBCA;

“Certificate of Amalgamation” means the certificate of Amalgamation issued in respect of the formation of Amalco upon completed on the Amalgamation;

“Closing” has the meaning given to such term in ‎Section 2.2.

“Closing Date” has the meaning given to such term in ‎Section 2.2.

“Code” means the Internal Revenue Code of 1986, as amended.

“Companies Act” means the Companies Act (Revised) of the Cayman Islands.

“Company Amalgamation Resolution” means the special resolution of the holders of Company Shares authorizing, approving and consenting to the adoption, execution, delivery and performance of this Agreement and each of the Transaction Documents and transactions contemplated hereby and thereby, including the Amalgamation, and which may be obtained either (a) at a Company Special Meeting or (b) by way of a written consent resolution of all the Company Shareholders;

4

“Company Approvals” has the meaning set forth in ‎Section 5.6.

“Company Board Approval” has the meaning set forth in the Recitals.

“Company Disclosure Schedule” has the meaning given to such term in ‎Article III.

“Company Equity Plan” means, collectively, each plan of the Group Companies that provides for the award to any current or former director, manager, officer, employee, individual independent contractor or other service provider of any Group Company of rights of any kind to receive Equity Securities of any Group Company or benefits measured in whole or in part by reference to Equity Securities of any Group Company. For clarity, none of the Company Option Agreements is a “Company Equity Plan.”

“Company Information Circular” has the meaning set forth in ‎Section 5.7(a).

“Company’s Knowledge” means the knowledge of the Key Executives, after reasonable due inquiry.

“Company Material Adverse Effect” means a material adverse change or a material adverse effect upon on the assets, liabilities, condition (financial or otherwise), prospects, net worth, management, earnings, cash flows, business, operations, properties or regulatory environment of the Group Companies and their business, taken as a whole, whether or not arising from transactions in the Ordinary Course, provided, however, that “Company Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Group Companies operate (including customs and trade policies); (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the SPAC; (vi) any changes inapplicable Laws or accounting rules or the enforcement, implementation or interpretation thereof; or (viii) any natural or man-made disaster or acts of God; provided further, however, that any event, occurrence, fact, condition, or change referred to in clauses (i) to (viii) (other than (v)) immediately above shall be taken into account in determining whether a Company Material Adverse Effect has occurred or could reasonably be expected to occur to the extent that such event, occurrence, fact, condition, or change has a materially disproportionate effect on any Group Company compared to other participants in the industries in which any Group Company primarily conducts its businesses. Notwithstanding the foregoing, the failure to consummate any Pre-IPO Investment Financing or to obtain any other financing shall not be deemed to be a Company Material Adverse Effect.

“Company Options” means each option to purchase Company Shares that is outstanding and unexercised, granted pursuant to the Company Option Agreements.

5

“Company Option Agreements” means the agreements entered into between the Company and the employees of the Company in a form reasonably satisfactory to the SPAC after the date hereof and before the Closing pursuant to which the Company grants certain Company Options to such employees.

“Company Share Schedule” has the meaning set forth in ‎Section 2.3(g).

“Company Shares” means the common shares in the capital of the Company.

“Company Shareholder” means each holder of Company Shares, and “Company Shareholders” refers to all of them.

“Company Shareholder Approval” has the meaning set forth in ‎Section 5.6.

“Company Valuation” means the sum of (a) $130 million plus (b) if and only to the extent there is any Pre-IPO Investment, the amount of cash proceeds from the Pre-IPO Investment(s) actually received by the Company (after deduction of costs and expenses incurred by the Company in connection with the Pre-IPO Investment(s)), which amount shall in no event exceed $6.5 million.

“Contracts” means all contracts, agreements, leases (including equipment leases, car leases and capital leases), licenses, commitments, client contracts, statements of work (SOWs), sales and purchase orders and similar instruments, oral or written.

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise; and the terms “Controlled” and “Controlling” shall have the meaning correlative to the foregoing.

“Director Appointment Proposal” has the meaning given to such term in ‎Section 5.5(a).

“Dissent Shares” has the meaning given to it in ‎Section 2.8.

“Dissenting Shareholder” means a registered holder of Company Shares who has validly exercised its dissent rights in respect of the Amalgamation and transactions relating thereto under the applicable provisions of the CBCA and has not withdrawn from such exercise of dissent rights.

“D&O Indemnified Parties” has the meaning given to such term in ‎Section 5.20.

“Employment Agreements” has the meaning given to such term in the Recitals.

“Environmental Laws” shall mean all applicable Laws that prohibit, regulate or control any Hazardous Material or any Hazardous Material Activity, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, the Resource Recovery and Conservation Act of 1976, the Federal Water Pollution Control Act, the Clean Air Act, the Hazardous Materials Transportation Act and the Clean Water Act.

“Equity Securities” shall mean any share, share capital, capital stock, partnership, membership, joint venture or similar interest in any Person (including any stock appreciation, phantom stock, profit participation or similar rights), and any option, warrant, right or security (including debt securities) convertible, exchangeable or exercisable therefor.

6

“Equity Incentive Plan Proposal” has the meaning given to such term in ‎Section 5.5.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fairness Opinion” means the opinion by King Kee Appraisal and Advisory Limited dated October 10, 2025.

“Financial Statements” has the meaning given to such term in ‎Section 3.7(a).

“Financing” has the meaning given to such term in ‎Section 5.9.

“Finder’s Agreement” means the finder’s agreement, dated April 1, 2025, by and between the SPAC and Alpha Innovators Limited, as may be amended from time to time.

“Fraud Claim” means any claim based in whole or in part upon fraud, willful misconduct or intentional misrepresentation.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Government Official” means (a) an officer or employee of any national, regional, local or other component of government, (b) a director, officer or employee of any entity in which a government or any component of a government possesses a majority interest; (c) a political party or political party official; and (e) any individual who is acting in an official capacity for any government, component of a government, or political party.

“Group Companies” means collectively, the Company and its Subsidiaries and “Group Company” refers to any of them.

“Hazardous Material” shall mean any material, emission, chemical, substance or waste that has been designated by any Authority to be radioactive, toxic, hazardous, a pollutant or a contaminant.

“Hazardous Material Activity” shall mean the transportation, transfer, recycling, storage, use, treatment, manufacture, removal, remediation, release, exposure of others to, sale, labeling, or distribution of any Hazardous Material or any product or waste containing a Hazardous Material, or product manufactured with ozone depleting substances, including, any required labeling, payment of waste fees or charges (including so-called e-waste fees) and compliance with any recycling, product take-back or product content requirements.

“IFRS” means International Financial Reporting Standards established by the International Accounting Standards Board, consistently applied.

“IPO” means the initial public offering of the SPAC pursuant to the IPO Prospectus.

“IPO Prospectus” means the prospectus of the SPAC’s offering of 5,750,000 units (including the exercised over-allotment option) dated July 2, 2024 and filed with the SEC (Registration No. 333-277780).

“IPO Sponsor” has the meaning given to such term in the Recitals.

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“In The Money Amount” in respect of a stock option means the amount, if any, by which the ‎aggregate fair market value at that time of the securities subject to the option exceeds the aggregate ‎exercise price of the option.

“Indebtedness” with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (a) the principal of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals, (b) amounts drawn (including any accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to the extent such amounts have actually been drawn), (c) the principal of and premium (if any) in respect of obligations evidenced by bonds, debentures, notes and similar instruments, (d) the termination value of interest rate protection agreements and currency obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (e) the principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered, including “earn outs” and “seller notes” but excluding payables arising in the Ordinary Course, (f) breakage costs, prepayment or early termination premiums, penalties, or other fees or expenses payable as a result of the consummation of the Transactions in respect of any of the items in the foregoing clauses (a) through (e), and (g) all Indebtedness of another Person referred to in clauses (a) through (f) above guaranteed directly or indirectly, jointly or severally.

“Initial Promissory Note” means the promissory note issued by the SPAC to the IPO Sponsor, pursuant to which the IPO Sponsor has agreed to provide to the SPAC loans for an aggregate principal amount up to $150,000 in total in accordance with the terms thereof.

“Intellectual Property” means any and all intellectual property and proprietary rights worldwide, whether registered or unregistered, including rights in and to the following in any jurisdiction throughout the world: (a) all patents and utility models and inventions (whether patentable or unpatentable and whether or not reduced to practice) and invention disclosures and all improvements thereto (“Patents”), (b) all trademarks, service marks, certification marks, collective marks, trade dress, logos, slogans, trade names, corporate and business names, and other indicia of source, including all goodwill symbolized thereby or associated therewith (“Trademarks”), (c) Internet domain names and rights of publicity and in social media usernames, handles, and accounts; (d) all works of authorship, copyrightable works, all copyrights and related rights (“Copyrights”), (e) all designs, industrial designs and mask works (“Designs”), (f) all trade secrets, know-how, proprietary information (such as processes, techniques, formulae, compositions, data analytics, source code, models and methodologies), business or financial information (such as customer and supplier lists, pricing and cost information and business and marketing plans and proposals), technical or engineering information (such as technical data, algorithms, designs, drawings and specifications) and other non-public or confidential information (“Trade Secrets”), (g) Technology, (h) Software, (i) any registrations or applications for registration for any of the foregoing, and any provisionals, divisionals, continuations, continuations-in-part, renewals, reissuances, revisions, re-examinations and extensions of any of the foregoing (as applicable), each of which shall be deemed to be included in Patents, Copyrights, Trademarks, Designs or the foregoing clause (c), as applicable, and (j) analogous rights to those set forth above.

“Intended Canada Tax Treatment” has the meaning given to such term in the Recitals.

“Intended Tax Treatment” means has the meaning given to such term in the Recitals.

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“Intended US Tax Treatment” has the meaning given to such term in the Recitals.

“Key Executive” means each of Lishao Wang, Wenwen Pei, Tianye Wang and Xiaoge Cheng.

“Law” means any domestic or foreign, federal, state, municipality or local law, statute, ordinance, code, principle of common law, act, treaty or order of general applicability of any applicable Authority, including rule or regulation promulgated thereunder.

“Liabilities” means any and all liabilities, Indebtedness, claims, or obligations of any nature (whether absolute, accrued, contingent or otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured and whether due or to become due), including Tax Liabilities due or to become due.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, and any conditional sale or voting agreement or proxy, including any agreement to give any of the foregoing.

“Lock-up Agreement” has the meaning given to such term in the Recitals.

“Lock-up Company Shareholders” means such Company Shareholders as mutually agreed by the SPAC and the Company should sign the Lock-up Agreements.

“Lookback Date” means May 1, 2020.

“Material Contracts” has the meaning given to such term in ‎Section 3.12(a).

“Non-Compete Agreements” has the meaning given to such term in the Recitals.

“OPA Assignee” has the meaning given to such term in ‎Section 5.1(a)(iii).

“Option Purchase Agreement” means the option purchase agreement, dated as of July 6, 2025, by and between the IPO Sponsor and the Company.

“Order” means any decree, order, judgment, writ, award, injunction, rule or consent of or by an Authority.

“Ordinary Course” means, with respect to an action taken or refrained from being taken by a Person, that such action or omission is taken in the ordinary course of the normal day-to-day operations of such Person.

“Outside Closing Date” has the meaning given to such term in ‎Section 8.1.

“Organizational Documents” means, with respect to any Person, its certificate of incorporation and bylaws, memorandum and articles of association or similar organizational documents, in each case, as amended.

“Organizational Documents Proposal” has the meaning given to such term in ‎Section 5.5(a).

“PCAOB Financials” has the meaning given to such term in ‎Section 5.14(a).

“Permitted Liens” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances disclosed in policies of title insurance which have been made available to the SPAC; (ii) mechanics’, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the Ordinary Course for amounts (A) that are not delinquent, (B) that are not material to the business, operations and financial condition of the Company and/or any of its Subsidiaries so encumbered, either individually or in the aggregate and (C) that do not result from a breach, default or violation by the Company and/or any of its Subsidiaries of any Contract or Law; and (iii) liens for Taxes not yet due and payable or which are being contested in good faith by appropriate proceedings (and for which adequate accruals or reserves have been established in accordance to the applicable accounting principles and standards).

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“Person” means an individual, corporation, partnership (including a general partnership, limited partnership or limited liability partnership), limited liability company, association, trust or other entity or organization, including a government, domestic or foreign, or political subdivision thereof, or an agency or instrumentality thereof.

“Permit” means any permit, license, approval, certificate, qualification, consent or authorization issued by an Authority.

“Pre-IPO Investments” has the meaning given to it in ‎Section 5.12.

“Promissory Notes” has the meaning given to such term in ‎Section 5.23.

“Proxy Statement” means the proxy statement forming part of the Proxy/Registration Statement filed with the SEC, with respect to the SPAC Shareholders’ Meeting and the transactions contemplated hereby, to be used for the purpose of soliciting proxies from the SPAC Shareholders to approve the transactions contemplated hereby.

“Proxy/Registration Statement” has the meaning given to such term in ‎Section 5.5(a).

“Real Property” means, collectively, all real properties and interests therein (including the right to use), together with all buildings, fixtures, trade fixtures, plant and other improvements located thereon or attached thereto; all rights arising out of use thereof (including air, water, oil and mineral rights); and all subleases, franchises, licenses, permits, easements and rights-of-way which are appurtenant thereto.

“Redemption Price” means $10 per SPAC Class A Share (as equitably adjusted for stock splits, stock dividends, combinations, recapitalizations and the like prior to the Closing).

“Registration Rights Agreement” means has the meaning given to such term in the Recitals.

“Representatives” of a Person means, collectively, such Person’s Affiliates, and the officers, directors, employees, accountants, consultants, legal counsel, agents and other representatives of such Person or its Affiliates.

“Rollover Option” has the meaning given to it in ‎Section 2.3(e)(iii).

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“Sanctions and Export Control Laws” means any applicable Law related to (a) import and export controls, including the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774), and the Export Controls Act of 2018, 22 U.S.C. 2751 et seq., the Israeli Control of Products and Services Declaration (Engagement in Encryption), 1974, (b) economic or financial sanctions imposed, administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, the European Union, any European Union Member State, the United Nations, Global Affairs Canada, Her Majesty’s Treasury of the United Kingdom, or (c) anti-boycott measures.

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“SEC” means the Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Laws” means Federal Securities Laws and other applicable foreign and domestic securities or similar Laws.

“Shareholders’ Agreement” means the unanimous shareholders’ agreement dated May 23, 2022, between the Company and the holders of Company Shares.

“Software” means any (a) computer, mobile, or device programs, systems, applications and code, including any software implementations of algorithms, models and methodologies and any source code, object code, firmware, middleware, APIs, development and design tools, applets, compilers and assemblers, (b) databases and compilations, including any and all libraries, data and collections of data whether machine readable, on paper or otherwise, (c) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, (d) technology supporting, and the contents and audiovisual displays of, any internet site(s) and (e) documentation, other works of authorship and media, including user manuals and training materials, relating to or embodying any of the foregoing or on which any of the foregoing is recorded.

“SPAC” means, (i) prior to the SPAC Continuance, Eureka Acquisition Corp, a Cayman Islands exempted company, and (ii) after the SPAC Continuance, Marine Thinking Holdings Inc. (or such other name as may be agreed by the Parties), a company incorporated under the CBCA and continued from Eureka Acquisition Corp in the Cayman Islands to Canada.

“SPAC Board” means the board of directors of the SPAC.

“SPAC Board Recommendation” has the meaning given to such term in ‎Section 5.5(b)(ii).

“SPAC Class A Shares” means (i) prior to the SPAC Continuance, the Class A ordinary shares of the SPAC, par value $0.0001 per share and (ii) following the SPAC Continuance, SPAC Class A Shares shall mean the Class A common shares without par value in the authorized share capital of the SPAC.

“SPAC Class B Shares” means (i) prior to the SPAC Continuance, the Class B ordinary shares of the SPAC, par value $0.0001 per share and (ii) following the SPAC Continuance, SPAC Class B Shares shall mean the Class B common shares without par value in the authorized share capital of the SPAC.

“SPAC Continuance” means the deregistration of the SPAC as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the continuance to Canada under the CBCA.

“SPAC Equity Incentive Plan” means the equity incentive plan in a form to be agreed by the Company and the SPAC to be adopted and approved by the SPAC Board and by the SPAC Shareholders at the SPAC Shareholders’ Meeting, effective upon the Closing Date, reserving a number of SPAC Class A Shares for grant thereunder that is equal to 15% of the fully diluted outstanding SPAC Shares as of immediately after the Closing.

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“SPAC Extension” has the meaning given to such term in ‎Section 5.22.

“SPAC Financial Statements” has the meaning given to such term in ‎Section 4.10(b).

“SPAC Material Adverse Effect” means a material adverse change or a material adverse effect upon on the assets, liabilities, condition (financial or otherwise), prospects, net worth, management, earnings, cash flows, business, operations or properties of the SPAC and its business, taken as a whole, whether or not arising from transactions in the Ordinary Course, or that would prevent or materially delay the Closing from happening, provided,however, that “SPAC Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which each of the SPAC operates; (iii) any changes in financial, banking or securities markets in general, including any disruption thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (iv) acts of war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted by this Agreement or any action taken (or omitted to be taken) with the written consent of or at the written request of the Company; (vi) any matter of which the Company is aware on the date hereof; (vii) any changes in applicable Laws or accounting rules or the enforcement, implementation or interpretation thereof; (viii) the announcement, pendency or completion of the transactions contemplated by this Agreement, including losses or threatened losses of employees, customers, suppliers, distributors or others having relationships with the SPAC; or (ix) any natural or man-made disaster or acts of God. Notwithstanding the foregoing, the amount of the SPAC Share Redemption, the failure to consummate any Financing or the failure to obtain SPAC Shareholders Approval shall not be deemed to be a SPAC Material Adverse Effect.

“SPAC Rights” means the right to receive one-fifth (1/5) of one SPAC Class A Share upon consummation of a Business Combination of the SPAC.

“SPAC SEC Documents” has the meaning given to such term in ‎Section 4.10.

“SPAC Securities” means the SPAC Shares, SPAC Rights, and SPAC Units, collectively.

“SPAC Shareholder Approval” means the approval, at the SPAC Shareholders’ Meeting where a quorum is present, of the Transaction Proposals comprising of:

(a)	in the case of the Business Combination Proposal, a special resolution in accordance with the Organizational<br>Documents of the SPAC and applicable Law requiring the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the<br>holders of the issued and outstanding SPAC Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and<br>entitled to vote on such matter;
(b)	in the case of the SPAC Continuance Proposal, a special resolution in accordance with the Organizational<br>Documents of the SPAC and applicable Law requiring the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the<br>holders of the issued and outstanding SPAC Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and<br>entitled to vote on such matter;
---	---

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(c)	in the case of the Organizational Documents Proposal, a special resolution in accordance with the Organizational<br>Documents of the SPAC and applicable Law requiring the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the<br>holders of the issued and outstanding SPAC Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and<br>entitled to vote on such matter;
(d)	in the case of the Director Appointment Proposal, an ordinary resolution of the holders of the SPAC Class<br>B Shares in accordance with the Organizational Documents of the SPAC and applicable Law requiring the affirmative vote of at least a majority<br>of the votes cast by the holders of the issued and outstanding SPAC Class B Shares present in person or represented by proxy at the SPAC<br>Shareholders’ Meeting and entitled to vote on such matter;
---	---
(e)	in the case of the Equity Incentive Plan Proposal, an ordinary resolution in accordance with the Organizational<br>Documents of the SPAC and applicable Law requiring the affirmative vote of at least a majority of the votes cast by the holders of the<br>issued and outstanding SPAC Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and entitled to vote<br>on such matter;
---	---
(f)	in the case of the Share Issuance Proposal, an ordinary resolution in accordance with the Organizational<br>Documents of the SPAC and applicable Law requiring the affirmative vote of at least a majority of the votes cast by the holders of the<br>issued and outstanding SPAC Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and entitled to vote<br>on such matter;
---	---
(g)	in the case of the Adjournment Proposal, if required, an ordinary resolution in accordance with the Organizational<br>Documents of the SPAC and applicable Law requiring the affirmative vote of at least a majority of the votes cast by the holders of the<br>issued and outstanding SPAC Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and entitled to vote<br>on such matter; and
---	---
(h)	in the case of any other Transaction Proposal (if any), a resolution duly approved by the holders of the<br>requisite number of the SPAC Shares present in person or represented by proxy at the SPAC Shareholders’ Meeting and entitled to<br>vote on such matter in accordance with the Organizational Documents of the SPAC and applicable Law.
---	---

“SPAC Shareholders” means the holders of the SPAC Shares.

“SPAC Shareholders’ Meeting” has the meaning given to such term in ‎Section 5.5(b)(i).

“SPAC Shares” means SPAC Class A Shares and SPAC Class B Shares.

“SPAC Share Redemption” means the right of the holders of SPAC Class A Shares to redeem all or a portion of their SPAC Class A Shares (in connection with the transactions contemplated by this Agreement) as set forth in Organizational Documents of the SPAC and the Trust Agreement.

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“SPAC Transaction Expenses” means all fees, costs and expenses incurred by, on behalf of or for the benefit of the SPAC prior to and through the Closing Date in connection with the negotiation, preparation and execution of this Agreement and the other Transaction Documents, the performance and compliance with all Transaction Documents and conditions contained herein to be performed or complied with at or prior to the Closing, and the consummation of the transactions contemplated hereby and thereby, including deferred underwriting fees and deferred advisor fees, any outstanding amounts under the Promissory Notes not converted into the SPAC Class A Shares prior to or as of the Closing (provided, however, that to the extent that the SPAC does not have sufficient working capital to repay the full balance of the unconverted Promissory Notes as of the Closing, such unpaid balances shall become a post-Closing liability of the SPAC), fees for the Fairness Opinion (if any), fees for financial and legal advisors, or other fees, costs, expenses and disbursements of counsel, accountants, advisors and consultants of the SPAC, whether paid or unpaid as of the Closing.

“SPAC Unit” means a unit of the SPAC comprised of one SPAC Class A Share and one SPAC Right, which shall include without limitation the public units, the private units and the units issued upon conversion of the loans of the SPAC.

“Subsidiary” or “Subsidiaries” means one or more entities of which at least fifty percent (50%) of the capital stock or share capital or other equity or voting securities are Controlled or owned, directly or indirectly, by the respective Person.

“Tangible Personal Property” means all tangible personal property and interests therein, including machinery, computers and accessories, furniture, office equipment, communications equipment, automobiles, trucks, forklifts, vehicles and other tangible properties owned or leased by the Company and used in connection with the Business.

“Tax(es)” means any federal, state, provincial, local or foreign tax, charge, fee, levy, custom, duty, deficiency, or other assessment of any kind or nature imposed by any Taxing Authority (including, without limitation, any income (net or gross), gross receipts, profits, windfall profit, sales, use, goods and services, ad valorem, franchise, license, withholding, employment, social security, workers compensation, unemployment compensation, employment, payroll, transfer, excise, import, real property, personal property, intangible property, occupancy, recording, minimum, alternative minimum, environmental or estimated tax), including any liability therefor as a transferee or successor, as a result of Treasury Regulation Section 1.1502-6 or similar provision of applicable Law or as a result of any Tax sharing, indemnification or similar agreement, together with any interest, penalty, additions to tax or additional amount imposed with respect thereto.

“Tax Act” means the Income Tax Act (Canada).

“Taxing Authority” means the Canada Revenue Agency, the United States Internal Revenue Service and any other Authority responsible for the collection, assessment or imposition of any Tax or the administration of any Law relating to any Tax.

“Total Company Share Number” means the total number of the Company Shares on a fully diluted basis as of immediately prior to the Closing (including all outstanding Company Shares and assuming the conversion, exercise or exchange of all of the other securities of the Company that are convertible, exercisable or exchangeable into Company Shares existing as of immediately prior to the Closing (such as the Company Options issued under the Company Option Agreements)).

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“Total Share Consideration” means a number of SPAC Class A Shares equal to the Company Valuation divided by the Redemption Price.

“Tax Return” means any return, information return, declaration, claim for refund or credit, report or any similar statement, and any amendment thereto, including any attached schedule and supporting information, whether on a separate, consolidated, combined, unitary or other basis, that is filed or required to be filed with any Taxing Authority in connection with the determination, assessment, collection or payment of a Tax or the administration of any Law relating to any Tax.

“Transaction Documents” mean collectively, this Agreement, the Voting Agreement, the Support Agreement, the Registration Rights Agreement, the Lock-up Agreements, the Non-Compete Agreements, the New Articles, the Amalgamation Agreement, the Employment Agreements, the SPAC Equity Incentive Plan, the Option Purchase Agreement, and any other agreements, documents or certificates entered into or delivered pursuant hereto or thereto.

“Transaction Proposals” has the meaning given to such term ‎Section 5.5(a).

“Transactions” means the SPAC Continuance, the Amalgamation and the other transactions contemplated by this Agreement.

“Trust Account” has the meaning given to such term in ‎Section 4.7.

“Trust Agreement” means the Investment Management Trust Agreement made as of July 2, 2024 by and between the SPAC and the Trustee, as may be amended, restated, supplemented or modified from time to time.

“Trustee” means Continental Stock Transfer & Trust Company acting as trustee pursuant to the Trust Agreement.

“$” or “USD” means U.S. dollars, the legal currency of the United States.

“USD / CAD Exchange Rate” means, as of the relevant time, the latest closing U.S. Dollar to Canadian Dollar exchange rate as determined by the Bank of Canada.

**ArticleII.**TRANSACTIONS

Section 2.1 The SPAC Continuance and the Amalgamation. Upon and subject to the terms and conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this ‎Section 2.1:

(a) On the terms and subject to the conditions set forth in this Agreement and in accordance with the applicable Laws, prior to the Amalgamation Effective Time, the SPAC shall complete the SPAC Continuance. In connection with the SPAC Continuance, (i) each SPAC Unit issued and outstanding immediately prior to the Closing shall, from and after the SPAC Continuance, continue to represent one SPAC Class A Share and one SPAC Right, (ii) each SPAC Class A Share and each SPAC Class B Share that is issued and outstanding immediately prior to the SPAC Continuance shall continue to represent one SPAC Class A Share or SPAC Class B Share, respectively, and (iii) each SPAC Right that is outstanding immediately prior to the SPAC Continuance shall, from and after the SPAC Continuance, continue to represent the right to receive one-fifth (1/5) of one SPAC Class A Share. Upon the completion of the SPAC Continuance, the name of the SPAC be changed from “Eureka Acquisition Corp” to “Marine Thinking Holdings Inc.” or such other name as the Parties may agree on.

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(b) On the terms and subject to the conditions set forth in this Agreement and in accordance with the CBCA, at least one (1) Business Day after the SPAC Continuance, at the Closing, the Company and the Amalgamation Sub shall amalgamate and continue as one company, being the Amalco, under the terms and conditions prescribed in the Amalgamation Agreement and in accordance with section 181 of the CBCA (the “Amalgamation”, and the time when the Amalgamation becomes effective, the “Amalgamation Effective Time”). Immediately following the Amalgamation Effective Time, the Amalco shall become a direct, wholly owned Subsidiary of the SPAC.

Section 2.2 Closing. The closing of the Transactions (including, for the avoidance of doubt, the SPAC Continuance) (the “Closing”), shall take place electronically by remote exchange of the closing deliverables as promptly as reasonably practicable, but in no event later than five (5) Business Days following the satisfaction (or, to the extent permitted by applicable Law, waiver) of the conditions set forth in ‎Article VI (other than those conditions that by their nature are to be satisfied at the Closing, but subject to satisfaction or waiver of such conditions) or at such other place, date and/or time as the SPAC and the Company may agree in writing (the date on which the Closing occurs, the “Closing Date”).

Section 2.3 The Amalgamation.

(a) Effect of the Amalgamation. At the Amalgamation Effective Time, the Amalgamation shall have the effects set forth in this Agreement, the Amalgamation Agreement and the applicable provisions of the CBCA. Without limiting the generality of the foregoing, and subject thereto, at the Amalgamation Effective Time, all the property, rights, privileges, agreements, powers and franchises, Liabilities and duties of the Company and the Amalgamation Sub shall vest in and become the property, rights, privileges, agreements, powers and franchises, Liabilities and duties of the Amalco, and the Amalco shall thereafter exist as a wholly owned subsidiary of the SPAC.

(b) Execution and Filing of Amalgamation Filing Documents. Subject to the satisfaction or waiver of all of the conditions set forth in this Agreement, the Company and the Amalgamation Sub shall execute and cause to be filed with the CBCA Director, the Amalgamation Application and such other documents as may be required in accordance with the applicable provisions of the CBCA or by any other applicable Law to make the Amalgamation effective (collectively, the “Amalgamation Filing Documents”). The Amalgamation shall become effective on the date as set forth in the Certificate of Amalgamation issued to the Amalco.

(c) Organizational Documents of the Amalco. At the Amalgamation Effective Time, the Organizational Documents of the Amalco shall be in substantially the form of (i) the articles of incorporation of the Amalgamation Sub and (ii) the bylaws of the Company as of the date hereof (except that the relevant provisions relating to the board of directors of the Amalco after the Closing shall reflect the arrangement as provided in ‎Section 5.19), in each case of (i) and (ii) with such changes as may be agreed by the Parties (if any).

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(d) Directors and Officers of the Amalco. At the Amalgamation Effective Time, the board of directors and officers of the Company and the Amalgamation Sub shall cease to hold office, and the board of directors and officers of the Amalco shall be individuals identified in the Amalgamation Agreement prior to the Amalgamation Effective Time who shall be the same directors and officers of the SPAC as provided in ‎Section 2.4, each to hold office in accordance with the Organizational Documents of the Amalco until they are removed or resign in accordance with the terms thereof or until their respective successors are duly elected or appointed and qualified.

(e) Effect of the Amalgamation on Issued Securities of the Company and the Amalgamation Sub. At the Amalgamation Effective Time, by virtue of the Amalgamation and without any action on the part of any Party or the holders of shares of the Company or the Amalgamation Sub:

(i) Company Shares. Each Company Share issued and outstanding and held by each Company Shareholder immediately prior to the Amalgamation Effective Time (other than the Dissent Shares) shall automatically be cancelled in exchange for a number of fully paid and non-assessable SPAC Class A Shares equal to the Amalgamation Multiple (i.e., the Amalgamation Consideration Shares) and such Company Share shall no longer be outstanding and cease to exist by virtue of the Amalgamation. In consideration of the issuance of the SPAC Class A Shares pursuant to this ‎Section 2.3(e)(i), Amalco shall issue to the SPAC one Amalco Share for each SPAC Class A Share so issued. Additionally, the SPAC shall receive one Amalco Share in exchange for each share of the Amalgamation Sub held by it at the Amalgamation Effective Time, and such shares of the Amalgamation Sub will be cancelled.

(ii) Dissent Shares. On the earlier of the Amalgamation Effective Time or an agreement between the Dissenting Shareholder and the Company for purchase of the Dissent Shares, as applicable, each Dissent Share, if any, issued and outstanding immediately prior to the Amalgamation Effective Time shall be cancelled, and the holder of such Dissent Share will cease to be the holder of such Dissent Share or to have any rights as a shareholder of the Company other than the right to be paid the fair value of such Dissent Share determined and payable in accordance with the CBCA.

(iii) Company Options. Each Company Option issued and outstanding immediately prior to the Amalgamation Effective Time shall automatically be cancelled in exchange for a share option exercisable to receive SPAC Class A Shares (each, a “Rollover Option”) for each Company Option held in accordance with the same terms and conditions as set forth in the applicable Company Option Agreement, and shall no longer be outstanding and cease to exist by virtue of the Amalgamation. Accordingly, from and after the consummation of the Amalgamation: (i) each such Rollover Option may be exercised solely for the SPAC Class A Shares; (ii) the number of the SPAC Class A Shares subject to each Rollover Option shall be determined by multiplying the number of Company Shares that were subject to such Company Option immediately prior to the consummation of the Amalgamation by the Amalgamation Multiple, and rounding the resulting number down to the nearest whole number of the SPAC Class A Shares; (iii) the per share exercise price for the SPAC Class A Shares issuable upon exercise of each Rollover Option shall be expressed in U.S. Dollars and determined by dividing the per share exercise price of Company Shares subject to such Company Option, as in effect immediately prior to the consummation of the Amalgamation (converted into U.S. Dollars by using the USD / CAD Exchange Rate as in effect on the last Business Day prior to the Closing Date), by the Amalgamation Multiple and rounding the resulting exercise price up to the nearest whole cent; and (iv) the Company shall assign, and the SPAC shall assume, the Company Option Agreements, and any restriction on any Company Option shall continue in full force and effect under the Rollover Option and the terms and other provisions of such Company Option shall otherwise remain unchanged, except for terms rendered inoperative by reason of the Transactions or for such other immaterial administrative or ministerial changes as the SPAC Board (or the compensation committee of the SPAC Board) may determine in good faith are necessary to effectuate the administration of the Rollover Options. The Company undertakes to the SPAC that the Company Option Agreements shall reflect the foregoing terms and shall not contain any terms that are inconsistent with the foregoing treatment, and shall assign to the SPAC. For greater certainty, the exchange of the Company Options for ‎Rollover Options pursuant to this ‎‎Section 2.3(e)(iii) is intended to be governed by subsection 7(1.4) of the Tax Act such ‎that the exercise price of the Rollover Options will be adjusted such that the In The ‎Money Amount of the Rollover Options immediately after the exchange does not exceed the In The Money Amount ‎of the Company Options immediately before the Amalgamation Effective Time.

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(iv) Amalgamation Sub Share. Each share of the Amalgamation Sub shall automatically be cancelled in exchange for the right to receive one fully paid and non-assessable Amalco Share, following which shares of the Amalgamation Sub shall no longer be outstanding and cease to exist by virtue of the Amalgamation.

(v) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the Tax Act of the Company Shares (less aggregate paid-up capital of Dissent Shares not exchanged for SPAC Class A Shares on Amalgamation) and the shares of the Amalgamation Sub immediately prior to the Amalgamation; and

(vi) Amalco shall become a wholly owned subsidiary of the SPAC.

(f) SPAC Securities. At the Amalgamation Effective Time, without any action on the part of any Party or the holders of shares of the SPAC:

(i) SPAC Units. Each SPAC Unit issued and outstanding immediately prior to the Closing shall (to the extent not already separated) be automatically severed and the holder thereof shall be deemed to hold one SPAC Class A Share and one SPAC Right in accordance with the terms of the applicable SPAC Unit.

(ii) SPAC Right. Each SPAC Right issued and outstanding immediately prior to the Closing shall be automatically converted into one-fifth of SPAC Class A Share.

(iii) SPAC Shares. Immediately following the separation of each SPAC Unit in accordance with ‎Section 2.3(f)(i) and the conversion of the SPAC Rights in accordance with ‎Section 2.3(f)(ii), (A) each SPAC Class A Share (other than the SPAC Class A Shares to be redeemed pursuant to the SPAC Share Redemption) shall continue to be issued and outstanding, (B) each SPAC Class A Share to be redeemed pursuant to the SPAC Share Redemption shall automatically be cancelled in exchange for the right to be redeemed pursuant to the SPAC Share Redemption, and shall no longer be outstanding and cease to exist, (C) each SPAC Class B Share issued and outstanding immediately prior to the Closing shall automatically be cancelled in exchange for the right to receive one SPAC Class A Share, and shall no longer be outstanding and cease to exist and (D) each SPAC Share held in the treasury of the SPAC immediately prior to the Closing shall no longer be outstanding and be cancelled and cease to exist and no consideration shall be delivered or deliverable in exchange therefor.

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(g) Company Share Schedule and Central Securities Register. At least five (5) Business Days prior to the Closing Date, the Company shall deliver to the SPAC (i) a detailed schedule setting forth the final pre-Closing numbers of the Total Company Share Number (including the number of shares subject to Company Options and the number of Dissent Shares), as well as the holders of such Company Shares and such Company Options, and a certification, duly executed by an authorized officer of the Company, that the information therein is, and will be as of immediately prior to the Amalgamation Effective Time, true and correct in all respects (as may be amended, the “Company Share Schedule”), and (ii) the most recent central securities register of the Company listing the address of each Company Shareholder (the “Central Securities Register”). The Company will review any comments to the Company Share Schedule provided by the SPAC or any of its Representatives no later than two days prior to the Closing Date, and consider and incorporate in good faith any reasonable comments proposed by the SPAC or any of its Representatives that are consistent with the terms in this Agreement.

Section 2.4 Directors and Officers; Organizational Documents of the SPAC.

(a) From and after the Closing, the composition of the SPAC Board shall be the same as the composition set forth in ‎Section 5.19, and such board of directors shall appoint or remove the officers of the SPAC as they deem appropriate.

(b) The Organizational Documents of the SPAC from and after the date on which the SPAC Continuance becomes effective shall be in the form attached hereto as Exhibit F (the “New Articles”).

Section 2.5 Closing Deliverables.

(a) At the Closing, the SPAC shall deliver, or cause to be delivered, to the Company a certificate signed by a duly authorized signatory of the SPAC, dated as of the Closing Date, certifying that the conditions specified in ‎Section 6.3(a), ‎Section 6.3(b) and ‎Section 6.3(c) have been fulfilled (other than any such condition that has been duly waived by the Company).

(b) At the Closing, the Company shall deliver, or cause to be delivered, to the SPAC:

(i) a certificate signed by the chief executive officer of the Company, dated as of the Closing Date, certifying that the conditions specified in ‎Section 6.2(a), ‎Section 6.2(b) and ‎Section 6.2(c) have been fulfilled (other than any such condition that has been duly waived by the SPAC);

(ii) certificate of good standing of the Company as of a date no earlier than five (5) Business Days prior to the Closing Date;

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(iii) a certificate executed by the Company’s secretary certifying as to the validity and effectiveness of, and attaching, (a) copies of the Company’s Organizational Documents as in effect as of the Closing Date (immediately prior to the Amalgamation Effective Time); (b) the Company Board Approval and the Company Shareholder Approval; and (c) the incumbency of officers of the Company authorized to execute this Agreement or any Transaction Document to which the Company is or is required to be a party or otherwise bound;

(iv) evidence reasonably acceptable to the SPAC that the Shareholders’ Agreement has been validly terminated as of the Closing Date; and

(v) duly executed confirmatory assignment agreements, in the form acceptable to the SPAC, acting reasonably, by and between each individual involved in the development of the Company’s Intellectual Property (including without limitation those listed on ‎Section 3.16 of the Company Disclosure Schedule) and the Company to assign all of such individual’s rights in such Intellectual Property to the Company (the “Confirmatory Assignment Agreements”), together with evidence reasonably acceptable to SPAC that such assignment has been duly recorded with or approved by all relevant Authorities, including the United States Patent and Trademark Office and the Canadian Intellectual Property Office.

Section 2.6 Delivery of the Amalgamation Consideration Shares.

(a) At the Amalgamation Effective Time, direct registration statements evidencing entitlement to Amalgamation Consideration Shares, issuable to each Company Shareholder as set forth in the Company Share Schedule shall, as soon as practicable, following the Amalgamation Effective Time, be delivered by the SPAC (or a transfer agent appointed by the SPAC) to such Company Shareholder at the address specified in the Central Securities Register. The SPAC shall rely solely on the information contained in the Company Share Schedule and the Central Securities Register for delivery of the Amalgamation Consideration Shares and shall have no liability to any Company Shareholder for reliance thereon. All share certificates formerly representing the Company Shares shall be deemed to be cancelled and any former non-certificated entry or position on the central securities register of Company shall be cancelled by the Company in accordance with any applicable Law and the Company’s Organizational Documents.

(b) No Fractional Shares. No certificates or scrip or book-entry credit representing fractional SPAC Class A Shares will be issued pursuant to the Amalgamation, and such fractional share interests will not entitle the owner thereof to vote or to any rights of a shareholder of the SPAC. In the event any holder of Company Share would otherwise be entitled to receive a fraction of a share of SPAC Class A Shares (after aggregating all fractional shares of SPAC Class A Shares issuable to such holder), such fractional share shall be rounded down to the nearest whole share. The Parties acknowledge that any such adjustment was not separately bargained-for consideration but merely represents a mechanical rounding off for purposes of avoiding the expense and inconvenience to the SPAC that would otherwise be caused by the issuance of fractional shares. For the avoidance of doubt, no rounding of numbers hereunder shall cause the aggregate number of the Amalgamation Consideration Shares for all Company Shareholders (assuming there is no Dissent Share) and the SPAC Class A Shares that become subject to all of the Rollover Options pursuant to ‎Section 2.3(e) to exceed the Total Share Consideration.

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Section 2.7 Payment of Transaction Expenses. By no later than two (2) Business Days prior to the Closing Date, the SPAC shall provide the Company with a statement setting forth in reasonable detail a list of the SPAC Transaction Expenses (other than costs and expenses related to any SPAC Extension) as of such date, and the relevant payee of each item of the SPAC Transaction Expenses (it being understood that such statement shall also include the amounts borrowed by the SPAC from any Person to pay for the SPAC Transaction Expenses).  At the Closing, the Company shall pay, or cause to be paid, to each payee (or, if no payee is listed, to the SPAC) an amount equal to the amount of the SPAC Transaction Expenses owed to such payee as set forth on the statement, so that all of the SPAC Transaction Expenses as set forth on the statement shall be paid in full by the Company at the Closing.

Section 2.8 Dissenter’s Rights. Company Shareholders will be entitled to exercise dissent rights with respect to their Company Shares in connection with the Amalgamation pursuant to or in the manner set forth in the CBCA. Immediately after the Company Special Meeting, the Company shall give the SPAC prompt written notice of any notice of dissent, withdrawal of such notice and any other instruments served pursuant to such dissent rights and received by the Company and shall provide SPAC with copies of such notices and written objections. The Company Shares held by a Dissenting Shareholder (the “Dissent Shares”) shall not be exchanged for the SPAC Class A Shares pursuant to the Amalgamation and shall be treated instead as provided in ‎Section 2.3(e)(ii). However, if a Dissenting Shareholder (i) fails to perfect or effectively withdraws such Dissenting Shareholder’s claim or comply with the dissent procedures under the CBCA, or (ii) instructs a proxy holder to vote in favor of the Amalgamation at the Company Special Meeting; or (iii) if such Dissenting Shareholder’s right as a Company Shareholder are otherwise reinstated, such Company Shareholder’s Company Shares shall thereupon be deemed to have been exchanged for the SPAC Shares as of the Amalgamation Effective Time.

Section 2.9 Withholding. Each of the Company, the SPAC, the Amalgamation Sub, their respective Affiliates and Representatives, and any other withholding agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it is required to deduct and withhold with respect to the making of such payment under the Tax Act, the Code, or any provision of provincial, state, local or non-Canadian or non-U.S. Tax Law. To the extent that amounts are so withheld by the SPAC, the Company, the SPAC and the Amalgamation Sub (or their Affiliates or Representatives), as the case may be, and paid over to the appropriate Taxing Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made.

Section 2.10 Section 368 Reorganization. The Parties to this Agreement hereby (i) adopt this Agreement as a “plan of reorganization” within the meaning of Section 1.368-2(g) of the United States Treasury Regulations, (ii) agree to file and retain such information as shall be required under Section 1.368-3 of the United States Treasury Regulations, and (iii) agree to file all Tax and other informational returns on a basis consistent with such characterization. Each Party will use commercially reasonable efforts, and agrees to cooperate with the other Parties and to provide to the other Parties such information and documentation as may be necessary, proper or advisable, to cause the Transactions to so qualify, and will not knowingly take an action that would cause the Transactions to fail to qualify, as a reorganization within the meaning of Section 368(a) of the Code. Notwithstanding the foregoing or anything else to the contrary contained in this Agreement, the Parties acknowledge and agree that no Party is making any representation or warranty as to the qualification of the Transactions as a reorganization under Section 368 of the Code or as to the effect, if any, that any transaction consummated on, after or prior to the Amalgamation Effective Time has or may have on any such reorganization status. Each of the Parties acknowledges and agrees that each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement, and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Amalgamation is determined not to qualify as a reorganization under Section 368 of the Code.

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Section 2.11 Taking of Necessary Action; Further Action. If, at any time before after the Amalgamation Effective Time, any further action is necessary or desirable to carry out the purposes of this Agreement, the officers and directors of the Company and the SPAC are fully authorized in the name of their respective corporations or otherwise to take, and will take, all such lawful and necessary action, so long as such action is not inconsistent with this Agreement.

**ArticleIII.**REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to the SPAC that each of the following representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a certain date, as of such date), except as set forth in the Company’s disclosure schedule delivered by the Company to the SPAC in connection with this Agreement as of the date hereof (the “Company Disclosure Schedule”) (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face or is cross-referenced):

Section 3.1 Corporate Existence and Power.

(a) Each Group Company is a corporation, limited liability company or other applicable business entity duly organized or formed, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its jurisdiction of formation or organization (as applicable). ‎Section 3.1(a) of the Company Disclosure Schedule sets forth the jurisdiction of formation or organization (as applicable) for each Group Company. Each Group Company has the requisite corporate, limited liability company or other applicable business entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted.

(b) True and complete copies of the Organizational Documents of the Company have been made available to the SPAC, in each case, as amended and in effect as of the date of this Agreement. The Organizational Documents of the Company are in full force and effect, and the Company is not in breach or violation of any provision set forth in its Organizational Documents. True and complete copies of the Organizational Documents of the Subsidiaries of the Company have been made available to the SPAC and are in full force and effect and such Subsidiaries are not in breach or violation of any of the provisions thereof.

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(c) Each Group Company is duly qualified or licensed to transact business and is in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) in each jurisdiction in which the property and assets owned, leased or operated by it, or the nature of the business conducted by it, makes such qualification or licensing necessary.

Section 3.2 Capitalization; Subsidiaries.

(a) Section 3.2(a) of the Company Disclosure Schedule sets forth a true and complete statement of (i) the number and class or series (as applicable) of all of the Equity Securities of the Company issued and outstanding, (ii) the identity of the Persons that are the record and beneficial owners thereof, and (iii) the number and class or series (as applicable) of Equity Securities held by each such Person. Other than as described in ‎Section 3.2(a) of the Company Disclosure Schedule and the Company Options that may be issued prior to the Closing Date pursuant to Company Option Agreements to purchase no more than 10% Company Shares issued and outstanding as of the date hereof, no other Equity Securities of the Company are issued, reserved for issuance or outstanding. The Company has no outstanding (x) equity appreciation, phantom equity or profit participation rights or (y) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Company. All of the Equity Securities of the Company have been duly authorized and validly issued. All of the outstanding Company Shares are fully paid and non-assessable. The Equity Securities of the Company (1) were not issued in violation of any preemptive rights, call option, right of first refusal or first offer, subscription rights, transfer restrictions or similar rights of any Person and (2) have been offered, sold and issued in compliance with applicable Laws, including Securities Law, and the Organizational Documents of the Company or any other Contract to which the Company is party or bound. The Equity Securities of the Company are owned by the Company Shareholders as set forth in ‎Section 3.2(a) of the Company Disclosure Schedule, free and clear of all Liens (other than the transfer restrictions under the articles of the Company, the Shareholders’ Agreement and applicable Securities Law). There are no voting trusts, proxies or other Contracts to which the Company is a party with respect to the voting or transfer of the Company’s Equity Securities. The Company has not adopted any shareholder rights plan, “poison pill” or similar anti-takeover instrument or plan in effect to which any Group Company would be or become subject, party or otherwise bound.

(b) ‎Section 3.2(b) of the Company Disclosure Schedule sets forth a true and complete statement of (i) the name and jurisdiction of formation of each Subsidiary of the Company, (ii) the number and class or series (as applicable) of all of the Equity Securities of each Subsidiary of the Company issued and outstanding, (iii) the identity of the Persons that are the record and beneficial owners thereof and (iv) the number and class or series (as applicable) of Equity Securities held by each such Person. Other than as described in ‎Section 3.2(b) of the Company Disclosure Schedule, no other Equity Securities of any Subsidiary of the Company are issued, reserved for issuance or outstanding. For each Subsidiary of the Company, there are no outstanding (A) equity appreciation, phantom equity, or profit participation rights or (B) options, restricted stock, phantom stock, warrants, purchase rights, subscription rights, conversion rights, exchange rights, calls, puts, rights of first refusal or first offer or other Contracts that could require any Subsidiary of the Company to issue, sell or otherwise cause to become outstanding or to acquire, repurchase or redeem any Equity Securities or securities convertible into or exchangeable for Equity Securities of the Subsidiaries of the Company. All of the outstanding Equity Securities of each Subsidiary of the Company are duly authorized and validly issued, duly registered and non-assessable (if applicable), were offered, sold and delivered in compliance with all applicable securities Laws and the Organizational Documents of such Subsidiary, and are owned by the Company or one of its Subsidiaries free and clear of all Liens (other than those, if any, imposed by such Subsidiary’s Organizational Documents). There are no voting trusts, proxies or other Contracts with respect to the voting or transfer of any Equity Securities of any Subsidiary of the Company.

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(c) None of the Group Companies owns or holds (of record, beneficially, legally or otherwise), directly or indirectly, any Equity Securities in any other Person or the right to acquire any such Equity Security, and none of the Group Companies is a partner or member of any partnership, limited liability company or joint venture.

(d) ‎Section 3.2(d) of the Company Disclosure Schedule sets forth a list of all Indebtedness of the Group Companies as of the date of this Agreement, including the principal amount of such Indebtedness, the outstanding balance as of the date of this Agreement, and the debtor and the creditor thereof.

(e) No Group Company holds any material assets or conduct any material business activities in the United States.

Section 3.3 Authorization. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents (to which it is a party) and the consummation by the Company of the transactions contemplated hereby and thereby are within the respective corporate powers of the Company and have been duly authorized by all necessary corporate action on the part of Company, to the extent required by their respective Organizational Documents, applicable Laws or any Contract to which it is a party or by which its securities are bound. This Agreement has been duly executed and delivered by the Company and it constitutes, and upon their execution and delivery, the Transaction Documents (to which it is a party to) will constitute, a valid and legally binding agreement of the Company, enforceable against it in accordance with their representative terms. ‎Section 3.3 of the Company Disclosure Schedule provides the true and complete copies of the Company Board Approval. The Company Approvals are the only corporate approvals necessary in connection with the entry into this Agreement and other Transaction Documents by the Company, the Company Shareholders and their Affiliates, and the consummation of the transactions contemplated hereby, including the Closing.

Section 3.4 Approvals. No consent, approval or authorization of, or designation, declaration to or filing with, notice to, or any other action by or in respect of, any Authority or other Person is required on the part of any Group Company with respect to their execution, delivery and performance of this Agreement and each Transaction Document to which it is a party or the consummation of the transactions contemplated hereby and thereby, and, in particular, no consent, approval or authorization of, or designation, declaration to or filing with, notice to, or any other action by or in respect of, any governmental contract listed on ‎Section 3.4 of the Company Disclosure Schedule, except for (i) the filings as expressly contemplated by ‎Article II, (ii) the SEC declaration of effectiveness of the Proxy/Registration Statement, and (iii) any consents, approvals, authorizations, designations, declarations, filings, notices or actions, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

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Section 3.5 Non-Contravention. The execution, delivery or performance by the Company of this Agreement or any Transaction Documents to which it is a party does not and will not (a) contravene or conflict with the organizational or constitutive documents of the Company, (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to the Group Companies, (c) constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the Group Companies require any payment or reimbursement or to a loss of any material benefit relating to the business to which any Group Company is entitled under any provision of any Permit, Contract or other instrument or obligations binding upon the Group Companies or by which any of the Company Shares or other Equity Securities of the Group Companies, or any of the Group Companies’ assets is or may be bound or any Permit, (d) result in the creation or imposition of any Lien on any of the Company Shares or other Equity Securities of the Group Companies, (e) cause a loss of any material benefit relating to the business to which any Group Company is entitled under any provision of any Permit or Contract binding upon any Group Company, or (f) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the Group Companies’ material assets.

Section 3.6 Sufficiency of Assets. The assets used or held by the Group Companies comprise all of the assets necessary for the continuation of the business of the Group Companies as carried on as at the date of this Agreement. The Company does not depend on the use of assets owned, or facilities or services provided by, any Company Shareholder or any of its Affiliates (other than the Group Companies).

Section 3.7 Financial Statements.

(a) Section 3.7(a) of the Company Disclosure Schedule includes (i) the audited consolidated financial statements of the Company as of and for the fiscal years ended on April 30, 2022, consisting of the audited balance sheets as of such dates, the audited income statements for the twelve (12) month period ended on such date, and the audited cash flow statements for the twelve (12) month period ended on such date and (ii) the unaudited consolidated financial statements of the Company as of and for the fiscal years ended on April 30, 2023, April 30, 2024 and April 30, 2025, respectively, consisting of the unaudited balance sheets as of such dates, the unaudited income statements for the twelve (12) month periods ended on such dates, and the unaudited cash flow statements for the twelve (12) month period ended on such date ((i) and (ii) collectively, the “Financial Statements”).

(b) The 2022 Financial Statements are complete and accurate and fairly present in all material respects, in conformity with IFRS, and the 2023-2025 Financial Statements are complete and accurate and fairly present in all material respects, in conformity with GAAP, in each instance applied on a consistent basis in all material respects, the financial position of each Group Company as of the dates thereof and the results of operations of each Group Company for the periods reflected therein. The Financial Statements (i) were prepared from the Books and Records of the Group Companies; (ii) were prepared on an accrual basis in accordance with IFRS consistently applied; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial condition as of their dates; and (iv) contain and reflect adequate provisions for all material Liabilities for all material Taxes applicable to the Group Companies with respect to the periods then ended.

(c) The systems of internal accounting controls maintained by the Group Companies are sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain accountability for assets; and (iii) material information is communicated to management as appropriate.

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(d) Neither the Company nor any of its Subsidiaries is a party to, or is subject to any commitment to become a party to, any joint venture, off-balance sheet partnership or any similar Contract (including any Contract or arrangement relating to any transaction or relationship between or among the Company and any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, on the other hand), including any structured finance, special purpose or limited purpose entity or Person, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the Securities Act), in each case, where the result, purpose or effect of such Contract is to avoid disclosure of any material transaction involving, or material liabilities of, the Company or any of its Subsidiaries in the Financial Statements.

(e) Neither the Company nor any of its Subsidiaries has received from any employee of the Company or its Subsidiaries any written or, to the Company’s Knowledge, oral complaint, allegation, assertion or claim with respect to unlawful or potentially unlawful activity regarding accounting, internal accounting controls, auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries, and the Group Companies have not independently identified or received any written notice from their independent accountants regarding any of the foregoing.

(f) Other than as set forth in the Financial Statements and as described in the notes thereto or expressly contemplated by the Transaction Documents, the Group Companies do not have any Indebtedness, whether or not contingent, for borrowed money, and whether or not evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security or similar instrument.

Section 3.8 Books and Records. All Contracts, documents, and other papers or copies thereof delivered to the SPAC by or on behalf of the Company are true and authentic. The Books and Records reflect fairly in all respects the transactions and dispositions of assets of and the providing of products and services by the Group Companies, and have been properly and accurately kept and completed in all respects, and there are no material inaccuracies or discrepancies of any kind contained or reflected therein.

Section 3.9 Absence of Certain Changes. Since the Balance Sheet Date, each Group Company has conducted the business in the Ordinary Course consistent with past practices. Without limiting the generality of the foregoing, since the Balance Sheet Date, and except as otherwise set forth in ‎Section 3.9 of the Company Disclosure Schedule, there has not been:

(a) any Company Material Adverse Effect;

(b) any transaction, Contract or other instrument entered into, or commitment made, by any Group Company relating to its business, or any of its assets (including the acquisition or disposition of any assets) or any relinquishment by any Group Company of any Contract or other right, in either case other than transactions and commitments in the Ordinary Course, including kind and amount, with past practices and those contemplated by this Agreement, and except as would not be material to the Group Companies taken as a whole;

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(c) (i) any redemption of, declaration, setting aside or payment of any dividend or other distribution with respect to any capital stock or share capital or other equity interests in any Group Company; (ii) any issuance by any Group Company of shares or of shares of capital stock or other equity interests in any Group Company (other than pursuant to any effective employee equity incentive plan), or (iii) any repurchase, redemption or other acquisition, or any amendment of any term, by any Group Company of any outstanding shares or shares of capital stock or other equity interests (other than pursuant to any effective employee equity incentive plan);

(d) (i) any creation or other incurrence of any Lien other than Permitted Liens on any Group Company’s equity shares or any of any Group Company’s assets, and (ii) any making of any loan, advance or capital contributions to or investment in any Person by any Group Company, in each case other than those created or incurred in the Ordinary Course of the Group Companies consistent with past practice and that are not material to the Group Companies, taken as a whole;

(e) any material personal property damage, destruction or casualty loss or personal injury loss (whether covered by insurance or not) affecting the business or assets of any Group Company;

(f) any material labor dispute, other than routine individual grievances, or any material activity or proceeding by a labor union or representative thereof to organize any employees of any Group Company, which employees were not subject to a collective bargaining agreement at the Balance Sheet Date, or any lockouts, strikes, slowdowns, work stoppages or threats thereof by or with respect to any employees of any Group Company;

(g) any sale, transfer, lease to others or other disposition of any of its material assets by any Group Company except for inventory, licenses or services sold in the Ordinary Course of the Group Companies consistent with past practices or any sale, transfer, lease to others or other disposition of immaterial amounts other Tangible Personal Property;

(h) (i) any material amendment to or termination of any Material Contract, (ii) any material amendment to any material license or material permit from any Authority held by any Group Company, (iii) any receipt of any notice of termination of any of the items referenced in (i) and (ii); and (iv) any material default by any Group Company under any Material Contract, or any material license or material permit from any Authority held by any Group Company;

(i) any capital expenditure by any Group Company in excess in any fiscal month of $25,000 per one transaction or entering into any lease of capital equipment or property under which the annual lease charges exceed $25,000 in the aggregate by the Group Companies taken as a whole;

(j) any institution of litigation, settlement or agreement to settle any litigation, action, proceeding or investigation before any court or governmental body relating to any Group Company or its property or suffering of any actual litigation, action, proceeding or investigation before any court or governmental body relating to any Group Company or its property;

(k) any loan of any monies to any Person or guarantee of any obligations of any Person by any Group Company, in excess of $25,000, other than accounts payable and accrued liabilities in the Ordinary Course of such Group Company consistent with past practices;

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(l) except as required by the appliable accounting principles and standards, any change in the accounting methods or practices (including, any change in depreciation or amortization policies or rates) of any Group Company or any revaluation of any of the assets of any Group Company;

(m) any material amendment to any Group Company’s Organizational Documents, or any engagement by any Group Company in any merger, consolidation, reorganization, reclassification, liquidation, dissolution or similar transaction, other than as provided for in this Agreement or the Transactions;

(n) any acquisition of assets (other than acquisitions of inventory or other assets in the Ordinary Course of the Group Companies) or the business of any Person;

(o) any material Tax election made by any Group Company outside of the Ordinary Course consistent with past practice, or any material Tax election changed or revoked by any Group Company; any material claim, notice, audit report or assessment in respect of Taxes settled or compromised by any Group Company; any annual Tax accounting period changed by any Group Company; any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax (other than an ordinary commercial agreement the principal purpose of which does not relate to Taxes) entered into by any Group Company; or any right to claim a material Tax refund surrendered by any Group Company; or

(p) any undertaking of any legally binding obligation to do any of the foregoing.

Section 3.10 Properties; Title to Group Company’s Assets

(a) The material items of Tangible Personal Property have no material defects, are in good operating condition, function in accordance with their intended uses (ordinary wear and tear excepted) and have been properly maintained, and are suitable for their present uses and meet all specifications and warranty requirements with respect thereto.

(b) Section 3.10(b) of the Company Disclosure Schedule sets forth each Group Company’s list of leased properties. Each Group Company has good, valid and marketable title in and to, or in the case of the leases and the assets which are leased or licensed pursuant to Contracts, a valid leasehold interest or license in or a right to use, all of their assets reflected on the Financial Statements or acquired after Balance Sheet Date. The Group Companies’ assets constitute all of the assets of any kind or description whatsoever, including goodwill, that are necessary for the Group Companies to operate the Business immediately after the Closing in materially the same manner as the Business is currently being conducted.

Section 3.11 Litigation. There is no Action (or any basis therefore) pending against, threatened against or affecting, any Group Company, any of its officers or directors, its business, or any Group Company’s Equity Securities, or any of assets or any Contract of any Group Company before any court, arbitral tribunal, Authority or official, or which in any manner challenges or seeks to prevent, enjoin, alter or delay the transactions contemplated hereby or by the Transaction Documents. There are no outstanding judgments against any Group Company. Each of the Group Companies is not, and has not been in the past five (5) years, subject to any proceeding with any Authority.

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Section 3.12 Material Contracts

(a) ‎Section 3.12(a) of Company Disclosure Schedule lists all material Contracts, oral or written (collectively, the “Material Contracts”) to which the Company is a party and which are currently in effect and which constitute the following:

(i) all Contracts that require annual payments or expenses by, or annual payments or income to, the Group Companies of $25,000 or more individually (other than standard purchase and sale orders entered into in the Ordinary Course consistent with past practice);

(ii) all sales, advertising, agency, lobbying, broker, sales promotion, market research, marketing or similar contracts and agreements, in each case requiring the payment of any commissions by the Group Companies in excess of $25,000 annually on an individual basis;

(iii) all employment Contracts, employee leasing Contracts, and consultant and sales representatives Contracts with any current or former officer, director, employee or consultant of any Group Company or other Person, under which any Group Company (A) have continuing obligations for payment of annual compensation of at least $100,000 (other than oral arrangements for at-will employment), or (B) has material severance or post termination obligations to such Person (other than COBRA obligations);

(iv) all Contracts creating a material joint venture, strategic alliance, management or similar agreement with an Affiliate, and all limited liability company and partnership agreements to which any Group Company is a party;

(v) all Contracts relating to any material acquisitions or dispositions of assets by any Group Company in excess of $125,000;

(vi) all Contracts for material licensing agreements, including Contracts licensing material Intellectual Property;

(vii) all Contracts relating to material secrecy, confidentiality and nondisclosure agreements restricting the conduct of any Group Company or substantially limiting the freedom of any Group Company to compete in any line of business or with any Person or in any geographic area;

(viii) all Contracts relating to material Intellectual Property of any Group Company;

(ix) all Contracts providing for material guarantees, indemnification arrangements and other hold harmless arrangements made or provided by any Group Company, including all ongoing agreements for repair, warranty, maintenance, service, indemnification or similar obligations;

(x) all Contracts relating to any Affiliate Transactions;

(xi) all Contracts relating to property or assets (whether real or personal, tangible or intangible) in which any Group Company holds a leasehold interest and which involve payments to the lessor thereunder in excess of $2,500 per month;

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(xii) any Contract under which the Company or any of its Subsidiaries has (A) created, incurred, assumed or guaranteed (or may create, incur, assume or guarantee) indebtedness for money borrowed (excluding, for the avoidance of doubt, any intercompany arrangements solely between or among the Company or any of its Subsidiaries), (B) granted a Lien on its assets or group of assets, whether tangible or intangible, to secure any indebtedness for money borrowed, (C) extended credit to any Person (other than Contracts involving immaterial advances made to an employee of the Company or any of its Subsidiaries in the Ordinary Course as currently conducted) or (D) relating to outstanding Indebtedness, including financial instruments of indenture or security instruments (typically interest-bearing) such as notes, mortgages, loans and lines of credit, except any such Contract with a non-Affiliate with an aggregate outstanding principal amount not exceeding $25,000;

(xiii) any Contract relating to the voting or control of the equity interests of any Group Company or the election of directors of any Group Company (other than the Organizational Documents of any Group Company);

(xiv) any Contract under which any right of termination, cancellation, amendment or acceleration of any right or obligation of any Group Company or any payment or reimbursement could be given rise to by the consummation of the transactions contemplated by this Agreement or any of the Transaction Documents to which any Group Company is a party; and

(xv) any Contract for which any of the benefits, compensation or payments (or the vesting thereof) with respect to a director, officer, employee or consultant of any Group Company will be increased or accelerated by the consummation of the transactions contemplated hereby or the amount or value thereof will be calculated on the basis of any of the transactions contemplated by this Agreement.

(b) Each Material Contract is a valid and binding agreement, and is in full force and effect, and neither any Group Company nor, to the Company’s Knowledge, any other party thereto, is in breach or default (whether with or without the passage of time or the giving of notice or both) under the terms of any such Material Contract. None of the Group Company has assigned, delegated, or otherwise transferred any of its rights or obligations with respect to any Material Contracts, or granted any power of attorney with respect thereto or to any Group Company’s assets, (iii) no Contract (A) requires any Group Company to post a bond or deliver any other form of security or payment to secure its obligations thereunder or (B) imposes any non-competition covenants that may be binding on, or restrict its business or require any payments by or with respect to the SPAC or any of its Affiliates. No Contract of any Group Company contains an obligation of any Group Company to make a payment upon consummation of the Transactions or as a result of a change of control of the Group Companies as defined in the relevant Contract.

(c) None of the execution, delivery or performance by the Company of this Agreement or Transaction Documents to which the Company is a party or the consummation by the Company of the transactions contemplated hereby or thereby constitutes a default under or gives rise to any right of termination, cancellation or acceleration of any obligation of any Group Company or to a loss of any material benefit to which any Group Company is entitled under any provision of any Material Contract.

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(d) The Group Companies are in compliance with all covenants, including all financial covenants, in all notes, indentures, bonds and other instruments or agreements evidencing any Indebtedness.

Section 3.13 Licenses and Permits. ‎Section 3.13 of the Company Disclosure Schedule correctly lists each material Permits affecting, or relating in any way to, the Company’s business as currently conducted. Such Permits are valid and in full force and effect, and none of the Permits will, be terminated or impaired or become terminable as a result of the transactions contemplated hereby. Each Group Company has all Permits necessary to operate its business, except as would not be material to the business of the Group Companies taken as a whole. There is no outstanding notice of revocation, cancellation or termination of any Permit has been received by the Company or any of its Subsidiaries; there are no Actions pending or threatened that seek the revocation, suspension, withdrawal, adverse modification, cancellation or termination of any Permit of the Group Companies. The consummation of the transactions contemplated by this Agreement will not cause the revocation, modification or cancellation of any Permits of the Group Companies, except for any such revocation, modification or cancellation that would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

Section 3.14 Compliance with Laws. None of the Group Companies is in violation of or has violated, and is neither under investigation with respect to nor has been threatened to be charged with or given notice of any violation or alleged violation of, any Law, or judgment, order or decree entered by any court, arbitrator or Authority, domestic or foreign, nor, to the Company’s Knowledge, is there any basis for any such charge. Since the Lookback Date, none of the Group Companies have received any subpoenas by any Authority. Each Group Company has implemented, maintains, and complies in all material respects with internal compliance programs designed to detect and prevent violations of any applicable Laws.

Section 3.15 Compliance with Anti-Corruption Laws.

(a) The Company and its Subsidiaries, and each of their respective officers, directors, employees, agents, representatives or other persons acting on its behalf have complied with and are in compliance with Anti-Corruption Laws. Neither the Group Companies nor their respective directors or officers, nor, to the Company’s Knowledge, any of their employees, agents, or any other Persons acting for or on behalf of any of the Group Companies has, directly or knowingly indirectly (i) made, offered, promised, authorized, paid or received any unlawful bribes, kickbacks or other similar payments to or from any Person, (ii) made, offered, promised, authorized or paid any unlawful contributions to a domestic or foreign political party or candidate or (iii) otherwise made, offered, promised, authorized, paid or received any improper payment in violation of any Anti-Corruption Laws.

(b) The Company and each of its Subsidiaries has maintained and currently maintains (i) Books and Records which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company and its Subsidiaries, and (ii) internal accounting controls sufficient to provide reasonable assurances that all transactions and access to assets of the Company and its Subsidiaries were, have been and are executed only in accordance with management’s general or specific authorization.

(c) The Company and each of its Subsidiaries has in place policies, procedures and controls that are reasonably designed to promote and ensure compliance with Anti-Corruption Laws.

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(d) None of the Company’s nor any of its Subsidiaries’ respective officers and directors, and to the Company’s Knowledge, their respective employees is or was a Government Official or a close family member of a Government Official.

(e) To the Company’s Knowledge, no Authority is investigating or has in the past five (5) years conducted, initiated or threatened any investigation of the Company or any of its Subsidiaries, or the Company’s or its Subsidiaries’ respective officers or directors for alleged violation of Anti-Corruption Laws in connection with activities relating to the Company or any of its Subsidiaries.

(f) Neither the Company nor any of its Subsidiaries, nor any of the Company’s or its Subsidiaries’ Affiliates, nor any of the Company’s or its Subsidiaries’ directors, officers, employees, agents or representatives, is, or is owned or controlled by one or more Persons that: (i) are named on any Sanctions and Export Control Laws-related list of designated Persons maintained by an Authority; (ii) are located, organized or resident in a country or territory which is itself the subject of or target of any Sanctions and Export Control Laws (including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria) or have conducted business with any Person or entity or any of its respective officers, directors, employees, agents, representatives or other Persons acting on its behalf that is located, organized or resident in a country or territory that is the subject of or target of any Sanctions and Export Control Laws (including, without limitation, Crimea, Cuba, Iran, North Korea, and Syria); (iii) an entity 50-percent or more owned, directly or indirectly, by one or more Persons described in clause (i) or (ii); or (iv) otherwise engaging in dealings with or for the benefit of any Person described in clauses (i) through (iii).

(g) Neither the Group Companies, their directors or officers, nor, any of their shareholders, employees, agents, or any other Persons in their capacity as such, is in violation of, or has been, in violation of, has been threatened to be charged with or given notice of any violation of, or is under investigation with respect to and has not been threatened to be charged with or given notice of any violation of, applicable Sanctions and Export Control Laws.

Section 3.16 Intellectual Property

(a) ‎Section 3.16 of the Company Disclosure Schedule sets forth a true, correct and complete list of all material Intellectual Properties owned by the Group Companies.

(b) Since the Lookback Date, to the Company’s Knowledge, no Group Company has been sued or charged in writing with or been a defendant in any Action that involves a claim of infringement of any Intellectual Property, and the Company has no knowledge of any other claim of infringement by the Group Companies, and no knowledge of any continuing infringement by any other Person of any Intellectual Property of the Group Companies.

(c) The Group Companies own or have a valid and enforceable right to use any and all Intellectual Property used or held for use in, or otherwise necessary for, the conduct of the Business as currently conducted. The current use by the Group Companies of the Intellectual Properties does not infringe, and will not infringe, the rights of any other Person in any material respect.

(d) All employees, agents, consultants or contractors who have contributed to or participated in the creation or development of any material copyrights, patents or trade secrets on behalf of the Group Companies or any predecessor in interest thereto, to the Company’s Knowledge, either: (i) is a party to a “work-for-hire” agreement under which the any Group Company is deemed to be the original owner/author of all property rights therein; or (ii) has executed an assignment or an agreement to assign in favor of the Group Companies (or such predecessor in interest, as applicable) all right, title and interest in such material.

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(e) The execution, delivery or performance by the Company of this Agreement or any of the Transaction Documents to which it is a party or the consummation of the transactions contemplated hereby or thereby will cause any material Intellectual Property owned, licensed, used or held for use by the Group Companies immediately prior to the Closing to not be owned, licensed or available for use by the Group Companies on substantially the same terms and conditions immediately following the Closing in any material respect.

(f) The Group Companies have taken reasonable measures to safeguard and maintain the confidentiality and value of all trade secrets and other items of Intellectual Property that are material and confidential, and all other material and confidential information, data and materials licensed by any Group Company or otherwise used in the operation of its business. The Group Companies have not disclosed, delivered, licensed or otherwise made available (other than to current and former employees, independent contractors and consultants who contributed to the development of Software for the Group Companies and who are bound by written confidentiality agreements), and do not have a duty or obligation (whether present, contingent, or otherwise) to disclose, deliver, license, or otherwise make available, any source code that embodies any owned Intellectual Property to any Person.

Section 3.17 Employment and Labor Matters.

(a) No Group Company is a party to or subject to any employment contract, consulting agreement, collective bargaining agreement or any similar agreement, and there has been no activity or proceeding by a labor union or representative thereof to organize any employees of any Group Company. No Group Company has any material labor relations disputes, and there is no pending representation question or union organizing activity respecting employees of any Group Company.

(b) ‎Section 3.17(b) of the Company Disclosure Schedule contains a complete and accurate list of all current employees of the Group Companies as of the date hereof, which includes the following information with respect to each such employee: (i) the employee’s name, (ii) the department of the employee, (iii) the employee’s principal location of employment, (iv) the name of the applicable employer entity and (v) the compensation details of the employee.

(c) Except as set forth on ‎Section 3.17(c) of the Company Disclosure Schedule, (i) since the Lookback Date, there have been, and are, no material Actions pending or, to the Company’s Knowledge, threatened against the Company or any Subsidiary of the Company by any of its current or former employees, (ii) there are, and since the Lookback Date there have been, no unfair labor practice complaints pending or, to the Company's Knowledge, threatened against the Company or any Subsidiary of the Company before the National Labor Relations Board or any similar Authority; and (iv) since the Lookback Date, there has not been, nor, to the Company’s Knowledge, has there been any threat of any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or other similar labor disruption or dispute against the Company or any Subsidiary of the Company.

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(d) To the Company’s Knowledge, the Group Companies are and, since the Lookback Date, have been in material compliance with all applicable Laws relating to the employment, employment practices, employment discrimination, human rights, terms and conditions of employment, mass layoffs and plant closings (including the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar state, provincial or local Laws), immigration, meal and rest breaks, pay equity, workers’ compensation, family and medical leave, and occupational safety and health requirements, including those related to wages, hours, collective bargaining and the payment and withholding of Taxes. To the Company’s Knowledge, there are no material complaints, actions, claims, charges, levies, assessments or penalties outstanding, or to the Company’s Knowledge, anticipated, nor are there any material orders, decisions, directions or convictions currently registered or outstanding by any tribunal or agency against or in respect of any Group Company under or in respect of any applicable employment Laws and to the Company’s Knowledge, there is no basis for any such claim, complaint, investigation or order under any such Laws.

(e) Since the Lookback Date, none of the Group Companies has been a party to a material settlement agreement with a current or former officer, director, employee or independent contractor, that relates primarily to material allegations of sexual harassment. Since the Lookback Date, to the Company’s Knowledge, no allegation of sexual harassment has been made against any officer, director, employee, or independent contractor of any Group Company, in each case, in their capacities as current or former representatives of any Group Company.

(f) No current officer or executive, or any group of executives, has notified any Group Company of his or her intentions to terminate his or her employment. The Group Companies are not negotiating, discussing or contemplating the termination of any officer or executive, and no agreement regarding any such termination has been entered into.

(g) To the Company’s Knowledge, no employee, consultant, or independent contractor is in violation of or subject to any order relating to or party to or bound by any employment agreement, non-competition agreement, non-solicitation agreement, invention assignment agreement or any other restrictive covenant agreement with any third party.

(h) there are no material outstanding and unresolved inspection orders made under any occupational health and safety legislation against any Group Company.

(i) there are no material outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workers’ compensation legislation and none of the Group Companies have been assessed or reassessed in any material respect under such legislation since the Lookback Date and no audit of any Group Company is currently being performed pursuant to any applicable workers’ compensation legislation. There are no such claims or (or to the Company’s Knowledge) potential claims which may materially adversely affect the accident cost experience of the Group Companies.

(j) there is no Company Equity Plan.

(k) each person who is a current or former employee, independent contractor, consultant or service provider of any Group Company is, and has at all times since the Lookback Date been, properly classified: (i) as either an employee or independent contractor; and (ii) for employees, overtime exempt or non-exempt under applicable Law.

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Section 3.18 Tax Matters.

(a) All material Tax Returns required to be filed by or with respect to the Group Companies have been filed within the requisite period (taking into account any extensions) and such Tax Returns are true, correct and complete in all material respects. All material Taxes due and payable by the Group Companies have been or will be paid in a timely fashion, other than such Taxes for which adequate reserves in the Financial Statements have been established in accordance with GAAP or IFRS (as applicable). Other than as described in ‎Section 3.18 of the Company Disclosure Schedule, no material deficiencies for any Taxes that are currently outstanding with respect to any Tax Returns of the Group Companies have been asserted in writing by, and no written notice of any action, audit, assessment or other proceeding, in each case that is currently pending, with respect to such Tax Returns or any Taxes of the Group Companies has been received from, any Taxing Authority, and no dispute or assessment relating to such Tax Returns or such Taxes with any such Taxing Authority is currently outstanding. No written claim that is currently outstanding has been made by the Taxing Authority in a jurisdiction where any Group Company does not file Tax Returns that such Group Company is or may be subject to taxation by that jurisdiction. The Group Companies have not taken any action (nor permitted any action to be taken), and are not aware of any fact or circumstance, that would reasonably be expected to prevent, impair or impede the Intended Tax Treatment.

(b) Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax sharing, indemnification or allocation agreement or other similar Contract, other than any such agreement solely among the Group Companies.

(c) Neither the Company nor any of its Subsidiaries will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any Tax period (or portion thereof) ending after the Closing Date as a result of: (i) any change in method of accounting for a taxable period ending on or prior to the Closing; (ii) any “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state, local or foreign income Tax law) executed on or prior to the Closing; (iii) any installment sale or open transaction disposition made on or prior to the Closing; (iv) any prepaid amount received on or prior to the Closing outside the Ordinary Course; or (v) Section 965(a) of the Code (or any corresponding or similar provision of state, local or foreign Tax Law).

(d) All payments by, to or among the Company, and its Affiliates are in material compliance with all relevant transfer pricing requirements imposed by any Taxing Authority, including the execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodologies.

(e) The Company has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to the assessment or collection of any Tax, other than in the Ordinary Course or for automatic extensions of time to file income Tax Returns.

(f) There are no Liens or encumbrances for Taxes upon any of the assets of the Company except for Permitted Liens.

(g) The Company has not participated in a “listed transaction” within the meaning of Treasury Regulation 1.6011-4(b)(2) (or any corresponding or similar provision of state, local or non-U.S. Law) for which it was required to file a disclosure statement under Treasury Regulation 1.6011-4(a) or a “reportable transaction” within the meaning of section 237.3 of the Tax Act, a “notifiable transaction” within the meaning of section 237.4 of the Tax Act or a transaction giving rise to “reportable uncertain tax treatment” within the meaning of section 237.5 of the Tax Act.

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(h) To the Company’s Knowledge, the Company is not a “controlled foreign corporation” within the meaning of Section 957 of the Code and is not a passive foreign investment company within the meaning of Section 1297 of the Code.

(i) The Company is in material compliance with all terms and conditions of any Tax incentives (including those based on COVID-19 relief), Tax exemption, Tax holiday or other Tax reduction arrangement, agreement or order (each, a “Tax Incentive”) and the consummation of the Transactions will not have any adverse effect on the continued validity and effectiveness of any such Tax Incentive.

(j) None of Sections 80 to 80.04, both inclusive, of the Tax Act have applied or will apply to the Company. The Company has no material unpaid amounts that may be required to be included in income under Section 78 of the Tax Act.

(k) The Company has not acquired property from any Person in circumstances where the Company did or could have become liable for any Taxes payable by that Person pursuant to Section 160 of the Tax Act.

(l) The Company is a registrant for purposes of the Excise Tax Act (Canada). All material input tax credits claimed by the Company pursuant to the Excise Tax Act (Canada) have been proper, correctly calculated and documented in accordance with the requirements of the Excise Tax Act (Canada).

(m) The Company is a “taxable Canadian corporation” as that term is defined in the Tax Act.

Section 3.19 Environmental Laws.

(a) The Group Companies are, and at all times since January 1, 2019 have been, in compliance with all Environmental Laws in all material respects, and there are no existing facts or circumstances which would reasonably be expected to prevent such compliance in the future and all Permits held by the Group Companies pursuant to applicable Environmental Laws are in full force and effect and no appeal or any other Action is pending to revoke or modify any such Permit.

(b) No notice of violation, demand, request for information, citation, summons or order has been received by any Group Company relating to or arising out of any Environmental Laws, other than those relating to matters that have been fully resolved or that remain pending and, if adversely determined, would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies, taken as a whole.

(c) Neither the Company nor any of its Subsidiaries has agreed to indemnify any other Person against liability under Environmental Laws, or to assume or undertake any liability of another Person under Environmental Laws.

(d) Copies of all material written reports (in the case of reports with multiple drafts or versions, the final draft or version), notices of violation, orders, audits, assessments and all other material environmental reports, in the possession, custody or control of the Company or its Subsidiaries, relating to environmental conditions in, on or about the leased Real Property or to the Company’s or its Subsidiaries’ compliance with Environmental Laws have been made available to the SPAC.

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Section 3.20 Finders’ Fees. With respect to the transactions contemplated by this Agreement, there is no investment banker, broker, finder or other intermediary which has been retained by or is authorized to act on behalf of the Company, any other Group Company, or any of their respective Affiliates who might be entitled to any fee or commission from the SPAC or any of its Affiliates upon consummation of the transactions contemplated by this Agreement.

Section 3.21 Not an Investment Company. The Company is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

Section 3.22 Affiliate Transactions. Except as provided in ‎Section 3.22 of the Company Disclosure Schedule, no (a) shareholder of the Company, (b) former or current director, officer, employee, consultant, independent contractor, manager, indirect or direct equity holder, option holder or member of the Company or any of its Subsidiaries or (c) any Affiliate or “associate” or any member of the “immediate family” (as such terms are respectively defined in Rules 12b-2 and 16a-1 of the Securities Exchange Act of 1934), of any Person described in the foregoing clauses (a) or (b), in each case, other than the Company or any of its Subsidiaries (each a “Related Party”), is (i) a party to any Contract or business arrangement with the Company or any of its Subsidiaries, (ii) provides any services to, or is owed any money by or owes any money to, or has any claim or right against, the Company or any of its Subsidiaries (other than, in each case, compensation for services performed by a Person as director, officer, service provider or employee of the Company or any of its Subsidiaries and amounts reimbursable for routine travel and other business expenses in the Ordinary Course), or (iii) directly or indirectly owns, or otherwise has any right, title or interest in, to or under, any tangible or intangible property, asset, or right that is, has been, or is currently planned to be used by the Company or any of its Subsidiaries (the Contracts, relationships, or transactions described in clauses (i) through (iii), the “Affiliate Transactions”).

Section 3.23 Proxy/Registration Statement. On the date the Proxy Statement is first mailed to the SPAC Shareholders, and at the time of the meeting for the SPAC Shareholder Approval, none of the information furnished by or on behalf of the Group Companies and their respective shareholders in writing specifically for inclusion in the Proxy/Registration Statement will include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 3.24 Solvency.

(a) None of the Group Companies is insolvent or unable to pay its debts, including its future and prospective debts incurred in the Ordinary Course, or is in liquidation under the law of the jurisdiction in which it is incorporated or other applicable Laws.

(b) No petition has been presented, application made, proceedings commenced, resolution passed or meeting convened for the termination, liquidation, bankruptcy or dissolution of any Group Company nor any process been commenced whereby the business of any Group Company is terminated and the assets of any Group Company are distributed amongst the creditors or shareholders or other contributories of any Group Company or whereby the affairs, business or assets of any Group Company are managed by a person appointed for the purpose by a court, governmental agency or similar body or by any creditor or any Group Company itself, nor has any such order or relief been granted or appointment made, and there are no cases or proceedings under any applicable Laws with respect to insolvency, reorganisation, or related matters in any jurisdiction concerning any Group Company, and to the Knowledge of the Company, no events have occurred which, under the law of the jurisdiction in which it is incorporated or other applicable Laws, would justify any such cases or proceedings;

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(c) No liquidator, trustee, supervisor, nominee, custodian or similar official and no liquidation committee or similar body have been appointed in respect of the whole or any part of the business or assets of any Group Company nor has any step been taken for or with a view to the appointment of such a person or body nor has any event taken place or is likely to take place as a consequence of which such an appointment might be made.

(d) No ruling declaring the insolvency of any Group Company has been made and no public announcement in respect of the same has been pronounced by a court of the jurisdiction in which it is incorporated.

(e) (i) The Company is able to pay its liabilities as they become due; (ii) the realizable value of the Company’s assets is not less than the aggregate of its liabilities and the stated capital of all classes; and (iii) no creditor of the Company will be prejudiced by the Amalgamation.

Section 3.25 No Other Representations or Warranties. Except as otherwise expressly provided in this ‎Article III (as may be modified by the Company Disclosure Schedule), the Company hereby expressly disclaims and negates any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to the Company and its Affiliates, and any matter relating to any of them, including the Company’s affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the SPAC, their Affiliates or any of their respective representatives by, or on behalf of, SPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement (as may be modified by the Company Disclosure Schedule), neither the Company nor any other Person on behalf thereof has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the SPAC, or their Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the Company (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any presentation or in any other information made available to the SPAC, or their Affiliates or any of their representatives or any other Person, and any such representations or warranties are expressly disclaimed.

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**ArticleIV.**REPRESENTATIONS AND WARRANTIES OF SPAC

The SPAC hereby, represents and warrants to the Company that, each of the following representations and warranties is true, correct and complete as of the date of this Agreement and as of the Closing Date (or, if such representations and warranties are made with respect to a certain date, as of such date), (a) except as set forth in the SPAC’s disclosure schedule delivered by the SPAC to the Company in connection with this Agreement as of the date hereof (the “SPAC Disclosure Schedule”) (each of which qualifies (a) the correspondingly numbered representation, warranty or covenant specified therein and (b) such other representations, warranties or covenants where its relevance as an exception to (or disclosure for purposes of) such other representation, warranty or covenant is reasonably apparent on its face or cross-referenced), or (b) except as set forth in the SPAC SEC Documents (excluding any disclosures in any “risk factors” section that do not constitute statements of fact, disclosures in any forward-looking statements, disclaimers and other disclosures that are generally cautionary, predictive or forward-looking in nature):

Section 4.1 Corporate Existence and Power. Prior to the completion of SPAC Continuance, the SPAC is an exempted company duly organized, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of the Cayman Islands. The SPAC has all power and authority, corporate and otherwise, and all governmental licenses, franchises, Permits, authorizations, consents and approvals required to own and operate its properties and assets and to carry on its business as presently conducted and as proposed to be conducted.

Section 4.2 Authorization.

(a) The execution, delivery and performance by the SPAC of this Agreement and the Transaction Documents (to which it is a party to) and the consummation by the SPAC of the transactions contemplated hereby and thereby are within the corporate powers of the SPAC and have been duly authorized by all necessary corporate action on the part of the SPAC to the extent required by their respective Organizational Documents, applicable Laws or any Contract to which it is a party or by which its securities are bound other than the SPAC Shareholder Approval. This Agreement has been duly executed and delivered by the SPAC and it constitutes, and upon their execution and delivery, the Transaction Documents (to which it is a party to) will constitute, a valid and legally binding agreement of the SPAC, enforceable against them in accordance with their representative terms.

(b) The execution, delivery and performance by the Amalgamation Sub of this Agreement and the Transaction Documents (to which it is a party) and the consummation by the Amalgamation Sub of the transactions contemplated hereby and thereby are within the respective corporate powers of the Amalgamation Sub and have been duly authorized by all necessary corporate action on the part of Amalgamation Sub, to the extent required by its Organizational Documents, applicable Laws or any Contract to which it is a party or by which its securities are bound. This Agreement has been or will be duly executed and delivered by the Amalgamation Sub and it constitutes, and upon their execution and delivery, the Transaction Documents (to which it is a party to) will constitute, a valid and legally binding agreement of the Amalgamation Sub, enforceable against it in accordance with their representative terms.

Section 4.3 Approvals. No consent, approval or authorization of, or designation, declaration to or filing with, notice to, or any other action by or in respect of, any Authority is required on the part of the SPAC with respect to the SPAC’s execution, delivery and performance of this Agreement and each Transaction Document to which it is a party or the consummation of the transactions contemplated hereby and thereby, except for (i) the filings as expressly contemplated by ‎Article II (including with respect to the SPAC Continuance and the Amalgamation), (ii) the SEC declaration of effectiveness of the Proxy/Registration Statement, and (iii) any consents, approvals, authorizations, designations, declarations, filings, notices or actions, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the SPAC.

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Section 4.4 Non-Contravention. The execution, delivery or performance by the SPAC of this Agreement or any Transaction Documents to which it is a party does not and will not (a) contravene or conflict with the organizational or constitutive documents of the SPAC, (b) contravene or conflict with or constitute a violation of any provision of any Law or Order binding upon or applicable to the SPAC, (c) constitute a default under or breach of (with or without the giving of notice or the passage of time or both) or violate or give rise to any right of termination, cancellation, amendment or acceleration of any right or obligation of the SPAC or require any payment or reimbursement or to a loss of any material benefit relating to the business to which the SPAC is entitled under any provision of any Permit, Contract or other instrument or obligations binding upon the SPAC or by which any of the SPAC Shares, or any of the assets of the SPAC is or may be bound or any Permit, or (d) result in the creation or imposition of any Lien on any of the SPAC Shares, (e) cause a loss of any material benefit relating to its business to which the SPAC is entitled under any provision of any Permit or Contract binding upon the SPAC, or (f) result in the creation or imposition of any Lien (except for Permitted Liens) on any of the SPAC’s material assets, in the cases of (a) to (d), other than as would not be reasonably expected to, individually or in the aggregate, have a SPAC Material Adverse Effect.

Section 4.5 Finders’ Fees. Other than Alpha Innovators Limited or relating to the Fairness Opinion, there is no investment banker, broker, funder or other intermediary which has been retained by or is authorized to act on behalf of the SPAC or any of its Affiliates who might be entitled to any fee or commission from the Company or any of its Affiliates upon consummation of the transactions contemplated by this Agreement or any of the Transaction Documents.

Section 4.6 Capitalization

(a) At the date of this Agreement, the authorized share capital of the SPAC is US$50,000 divided into 390,000,000 SPAC Class A shares, 100,000,000 SPAC Class B Shares and 10,000,000 preference shares of par value US$0.0001 each, of which 3,388,233 SPAC Class A Shares and 1,437,500 SPAC Class B Shares are issued and are outstanding as of the date hereof, and no preference shares are issued or outstanding. Except for the SPAC Securities as described in the IPO Prospectus or may be issued pursuant to this Agreement, the Finder’s Agreement or the Financing or the anti-dilution provisions as set forth in the SPAC’s Organizational Documents (including Article 12 of the third amended and restated articles of association of the SPAC), no other shares or other voting securities of the SPAC are issued, reserved for issuance or outstanding. All issued and outstanding SPAC Shares are, and all Amalgamation Consideration Shares, when issued, will be, duly authorized, validly issued, fully paid and nonassessable and not subject to or issued in violation of any purchase option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Cayman Islands Law, the SPAC’s Organizational Documents or any contract to which SPAC is a party or by which SPAC is bound. Other than as described in the IPO Prospectus, there are no outstanding contractual obligations of SPAC to repurchase, redeem or otherwise acquire any SPAC Shares or any capital equity of SPAC. Other than as described in the IPO Prospectus, there are no outstanding contractual obligations of SPAC to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

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(b) As of the date hereof, the authorized share capital of the Amalgamation Sub is unlimited, of which one common share is issued and outstanding. As of immediately prior to the Closing, only one common share of the Amalgamation Sub will be issued and outstanding, and no other Equity Securities of the Amalgamation Sub are issued, reserved for issuance or outstanding. Other than as contemplated by this Agreement or the Finder’s Agreement, there are no outstanding contractual obligations of the SPAC to issue, repurchase, redeem or otherwise acquire any Equity Securities of the SPAC. There are no outstanding contractual obligations of the SPAC to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any other Person.

Section 4.7 Trust Account. As of September 29, 2025, the SPAC has at least $31.2 million in the trust fund established by the SPAC for the benefit of its public stockholders in a United States-based account at Continental Stock Transfer & Trust Company (the “Trust Account”), which is established by the transfer agent and maintained by the Trustee, and such monies are invested in “government securities” (as such term is defined in the Investment Company Act of 1940, as amended) and held in trust by the Trustee pursuant to the Trust Agreement. Other than as provided in this Agreement, there are no separate Contracts, side letters or other arrangements or understandings (whether written or unwritten, express or implied) that would cause the description of the Trust Agreement in the SPAC SEC Documents to be inaccurate or that would entitle any Person (other than SPAC Shareholders holding SPAC Shares sold in SPAC’s IPO who shall have elected to redeem their SPAC Shares pursuant to SPAC’s Organizational Documents and the underwriters of SPAC’s IPO with respect to deferred underwriting commissions) to any portion of the proceeds in the Trust Account. Prior to the Closing, none of the funds held in the Trust Account may be released other than to pay Taxes and payments with respect to the SPAC Share Redemption and all prior redemptions of SPAC Class A Shares. There are no claims or proceedings pending or, to the knowledge of the SPAC, threatened with respect to the Trust Account. The SPAC has performed all material obligations required to be performed by it to date under, and is not in default, breach or delinquent in performance or any other respect (claimed or actual) in connection with, the Trust Agreement, and no event has occurred which, with due notice or lapse of time or both, would constitute such a default or breach thereunder. As of the Closing, the obligations of the SPAC to dissolve or liquidate pursuant to SPAC’s Organizational Documents shall terminate, and as of the Closing, the SPAC shall have no obligation whatsoever pursuant to the SPAC’s Organizational Documents to dissolve and liquidate the assets of the SPAC by reason of the consummation of the transactions contemplated hereby. As of the date hereof, following the Closing, other than as provided in this Agreement, no SPAC Shareholder shall be entitled to receive any amount from the Trust Account except to the extent such SPAC Shareholder is exercising a SPAC Share Redemption. As of the date hereof, assuming the accuracy of the representations and warranties of the Company herein and the compliance by the Company with its respective obligations hereunder, the SPAC has no reason to believe that any of the conditions to the use of funds in the Trust Account will not be satisfied or funds available in the Trust Account will not be available to the SPAC at the Closing.

Section 4.8 Listing. As of the date hereof, the SPAC Units, SPAC Class A Shares, and SPAC Rights are listed on the Nasdaq Capital Market, with trading symbols “EURKU,” “EURK,” and “EURKR.” The SPAC is in compliance with the rules of Nasdaq and there is no Action pending or, to the knowledge of the SPAC, threatened against the SPAC by Nasdaq or the SEC with respect to any intention by such entity to deregister the SPAC Units, SPAC Class A Shares or SPAC Rights. The SPAC has not taken any action in an attempt to terminate the registration of the SPAC Units, the SPAC Shares or the SPAC Rights.

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Section 4.9 Board Approval. The SPAC Board has, as of the date of this Agreement, unanimously (i) declared the advisability of the transactions contemplated by this Agreement and the Transaction Documents, (ii) determined that the transactions contemplated hereby and thereby are in the best interests of the shareholders of the SPAC, and (iii) determined that the transactions contemplated hereby constitutes a “Business Combination” as such term is defined in SPAC’s Organizational Documents.

Section 4.10 SPAC SEC Documents and Financial Statements

(a) Each of the (i) SPAC’s Annual Reports on Form 10-K for each fiscal year of the SPAC, beginning with the first year SPAC was required to file such a form, (ii) the SPAC’s Quarterly Reports on Form 10-Q for each fiscal quarter of SPAC beginning with the first quarter the SPAC was required to file such a form, (iii) all proxy statements relating to the SPAC’s meetings of shareholders (whether annual or special) held, and all information statements relating to shareholder consents, since the beginning of the first fiscal year referred to in clause (i) above, (iv) its Form 8-Ks filed since the beginning of the first fiscal year referred to in clause (i) above, and (v) all other forms, reports, registration statements and other documents filed by SPAC with the SEC since SPAC’s formation (the forms, reports, registration statements and other documents referred to in clauses (i), (ii), (iii), and (iv) above, together with any amendments, restatements or supplements thereto, are available in full on the SEC’s website through EDGAR. SPAC has timely filed or furnished all statements, prospectuses, registration statements, forms, reports, schedules, and other documents, together with any amendments, restatements or supplements thereto, required to be filed or furnished by it with the SEC since its formation, pursuant to the Exchange Act, the Securities Act and all regulations and rules promulgated thereunder (collectively and as they have been amended since the time of their filing or furnishing, the “SPAC SEC Documents”). The SPAC will timely file all of the foregoing documents with the SEC to the extent they are required by applicable Laws or rules subsequent to the date of this Agreement (the “Additional SPAC SEC Documents”). Each of the SPAC SEC Documents, as of the respective date of its filing, and as of the date of any amendment, complied, and each of the Additional SPAC SEC Documents will be prepared for and comply, in all material respects with the requirements of the Securities Act, the Exchange Act or the Sarbanes-Oxley Act applicable to such documents. As of the respective date of its filing (or if amended or superseded by a filing prior to the date of this Agreement or the Closing Date, then on the date of such filing), the SPAC SEC Documents and the Additional SPAC SEC Documents did not and will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were or to be made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC with respect to any SPAC SEC Documents. None of the SPAC SEC Documents filed on or prior to the date of this Agreement is subject to ongoing SEC review or investigation as of the date of this Agreement.

(b) The financial statements and notes contained or incorporated by reference in the SPAC SEC Documents (the “SPAC Financial Statements”) are complete and accurate and fairly present in all material respects, in conformity with GAAP applied on a consistent basis in all material respects and Regulation S-X or Regulation S-K, as applicable, the financial position of the SPAC as of the dates thereof and the results of operations of the SPAC for the periods reflected therein. The SPAC Financial Statements (i) were prepared from the Books and Records of the SPAC; (ii) were prepared on an accrual basis in accordance with GAAP consistently applied; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the SPAC’s financial condition as of their dates; and (iv) contain and reflect adequate provisions for all material Liabilities for all material Taxes applicable to the SPAC with respect to the periods then ended.

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(c) Except as specifically disclosed, reflected or fully reserved against in the SPAC Financial Statements, and for Liabilities and obligations of a similar nature and in similar amounts incurred in the Ordinary Course of the SPAC since the SPAC’s formation, there are no material Liabilities, debts or obligations (whether accrued, fixed or contingent, liquidated or unliquidated, asserted or unasserted or otherwise) relating to the SPAC.

Section 4.11 Not an Investment Company. The SPAC is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

Section 4.12 Registration Statement and Proxy Statement. On the date the Proxy Statement is first mailed to the SPAC’s Shareholders, and at the time of the meeting for the SPAC Shareholder Approval, none of the information furnished by or on behalf of the SPAC in writing specifically for inclusion in the Proxy/Registration Statement will include any untrue statement of material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 4.13 Issuance of Shares. The Class A SPAC Shares issued as the Amalgamation Consideration Shares, when issued in accordance with this Agreement, will be duly authorized and validly issued, and will be fully paid and nonassessable, and free of any Liens (other than Liens under the Transaction Documents, the applicable Laws and in the Organizational Documents).

Section 4.14 No Other Representations and Warranties. Except as otherwise expressly provided in this ‎Article IV (as may be modified by the SPAC Disclosure Schedule), the SPAC hereby expressly disclaim and negate any other express or implied representation or warranty whatsoever (whether at Law or in equity) with respect to SPAC and their Affiliates, and any matter relating to any of them, including their affairs, the condition, value or quality of the assets, liabilities, financial condition or results of operations, or with respect to the accuracy or completeness of any other information made available to the Company, its Affiliates or any of their respective representatives by, or on behalf of, the SPAC, and any such representations or warranties are expressly disclaimed. Without limiting the generality of the foregoing, except as expressly set forth in this Agreement, neither the SPAC nor any other Person on behalf thereof has made or makes, any representation or warranty, whether express or implied, with respect to any projections, forecasts, estimates or budgets made available to the Company, its Affiliates or any of their respective representatives of future revenues, future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of the SPAC (including the reasonableness of the assumptions underlying any of the foregoing), whether or not included in any presentation or in any other information made available to the Company or any of its representatives or any other Person, and any such representations or warranties are expressly disclaimed.

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Article V.

COVENANTS OF PARTIES

Section 5.1 Conduct of the Business

(a) From the date hereof through the Closing Date, the Company shall, and shall cause the Company’s Subsidiaries to, conduct their respective business only in the Ordinary Course, (including the payment of accounts payable and the collection of accounts receivable), consistent with past practices, and shall not enter into any material transactions without the prior written consent of the SPAC, and shall use its best efforts to preserve intact its business relationships with employees, clients, suppliers and other third parties. Without limiting the generality of the foregoing, from the date hereof until and including the Closing Date, without the SPAC’s prior written consent, the Company shall not, and shall procure the Company’s Subsidiaries not to:

(i) materially amend, modify or supplement the Organizational Documents of the Group Companies other than pursuant to this Agreement;

(ii) amend, waive any provision of, terminate prior to its scheduled expiration date, or otherwise compromise in any way, any Contract or any other right or asset of the Group Companies, which involve amounts in excess of $100,000 individually or $300,000 in the aggregate;

(iii) modify, amend or enter into any contract, agreement, license or, commitment, which involves amounts of more than $100,000 individually or $300,000 in the aggregate; provided, however, that the Company may, without the prior written consent of the SPAC, assign its rights (but not its obligations) under the Option Purchase Agreement to a new entity (the “OPA Assignee”) that will be owned by the Company Shareholders in substantially similar proportions as their respective shareholdings in the Company as of the time of assignment so long as the Company shall continue to be jointly and severally liable for any obligations owed to the IPO Sponsor under the Option Purchase Agreement;

(iv) make any capital expenditures in excess of $25,000 individually or $75,000 in the aggregate;

(v) sell, lease, license or otherwise dispose of assets of any of the Group Companies or assets covered by any Contract except (i) pursuant to existing contracts or commitments disclosed herein, (ii) sales of inventory in the Ordinary Course consistent with past practice, or (iii) not exceeding $25,000 individually or $75,000 in the aggregate;

(vi) pay, declare or promise to pay any dividends or other distributions with respect to its capital stock or share capital, or pay, declare or promise to pay any other payments to any stockholder or shareholder (other than, in the case of any stockholder or shareholder that is an employee, payments of salary accrued in said period at the current salary rate);

(vii) authorize any salary increase of more than 10% for any employee making an annual salary equal to or greater than $100,000 or in excess of $25,000 in the aggregate on an annual basis or change the bonus or profit sharing policies of the Group Companies;

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(viii) obtain or incur any loan or other Indebtedness in excess of $50,000, including drawings under the existing lines of credit of the Group Companies;

(ix) suffer or incur any Lien on the assets of the Group Companies, except for Permitted Liens or the Liens incurred in the Ordinary Course consistent with past practice with values of no more than $25,000 individually or $75,000 in the aggregate;

(x) voluntarily suffer any damage, destruction or loss of property related to any assets of any of the Group Companies, whether or not covered by insurance, the aggregate value of which, following any available insurance reimbursement, exceed $25,000;

(xi) merge, consolidate with, amalgamate with or acquire any other Person or be acquired by any other Person;

(xii) suffer any insurance policy protecting any of the assets of the Group Companies with an aggregate coverage amount in excess of $75,000 to lapse;

(xiii) make any change in its accounting principles other than in accordance with the applicable accounting policies or methods or write down the value of any inventory or assets other than in the Ordinary Course consistent with past practice;

(xiv) change the principal place of business or jurisdiction of organization;

(xv) extend any loans other than travel or other expense advances to employees in the Ordinary Course or otherwise with the principal amount not exceeding $50,000 individually or in the aggregate;

(xvi) transfer, issue, sell, grant, pledge, redeem, repurchase or otherwise dispose of any capital stock or share, membership interests or other securities, or any securities exchangeable for or convertible into any share or any shares of its capital stock, except for the grant to employees the Company of Company Options to purchase a number of Company Shares that in the aggregate do not exceed 10% of the total number of Company Shares that are issued and outstanding as of the date of this Agreement in accordance with the Company Option Agreements;

(xvii) make or change any material Tax election or change any annual Tax accounting periods; or

(xviii) undertake any legally binding obligation to do any of the foregoing.

(b) From the date hereof through the Closing Date, the SPAC shall remain a “blank check company” as defined under the Securities Act, shall not conduct any business operations other than in connection with this Agreement or the other Transaction Documents and Ordinary Course operations to maintain its status as a Nasdaq-listed special purpose acquisition company pending the completion of the transactions contemplated hereby. Without limiting the generality of the foregoing, through the Closing Date, other than in connection with the transactions contemplated by this Agreement, without the Company’s prior written consent, the SPAC shall not amend, waive or otherwise change its Organizational Documents (other than in connection with the transactions contemplated by this Agreement or any SPAC Extensions as approved by the SPAC Shareholders to complete a Business Combination) or the Trust Agreement in any manner adverse to the SPAC.

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(c) Neither party shall (i) take or agree to take any action that might make any representation or warranty of such party inaccurate or misleading in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take, or agree to omit to take, any action necessary to prevent any such representation or warranty from being inaccurate or misleading in any material respect at any such time.

Section 5.2 Alternative Proposals and Alternative Transactions. From the date hereof through the earlier of (x) termination of this Agreement in accordance with ‎Article VIII and (y) the Closing, other than in connection with the transactions contemplated by this Agreement and the other Transaction Documents (including for these purposes the Financing), the Company, the SPAC or the Amalgamation Sub shall not, and shall cause their respective officers, directors, Affiliates, managers, consultants, employees, representatives (including investment bankers, attorneys and accountants) and agents not to, directly or indirectly, (i) encourage, solicit, propose, initiate, engage, respond to inquiries, or participate in negotiations with any Person concerning, or make any offers or proposals related to, any Alternative Transactions, (ii) take any other action intended or designed to facilitate the efforts of any Person relating to a possible Alternative Transaction, (iii) enter into, engage in or continue any discussions or negotiations with respect to an Alternative Transaction with, or provide any non-public information, data or access to employees to, any Person that has made, or that is considering making, a proposal with respect to an Alternative Transaction or (iv) approve, recommend or enter into any Alternative Transaction or any Contract related to any Alternative Transaction. For purposes of this Agreement, the term “Alternative Transaction” shall mean any of the following transactions involving the SPAC or the Group Companies, as the case may be (other than the transactions contemplated by this Agreement and the other Transaction Documents (including for these purposes the Financing)): (1) any merger, consolidation, share exchange, business combination, amalgamation, recapitalization, consolidation, liquidation or dissolution or other similar transaction, (2) any sale, lease, exchange, transfer or other disposition of a material portion of the assets of such Person (other than the sale, the lease, transfer or other disposition of assets in the Ordinary Course) or any class or series of the share capital or capital stock or other equity interests of the SPAC or the Group Companies, as the case may be, in a single transaction or series of transactions, or (3) any other transaction or series of transactions which would be or potentially could be in conflict with the Transactions. In the event that there is an unsolicited proposal for, or an indication of a serious interest in entering into, an Alternative Transaction, communicated in writing to the SPAC or any Group Company or any of its respective representatives or agents (each, an “Alternative Proposal”), such party shall as promptly as practicable (and in any event within two (2) Business Days after receipt) advise the other parties to this Agreement in writing of such Alternative Proposal and the material terms and conditions of any such Alternative Proposal (including any changes thereto) and the identity of the person making any such Alternative Proposal. Each party shall keep the other party informed on a reasonably current basis of material developments with respect to any such Alternative Proposal.

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Section 5.3 Access to Information. From the date hereof until and including the Closing Date, each Party shall (a) continue to give the other party, its legal counsel and other representatives full access to the offices, properties, and Books and Records, (b) furnish to the other party, its legal counsel and other representatives such information relating to the business of the such party as the other party may request and (c) cause its respective employees, advisors, legal counsel, accountants and other representatives to cooperate with the other party in such other party’s investigation of its business; provided that no investigation pursuant to this Section (or any investigation prior to the date hereof) shall affect any representation or warranty given by any party in this Agreement and, provided further, that any investigation pursuant to this Section shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of any party. Notwithstanding anything to the contrary in this Agreement, no party shall be required to provide the access described above or disclose any information if doing so is reasonably likely to (i) result in a waiver of attorney client privilege, work product doctrine or similar privilege or (ii) violate any contract to which it is a party or to which it is subject or applicable Law, provided that the non-disclosing party must advise the other party that it is withholding such access and/or information and (to the extent reasonably practicable) and provide a description of the access not granted and/or information not disclosed.

Section 5.4 Notices of Certain Events. Each of the Parties hereto shall promptly notify the other party of:

(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement or that the transactions contemplated by this Agreement might give rise to any Action by or on behalf of such Person or result in the creation of any Lien on any Company Share or share capital or capital stock of the Group Companies or any of the Group Companies’ assets;

(b) any notice or other communication from any Authority in connection with the transactions contemplated by this Agreement or the Transaction Documents;

(c) any Actions commenced or, to any party’s knowledge, threatened against, relating to or involving or otherwise affecting the consummation of the transactions contemplated by this Agreement or the Transaction Documents;

(d) with respect to the Group Companies, the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result in a Company Material Adverse Effect;

(e) with respect to the SPAC, the occurrence of any fact or circumstance which constitutes or results, or might reasonably be expected to constitute or result in a SPAC Material Adverse Effect; and

(f) the occurrence of any fact or circumstance which results, or might reasonably be expected to result, in any representation or warranty made hereunder by any party to be false or misleading in any material respect or to omit or fail to state a material fact.

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Section 5.5 Proxy/Registration Statement and SPAC Shareholder Approval

(a) Proxy/Registration Statement.

(i) As promptly as reasonably practicable after the execution of this Agreement, the SPAC shall prepare and file with the SEC, a registration statement on Form S-4 (as amended or supplemented from time to time, and including the Proxy Statement, the “Proxy/Registration Statement”) relating to (1) the SPAC Shareholders’ Meeting to approve and adopt: (A) the Business Combination and the Transactions as contemplated by this Agreement and the other Transaction Documents, including without limitation the SPAC Continuance and the Amalgamation (the “Business Combination Proposal”), (B) the deregistration of the SPAC as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the continuance of SPAC into Canada under the CBCA and, conditional upon, and with effect from, the continuance of the SPAC into Canada under the CBCA, the name of SPAC be changed from “Eureka Acquisition Corp” to “Marine Thinking Holdings Inc.” or such other name as the Parties may agree on (the “SPAC Continuance Proposal”), (C) the amendment and restatement of the Organizational Documents of the SPAC in accordance with ‎Section 2.4(b) hereof (including, without limitation, the removal of the $5,000,001 net tangible assets requirement in the current SPAC Organizational Documents) (the “Organizational Documents Proposal”), (D) the appointment and/ or removal of the directors of the SPAC in accordance with ‎Section 5.19 (the “Director Appointment Proposal”), (E) the adoption and approval of the SPAC Equity Incentive Plan (the “Equity Incentive Plan Proposal”), (F) the issuance of the SPAC Class A Shares in connection with the Transactions (including the Financing) (the “Share Issuance Proposal”), (G) any other proposals as the SEC, Nasdaq or any Alternative Exchange (or the respective staff members thereof) may indicate are necessary in its comments to the Proxy/Registration Statement or correspondence related thereto, (H) any other proposals as determined by the SPAC and the Company to be necessary or appropriate in connection with the transactions contemplated hereby and (I) adjournment of the SPAC Shareholders’ Meeting, if necessary, to permit further solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (the “Adjournment Proposal”) (such proposals in (A) through (I), and any other proposal that may be agreed by the SPAC and the Company to be included in the proposals to be submitted to the SPAC Shareholders’ Meeting for approval, collectively, the “Transaction Proposals”), and (2) the registration under the Securities Act of the Amalgamation Consideration Shares to be issued pursuant to this Agreement. For the avoidance of doubt, the Proxy/Registration Statement shall include the PCAOB Financials. The SPAC and the Company shall use their commercially reasonable efforts to (1) cause the Proxy/Registration Statement when filed with the SEC to comply in all material respects with all Laws applicable thereto and rules and regulations promulgated by the SEC, (2) respond as promptly as reasonably practicable to and resolve all comments received from the SEC concerning the Proxy/Registration Statement, (3) cause the Proxy/Registration Statement to be declared effective under the Securities Act as promptly as practicable and (4) keep the Proxy/Registration Statement effective as long as is necessary to consummate the Transactions. Prior to the effective date of the Proxy/Registration Statement, the SPAC and the Company shall take all or any action required under any applicable federal or state securities Laws in connection with the issuance of the SPAC Class A Shares pursuant to this Agreement. As promptly as practicable after finalization and effectiveness of the Proxy/Registration Statement, the SPAC shall use reasonable best efforts to, within five (5) Business Days thereof, mail the Proxy/Registration Statement to the SPAC Shareholders.

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(ii) Each of the Parties hereto shall furnish to the other parties all information concerning itself, its Subsidiaries, officers, directors, managers, shareholders, and other equityholders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably requested in connection with the Proxy/Registration Statement, or any other statement, filing, notice or application made by or on behalf of the SPAC and the Company or their respective Affiliates to any regulatory Authority (including Nasdaq or any Alternative Exchange) in connection with the Transactions.

(iii) Any filing of, or amendment or supplement to, the Proxy/Registration Statement will be mutually agreed upon by the SPAC and the Company. The SPAC will advise the Company, promptly after receiving notice thereof, of the time when the Proxy/Registration Statement has become effective or any supplement or amendment has been filed, of the issuance of any stop order, of the suspension of the qualification of the SPAC Class A Shares to be issued or issuable in connection with this Agreement for offering or sale in any jurisdiction, or of any request by the SEC for amendment of the Proxy/Registration Statement or comments thereon and responses thereto or requests by the SEC for additional information and responses thereto, and shall provide the Company a reasonable opportunity to provide comments and amendments to any such filing. The SPAC and the Company shall cooperate and mutually agree upon any response to comments of the SEC or its staff with respect to the Proxy/Registration Statement and any amendment to the Proxy/Registration Statement filed in response thereto.

(iv) If, at any time prior to the Amalgamation Effective Time, any information, event or circumstance relating to the SPAC or its officers or directors, should be discovered by the SPAC, which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, so that neither of such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the SPAC shall promptly inform the Company. If, at any time prior to the Amalgamation Effective Time, any information, event or circumstance relating to the Group Companies or its officers or directors, should be discovered by the Company, which should be set forth in an amendment or a supplement to the Proxy/Registration Statement, so that neither of such documents would include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Proxy Statement, in light of the circumstances under which they were made, not misleading, the Company shall promptly inform the SPAC. Thereafter, the SPAC and the Company shall promptly cooperate in the preparation and filing of an appropriate amendment or supplement to the Proxy/Registration Statement describing or correcting such information, and the SPAC shall promptly file such amendment or supplement with the SEC and, to the extent required by Law, disseminate such amendment or supplement to the SPAC Shareholders.

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(b) SPAC Shareholder Approval.

(i) Prior to or as promptly as practicable after the Proxy/Registration Statement is declared effective under the Securities Act, the SPAC shall establish a record date for, duly call, give notice of, convene and hold an extraordinary general meeting of the SPAC Shareholders (including any adjournment or postponement thereof, the “SPAC Shareholders’ Meeting”) to be held as promptly as reasonably practicable following the date that the Proxy/Registration Statement is declared effective under the Securities Act for the purpose of voting on the Transaction Proposals and obtaining the SPAC Shareholder Approval (including any adjournment or postponement of such meeting for the purpose of soliciting additional proxies in favor of the adoption of this Agreement), providing SPAC Shareholders with the opportunity to elect to effect a SPAC Share Redemption and such other matter as may be mutually agreed by the SPAC and the Company. The SPAC will use its reasonable best efforts to (A) solicit from its shareholders proxies in favor of the adoption of the Transaction Proposals, including the SPAC Shareholder Approval, and will take all other action necessary or advisable to obtain such proxies and SPAC Shareholder Approval and (B) to obtain the vote or consent of its shareholders required by and in compliance with all applicable Law, Nasdaq (or any Alternative Exchange) rules and the Organizational Documents of the SPAC. The SPAC (X) shall consult with the Company regarding the depositary interest record date and the date of the SPAC Shareholders’ Meeting and (Y) shall not adjourn or postpone the SPAC Shareholders’ Meeting without the prior written consent of Company; provided, however, that SPAC shall adjourn or postpone the SPAC Shareholders’ Meeting (1) if, as of the time that the SPAC Shareholders’ Meeting is originally scheduled, there are insufficient shares of SPAC represented at such meeting (either in person or by proxy) to constitute a quorum necessary to conduct the business of the SPAC Shareholders’ Meeting, or (2) if, as of the time that the SPAC Shareholders’ Meeting is originally scheduled, adjournment or postponement of the SPAC Shareholders’ Meeting is necessary to enable the SPAC to solicit additional proxies required to obtain SPAC Shareholder Approval; provided further, however, that the SPAC shall adjourn or postpone on not more than three occasions and so long as the date of the SPAC Shareholders’ Meeting is not adjourned or postponed more than an aggregate of 45 consecutive days in connection with such adjournment or postponement.

(ii) The Proxy/Registration Statement shall include a statement to the effect that the SPAC Board has unanimously recommended that the SPAC Shareholders vote in favour of the Transaction Proposals at the SPAC Shareholders’ Meeting (such statement, the “SPAC Board Recommendation”) and neither the SPAC Board nor any committee thereof shall withhold, withdraw, qualify, amend or modify, or publicly propose or resolve to withhold, withdraw, qualify, amend or modify, the SPAC Board Recommendation unless in strict observance of their common law or fiduciary duties.

Section 5.6 Company Shareholder Approval.

(a) Promptly after the Proxy/Registration Statement has been declared effective by the SEC, (a) the Company will call a meeting of the Company Shareholders (the “Company Special Meeting”) or otherwise solicit written consents in order to obtain the required approval of Company Shareholders’ of the Company Amalgamation Resolution (the “Company Shareholder Approval” and together with the Company Board Approval, the “Company Approvals”); and (b) the Company shall use its commercially reasonable efforts to solicit from the Company Shareholders proxies in favor of the Company Amalgamation Resolution prior to any such Company Special Meeting, and to take all other actions necessary or advisable to secure such approval, including enforcing the Voting Agreements.

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(b) Subject to the terms of this Agreement, and provided that the Company does not seek approval by way of a written consent resolution of Company Shareholders, the Company shall convene and conduct the Company Special Meeting in accordance with its Organizational Documents, applicable Laws as soon as reasonably practicable upon completion of the Company Information Circular, and shall not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the Company Special Meeting without the prior written consent of the SPAC (not to be unreasonably withheld, delayed or conditioned). The Company shall consult with the SPAC in fixing the record date for the Company Special Meeting and the date of the Company Special Meeting, give notice to the SPAC of the Company Special Meeting and allow the SPAC’s representatives and legal counsel to attend the Company Special Meeting. The Company shall use its commercially reasonable efforts to encourage holders of the Company Shares to vote in favour of the Company Amalgamation Resolution, including to take all action reasonably necessary or advisable to secure the approval of the Company Amalgamation Resolution.

(c) The Company shall provide the SPAC with (i) updates with respect to the aggregate tally of the proxies received by the Company in respect of the Company Amalgamation Resolution; (ii) updates with respect to any communication (written or oral) from any Company Shareholder in opposition to the Amalgamation; (iii) the right to demand postponement or adjournment of the Company Special Meeting if, based on the tally of proxies, the Company will not receive the required approval in respect of the Company Amalgamation Resolution, and (iv) the right to review and comment on all communications sent to Company Shareholders in connection with the Company Special Meeting.

Section 5.7 Company Information Circular.

(a) In the event the Company seeks approval of the Company Amalgamation Resolution at a Company Special Meeting rather than by way of a written consent resolution, the Company shall promptly prepare and complete, in good faith consultation with the SPAC, management information circular (including any schedules and exhibits thereto) together with any other documents required by applicable Laws (“Company Information Circular”) in connection with the Company Special Meeting and, and the Company shall promptly following the execution of this Agreement, cause the Company Information Circular to be sent to each Company Shareholder and other person as required by applicable Law. For the avoidance of doubt, the Company Information Circular is not required in the event the Company seeks approval of the Company Amalgamation Resolution by way of a written resolution signed by all Company Shareholders.

(b) The Company shall ensure that the Company Information Circular (i) complies with its Organizational Documents and applicable Laws; (ii) does not contain any misrepresentation; (iii) provides the Company Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before the Company Special Meeting; and (iv) states any material interest of each director and officer, whether as director, officer, securityholder or creditor of the Company, as and to the extent required by applicable Laws.

(c) The Company shall, subject to the terms of this Agreement, ensure that the Company Information Circular includes a statement that the board of directors of the Company has unanimously (i) determined that the Amalgamation is in the best interests of the Company and fair to the Company Shareholders; and (ii) recommended that the Company Shareholders vote in favour of the Company Amalgamation Resolution.

(d) The Company shall give the SPAC and its legal counsel a reasonable opportunity to review and comment on drafts of the Company Information Circular and other related documents, and agrees that information relating to the SPAC included in the Company Information Circular must be in a form and content reasonably satisfactory to the SPAC.

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(e) The Company shall promptly notify the SPAC if it becomes aware that the Company Information Circular contains a misrepresentation, or otherwise requires an amendment or supplement. The Parties shall cooperate in the preparation of any such amendment or supplement as required or appropriate, and the Company shall promptly deliver or otherwise disseminate any such amendment or supplement to the Company Shareholders as required by applicable Law.

Section 5.8 Canadian Prospectus. The Parties shall prepare and the SPAC shall file with the Nova Scotia Securities Commission and securities regulator each other province as the Parties may mutually agree, a preliminary and final non-offering prospectus (the “Canadian Prospectus”) in sufficient time for the SPAC to become a reporting issuer in the Province of Nova Scotia and such other provinces as the Parties may mutually agree promptly following the Closing Date. Each Party shall use its reasonable best efforts to cause each of the preliminary and final non-offering prospectus to comply as to form in all material respects with applicable Canadian securities Laws. The Parties and their counsel shall be afforded a reasonable amount of time to review the preliminary and final non-offering prospectus prior to their respective filings and shall consider for inclusion in the preliminary and final non-offering prospectus and/or any amendment or supplement thereto any reasonable comments proposed by the SPAC.

Section 5.9 Support of Transactions; Financing. Without limiting any covenant contained in this ‎Article V, the SPAC and the Company shall each, and each shall cause its Subsidiaries and Affiliates to (a) use reasonable best efforts to obtain all material consents and approvals of third parties that any of the SPAC or the Company or their respective Affiliates are required to obtain in order to consummate the Transactions, (b) work collaboratively and use reasonable best efforts to obtain investments in Equity Securities of the SPAC (the “Financing”), and (c) take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions of ‎Article VI, in the case of any Transaction Documents to which such Party will be a party after the date of this Agreement, to execute and deliver such Transaction Documents pursuant to this Agreement, or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable.

Section 5.10 Further Assurances. Subject to the terms and conditions of this Agreement, each Party shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under applicable Laws, and cooperate as reasonably requested by the other parties, to consummate and implement expeditiously each of the transactions contemplated by this Agreement and the Transaction Documents. The Parties shall execute and deliver such other documents, certificates, agreements, financial statements and other writings and take such other actions as may be necessary or reasonably desirable in order to consummate or implement expeditiously each of the transactions contemplated by this Agreement and the Transaction Documents. From the date hereof and through the Closing, the Company shall procure that the other Group Companies to comply with the terms of this Agreement and the other Transaction Documents and to perform its obligations under this Agreement and the other Transaction Documents, and shall be jointly and severally liable for any obligations or Liabilities of the Group Companies under this Agreement and the other Transaction Documents.

Section 5.11 Confidentiality. Except as necessary to complete the Proxy/Registration Statement, each Party shall hold and shall cause their respective Representatives to hold in strict confidence, unless compelled to disclose by judicial or administrative process or by other requirements of Law, all documents and information concerning the other party furnished to it by such other Party or its representatives in connection with the transactions contemplated by this Agreement (except to the extent that such information can be shown to have been (a) previously known by the party to which it was furnished, (b) in the public domain through no fault of such Party or (c) later lawfully acquired from other sources, which source is not the agent of the other Parties, by the Party to which it was furnished), and each Party shall not release or disclose such information to any other person, except its Representatives in connection with this Agreement. In the event that any Party believes that it is required to disclose any such confidential information pursuant to applicable Laws, such Party shall give timely written notice to the other Parties so that such parties may have an opportunity to obtain a protective order or other appropriate relief, and then such Party shall be entitled to disclose such confidential information pursuant to applicable Laws (regardless of whether the protective order or other appropriate relief is obtained or not). Each Party shall be deemed to have satisfied its obligations to hold confidential information concerning or supplied by the other Parties if it exercises the same care as it takes to preserve confidentiality for its own similar information. The Parties acknowledge and agree that certain confidential information will be required to be disclosed in the Proxy/Registration Statement.

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Section 5.12 Pre-IPO Investment. The Parties acknowledge that the Company is currently negotiating pre-IPO investments into the Company with potential investors (“Pre-IPO Investments”). The Company shall keep the SPAC reasonably apprised of the status of any Pre-IPO Investments, and shall not enter into any definitive agreements with respect to such Pre-IPO Investments or consummate any such Pre-IPO Investments without the prior written consent of the SPAC (which shall not be unreasonably withheld, delayed or conditioned); provided, however, that no such consent shall be required for any one or more Pre-IPO Investments in which the total number of Company Shares issued or issuable pursuant to the term of such Pre-IPO Investment(s) is no more than 5% of the total number of Company Shares issued and outstanding as of the date hereof in the aggregate so long as the investment terms of such Pre-IPO Investments will not have any adverse impact on the SPAC and its shareholders or the transactions contemplated by this Agreement and the other Transaction Documents, and the Company shall procure that the investors acquiring Company Shares in the Pre-IPO Investments shall sign and deliver the Voting Agreement to the SPAC so that at all times prior to and at the Company Special Meeting, the Company Shareholders that have signed the Voting Agreement and committed to vote in favor of the Company Amalgamation Resolution at the Company Special Meeting shall hold more than 2/3 of the total voting power of all of the issued and outstanding Company Shares.

Section 5.13 Reporting and Compliance with Laws. From the date hereof through the Closing Date, the Company shall duly and timely file all Tax Returns required to be filed with the applicable Taxing Authorities, pay any and all Taxes that are due and payable, as required by any Taxing Authority, and duly observe and conform in all material respects, to all applicable Laws and Orders.

Section 5.14 PCAOB Financials.

(a) The Company expects to deliver to the SPAC, (i) on or before November 5, 2025, audited consolidated financial statements of the Company for the fiscal years ended April 30, 2024 and April 30, 2025, respectively, (ii) on or before November 5, 2025, unaudited management account consolidated financial statements of the Company for the three months period ended July 31, 2024 and July 31, 2025, respectively, (iii) on or before November 20, 2025, unaudited consolidated financial statements of the Company for the three months period ended July 31, 2024 and July 31, 2025, respectively, and (iv) on or before January 16, 2026, unaudited consolidated financial statements of the Company for the three months period ended October 31, 2024 and October 31, 2025, respectively, (the financial statements in (i), (iii) and (iv) above prepared in conformity with GAAP under the standards of the Public Company Accounting Oversight Board (the “PCAOB Financials”)). The PCAOB Financials shall be (i) prepared from the Books and Records of the Group Companies; (ii) prepared on an accrual basis in accordance with GAAP; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial condition as of their dates including for all warranty, maintenance, service and indemnification obligations; (iv) contain and reflect adequate provisions for all Liabilities for all material Taxes applicable to the Company with respect to the periods then ended and (v) included in the Proxy/Registration Statement and the Canadian Prospectus. The Company shall also prepare and include in the Canadian Prospectus such financial statements as may be required by applicable Laws. The PCAOB Financials will be complete and accurate and fairly present in all material respects, in conformity with GAAP applied on a consistent basis in all material respects, the financial position of the Company as of the dates thereof and the results of operations of the Company for the periods reflected therein. The Company shall provide additional financial information as reasonably requested by the SPAC for inclusion in any filings to be made by the SPAC with the SEC.

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(b) The PCAOB Financials, when completed and delivered to the SPAC, will be complete and accurate and fairly present in all material respects, in conformity with GAAP applied on a consistent basis in all material respects, the financial position of each Group Company as of the dates thereof and the results of operations of each Group Company for the periods reflected therein. The PCAOB Financials, when completed and delivered to the SPAC, (i) will have been prepared from the Books and Records of the Group Companies; (ii) will have been prepared on an accrual basis in accordance with GAAP consistently applied; (iii) contain and reflect all necessary adjustments and accruals for a fair presentation of the Company’s financial condition as of their dates; and (iv) contain and reflect adequate provisions for all material Liabilities for all material Taxes applicable to the Group Companies with respect to the periods then ended. The PCAOB Financials, when completed and delivered to the SPAC, will be prepared in accordance with Regulation S-X and reviewed by the Company’s independent auditor in accordance with PCAOB Auditing Standard 4105. The PCAOB Financials, when completed and delivered to the SPAC, will be audited in accordance with PCAOB auditing standards by a PCAOB-qualified auditor that was independent under Rule 2-01 of Regulation S-X under the Securities Act.

Section 5.15 Use of Proceeds. Following the Closing, the cash of the SPAC (including any proceeds from the Financing and/or the pre-IPO investment proceeds pursuant to ‎Section 5.12 hereof and the funds remaining in the Trust Account after the SPAC Share Redemption) shall be used as follows: first, to pay or reimburse the unpaid SPAC Transaction Expenses, if any (including repayment of any obligations or loans owed to the IPO Sponsor and/or its designees for payment of SPAC Transaction Expenses), and second, to be used for working capital and general corporate purposes of the SPAC.

Section 5.16 Nasdaq or Alternative Exchange Listing. From the date hereof until the Closing, the SPAC shall ensure the SPAC remains listed as a public company on the Nasdaq and shall keep current and timely file all reports required to be filed or furnished with the SEC and otherwise comply in all material respects with its reporting obligations under applicable Laws. Each of the Company and the SPAC shall use its reasonable best efforts to cause: (a) the SPAC to satisfy all applicable continuing listing requirements of Nasdaq or another stock exchange as mutually agreed between the Parties (the “Alternative Exchange”), as applicable; and (b) the SPAC Class A Shares issuable pursuant to the Transactions in accordance with this Agreement or the other Transaction Documents to be approved for listing on the Nasdaq or the Alternative Exchange, as applicable, subject to official notice of issuance, in each case, as promptly as reasonably practicable after the date of this Agreement, and in any event prior to the Closing. From the date hereof through the Closing, each Party shall notify the other Parties of any communications or correspondence from Nasdaq or the Alternative Exchange, as applicable, with respect to the listing of the SPAC Class A Shares, compliance with the rules and regulations of the Nasdaq or the Alternative Exchange, as applicable, and any potential suspension of listing or delisting action contemplated or threatened by the Nasdaq or the Alternative Exchange, as applicable. Promptly after the date hereof and prior to the Closing, the SPAC shall procure the reservation of a ticker symbol as may be reasonably agreed by the SPAC and the Company on Nasdaq or on the Alternative Exchange as mutually agreed by them.

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Section 5.17 No Trading in SPAC Securities. The Company acknowledges and agrees that it is aware, and that each other Group Company has been made aware of the restrictions imposed by U.S. federal securities laws and the rules and regulations of the SEC promulgated thereunder or otherwise and other applicable foreign and domestic Laws on a Person possessing material nonpublic information about a publicly traded company. The Company hereby agrees that it shall not, and shall procure other Group Companies not to, purchase or sell any Equity Securities of the SPAC in violation of such Laws, or cause or encourage any Person to do any of the foregoing.

Section 5.18 Trust Account. Prior to or at the Closing (subject to the satisfaction or waiver of the conditions set forth in ‎Article VI and provision of notice thereof to Trustee (which notice the SPAC shall provide to Trustee in accordance with the terms of the Trust Agreement)), the SPAC shall make appropriate arrangements to cause the funds in the Trust Account to be disbursed in accordance with the Trust Agreement, including causing the documents, opinions and notices required to be delivered to Trustee pursuant to the Trust Agreement to be so delivered, for the following: (a) the redemption of any SPAC Class A Shares in connection with the SPAC Share Redemption at the Closing; (b) the payment of SPAC Transaction Expenses; and (c) the balance of the assets in the Trust Account, if any, after payment of the amounts required under the foregoing clauses (a) and (b), to be disbursed to the SPAC in accordance with the Trust Agreement.

Section 5.19 Post-Closing Directors of the SPAC. Subject to the terms of the SPAC’s Organizational Documents, the SPAC and the Company shall take all such action within its power as may be necessary or appropriate such that as of immediately prior to, from and after the Closing, each of the SPAC Board and the board of directors of the Amalco shall consist of seven (7) directors:

(a) six directors shall be designated by the Company, four of whom shall be “independent” for purposes under Nasdaq (or any Alternative Exchange) rules requirements and one of whom shall be the “financial expert” as determined under SEC rules and regulation,

(b) one director shall be designated by the IPO Sponsor or its Affiliates; and

(c) at least five (5) of such seven (7) directors shall be Canadian citizens.

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Section 5.20 D&O Indemnification and Insurance.

(a) The Parties agree that all rights to exculpation, indemnification and advancement of expenses existing in favor of the current or former directors and officers of the SPAC and the Company, as applicable (the “D&O Indemnified Parties”) as provided in their respective organizational documents, in each case as in effect on the date hereof, or under any indemnification, employment or other similar agreements between any D&O Indemnified Party and any of the SPAC and the Company, as applicable in effect on the Signing Date and disclosed in ‎Section 5.20(a) of the SPAC Disclosure Schedule, shall survive the Closing and continue in full force and effect in accordance with their respective terms to the extent permitted by applicable Law. From and after the Closing, the SPAC agrees that it shall indemnify and hold harmless each D&O Indemnified Party against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any Action, whether civil, criminal, administrative or investigative, arising out of or pertaining to matters existing or occurring at or prior to the Closing, whether asserted or claimed prior to, at or after the Closing, to the fullest extent that the Company, the SPAC or their respective Subsidiaries, as the case may be, would have been permitted under applicable Law and its respective certificate of incorporation, certificate of formation, bylaws, limited liability company agreement or other organizational documents in effect on the date of this Agreement to indemnify such D&O Indemnified Parties (including the advancing of expenses as incurred to the fullest extent permitted under applicable Law). Without limiting the foregoing, the SPAC shall, and shall cause its Subsidiaries to (i) maintain for a period of not less than six (6) years from the Closing provisions in its Organizational Documents concerning the indemnification and exoneration (including provisions relating to expense advancement) of the SPAC, the Company and their respective Subsidiaries’ former and current officers, directors, employees, and agents that are no less favorable to those Persons than the provisions of the Organizational Documents of the SPAC, the Company or their respective Subsidiaries, as applicable, in each case, as of the date of this Agreement, and (ii) not amend, repeal or otherwise modify such provisions in any respect that would adversely affect the rights of those Persons thereunder, in each case, except as required by Law.

(b) For a period of six (6) years from the Closing, the SPAC shall maintain in effect directors’ and officers’ liability insurance covering those Persons who are currently covered by the SPAC’s, the Company or their respective Subsidiaries’ directors’ and officers’ liability insurance policies (true, correct and complete copies of which have been heretofore made available to the SPAC or its agents or representatives) on terms not less favorable than the terms of such current insurance coverage, except that in no event shall the SPAC be required to pay an annual premium for such insurance in excess of three hundred percent (300%) of the aggregate annual premium payable by the SPAC for such insurance policy for the year ended December 31, 2024; provided, however, that (i) the SPAC may cause coverage to be extended under the current directors’ and officers’ liability insurance by obtaining a six (6) year “tail” policy containing terms not materially less favorable than the terms of such current insurance coverage with respect to claims existing or occurring at or prior to the Amalgamation Effective Time and (ii) if any claim is asserted or made within such six (6) year period, any insurance required to be maintained under this  ‎Section 5.20 shall be continued in respect of such claim until the final disposition thereof.

(c) Notwithstanding anything contained in this Agreement to the contrary, this ‎Section 5.20 shall survive the Closing indefinitely and shall be binding, jointly and severally, on the SPAC and all successors and assigns of the SPAC. In the event that the SPAC or any of its successors or assigns consolidates with or merges into any other Person and shall not be the continuing or surviving company or entity of such consolidation or merger or transfers or conveys all or substantially all of its properties and assets to any Person, then, and in each such case, the SPAC shall ensure that proper provision shall be made so that the successors and assigns of the SPAC shall succeed to the obligations set forth in this ‎Section 5.20.

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(d) On the Closing Date, the SPAC shall enter into customary indemnification agreements reasonably satisfactory to each of the Company and the SPAC with the post-Closing directors and officers of the SPAC, which indemnification agreements shall continue to be effective following the Closing.

Section 5.21 Shareholder Litigation.

(a) In the event that any litigation related to this Agreement, any Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the SPAC, threatened in writing, against the SPAC or the SPAC Board by any of the SPAC’s shareholders prior to the Closing, the SPAC shall promptly notify the Company of any such litigation and keep the Company reasonably informed with respect to the status thereof. The SPAC shall provide the Company the opportunity to participate in (subject to a customary joint defense agreement), the defense of any such litigation, shall give due consideration to the Company’s advice with respect to such litigation and shall not settle or agree to settle any such litigation without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed.

(b) In the event that any litigation related to this Agreement, any Transaction Document or the transactions contemplated hereby or thereby is brought, or, to the knowledge of the Company, threatened in writing, against the Company or the board of directors of the Company by any of the Company’s shareholders prior to the Closing, the Company shall promptly notify the SPAC of any such litigation and keep the SPAC reasonably informed with respect to the status thereof. The Company shall provide the SPAC the opportunity to participate in (subject to a customary joint defense agreement), the defense of any such litigation, shall give due consideration to the SPAC’s advice with respect to such litigation and shall not settle or agree to settle any such litigation without the prior written consent of the SPAC, such consent not to be unreasonably withheld, conditioned or delayed.

Section 5.22 SPAC Extension. Unless the Closing has occurred or this Agreement shall have otherwise been terminated in accordance with ‎Article VIII, upon written request by the SPAC, the Company shall provide all necessary assistance to the SPAC to extend the deadline by which the SPAC must complete its initial Business Combination (a “SPAC Extension”) until a date that is no later than the Outside Closing Date.

Section 5.23 Promissory Notes. The Company acknowledges and agrees that from time to time after the date hereof and prior to the Closing, the SPAC and the IPO Sponsor shall be entitled to enter into one or more promissory notes in substantially the same form as the Initial Promissory Note (the “Additional Promissory Note” and together with the Initial Promissory Note, the “Promissory Notes”) pursuant to which the IPO Sponsor has agreed to provide to the SPAC loans for working capital, any SPAC Extension or other purposes. For the avoidance of any doubt, any amounts outstanding under the Promissory Notes as of the Closing (excluding any amounts that the IPO Sponsor has elected to convert into the SPAC Units prior to the Closing in accordance with the terms thereof) shall be deemed part of the SPAC Transaction Expenses and shall be repaid to the IPO Sponsor by the Company in accordance with ‎Section 2.7; provided, however, that to the extent that the SPAC lacks sufficient working capital to fully repay the balance of the Promissory Notes that have not been so converted at the election of the IPO Sponsor, such remaining balance will be a post-Closing obligation of the SPAC.

Section 5.24 Tax Matters.

(a) Each of SPAC and the Company shall use its respective commercially reasonable efforts to cause the SPAC Continuance and the Amalgamation to qualify, and agree not to, and not to permit or cause any of their Affiliates or Subsidiaries to, take any action which to its knowledge could reasonably be expected to prevent or impede each of the SPAC Continuance and the Amalgamation from qualifying for the Intended Tax Treatment. Each of SPAC and the Company shall report the Transactions consistently with the Intended Tax Treatment unless otherwise required by Tax Law, including pursuant to a “determination” within the meaning of Section 1313(a) of the Code.

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(b) In the event that the SEC requests a tax opinion regarding the qualification of the SPAC Continuance for the Intended U.S. Tax Treatment, the SPAC shall use its commercially reasonable efforts to obtain such opinion from DLA or other counsel of the SPAC. In the event that the SEC requests a tax opinion regarding the qualification of the Amalgamation for the Intended U.S. Tax Treatment, the Company shall use its commercially reasonable efforts to obtain such opinion from Loeb & Loeb LLP or other counsel of the Company. In the event that SPAC or the Company seeks a tax opinion from its respective tax advisor regarding the Intended Tax Treatment of the Transactions, or the SEC requests or requires tax opinions, each Party shall use reasonable efforts to execute and deliver customary tax representation letters (not to be inconsistent with this Agreement or the other Transaction Documents) as the applicable tax advisor may reasonably request in form and substance reasonably satisfactory to such advisor.

Section 5.25 Confirmatory Assignment Agreement. On or prior to the Closing Date, the Company shall procure and deliver to the SPAC all of the duly executed Confirmatory Assignment Agreements. The Company shall also procure that the assignment as contemplated by the Confirmatory Assignment Agreements shall be duly recorded or approved by all relevant Authorities, including the United States Patent and Trademark Office and the Canadian Intellectual Property Office on or prior to the Closing Date.

Section 5.26 CBCA Statutory Declaration. Prior to the Closing, the Company shall prepare and deliver a statutory declaration, executed by its director or officer as required under the CBCA in the form acceptable to the SPAC and dated as of the Closing Date, to confirm that:

(a) the Company will be able to pay its liabilities as they become due;

(b) the realizable value of its assets will not be less than the aggregate of its liabilities and stated capital of all classes; and

(c) no creditor of the Company will be prejudiced by the Amalgamation.

**ArticleVI.**CONDITIONS TO CLOSING

Section 6.1 Condition to the Obligations to Close of the Parties. The obligations of all of the Parties to consummate the Closing are subject to the satisfaction of all the following conditions:

(a) Neither the provisions of any applicable Law nor any Order shall prohibit or prevent the consummation of the Transactions.

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(b) There shall not be any Action brought by a third party that is not an Affiliate of the parties hereto to enjoin or otherwise restrict the consummation of the Closing.

(c) The SEC shall have declared the Proxy/Registration Statement effective. No stop order suspending the effectiveness of the Proxy/Registration Statement or any part thereof shall have been issued and outstanding.

(d) (i) the SPAC Class A Shares to be issued in connection with the Transactions shall have been approved for listing on Nasdaq or the Alternative Exchange (to the extent such approval is required) and the SPAC will, as of and immediately following the Closing, satisfy any applicable initial and continuing listing requirements of Nasdaq or the Alternative Exchange, and the SPAC shall not have received any notice of non-compliance therewith, and (ii) as of the Closing Date, the SPAC shall not have received any written notice from Nasdaq or the Alternative Exchange that it has failed, or would reasonably be expected to fail, to meet the applicable listing requirements as of the Closing Date for any reason, where such notice has not been subsequently withdrawn by Nasdaq or the Alternative Exchange or the underlying failure appropriately remedied or satisfied.

(e) The SPAC Shareholder Approval shall have been duly obtained.

Section 6.2 Conditions to Obligations to Close of the SPAC. The obligation of the SPAC to consummate the Closing is subject to the satisfaction, or the waiver at the SPAC’ sole and absolute discretion, of all the following further conditions:

(a) The Company shall have duly performed all obligations hereunder required to be performed by it at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.

(b) All of the representations and warranties of the Company contained in ‎Article III in this Agreement shall in all material respects: (i) be true and correct at and as of the date of this Agreement, and (ii) be true and correct as of the Closing Date (except for the representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date).

(c) There shall have been no event, change or occurrence which has a Company Material Adverse Effect.

(d) The SPAC shall have received the Lock-up Agreements duly executed by each of the Lock-up Company Shareholders, the Non-Compete Agreement duly executed by the Company Shareholders who are signatories thereto, the Registration Rights Agreement duly executed by the Company Shareholders who are signatories thereto, and the Employment Agreements duly executed by each Key Executive, in each case dated as of the Closing Date, as well as the duly executed Confirmatory Assignment Agreements.

(e) The SPAC shall have received the certified true copies of the Company Approvals.

(f) There shall have been no material breach of the Option Purchase Agreement by the Company or the OPA Assignee (including without limitation any failure to pay the Purchase Price (as defined in the Option Purchase Agreement) in accordance with the terms thereof).

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(g) The aggregate number of Dissent Shares shall not exceed 5% of the aggregate number of Company Shares outstanding immediately prior to the Amalgamation Effective Time.

(h) The SPAC Board shall have received a Fairness Opinion confirming the fairness of the Company Valuation, and such Fairness Opinion has not been withdrawn.

Section 6.3 Conditions to Obligations to Close of the Company . The obligations of the Company to consummate the Closing is subject to the satisfaction, or the waiver at the Company’s discretion, of all of the following further conditions:

(a) The SPAC shall have duly performed all of their obligations hereunder required to be performed by them at or prior to the Closing Date in all material respects, unless the applicable obligation has a materiality qualifier in which case it shall be duly performed in all respects.

(b) All of the representations and warranties of the SPAC contained in ‎Article IV of this Agreement shall: (i) be true and correct at and as of the date of this Agreement and (ii) be true and correct as of the Closing Date (except for representation and warranties that speak as of a specific date prior to the Closing Date, in which case such representations and warranties need only to be true and correct as of such earlier date), in the case of (i) and (ii), other than as would not in the aggregate reasonably be expected to have a SPAC Material Adverse Effect.

(c) There shall have been no event, change or occurrence which has a SPAC Material Adverse Effect.

(d) The Company shall have received the Lock-up Agreement duly executed by the IPO Sponsor and the Registration Rights Agreement duly executed by the parties thereto (other than the Company Shareholders), in each case dated as of the Closing Date.

(e) There shall have been no material breach of the Promissory Notes by the IPO Sponsor (including without limitation any failure to provide the loan to the SPAC in accordance with the terms thereof).

Section 6.4 Frustration of Conditions. None of SPAC or the Company may rely on the failure of any condition set forth in this ‎Article VI to be satisfied if such failure was caused by such Party’s failure to comply in all material respects with its obligations hereunder.

**ArticleVII.**DISPUTE RESOLUTION

Section 7.1 Arbitration

(a) The parties shall promptly submit any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance, or enforcement of this Agreement) or any alleged breach thereof (including any action in tort, contract, equity, or otherwise), to binding arbitration before one arbitrator (the “Arbitrator”). Binding arbitration shall be the sole means of resolving any dispute, claim, or controversy arising out of or relating to this Agreement (including with respect to the meaning, effect, validity, termination, interpretation, performance or enforcement of this Agreement) or any alleged breach thereof (including any claim in tort, contract, equity, or otherwise).

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(b) If the parties cannot agree upon the Arbitrator, the Arbitrator shall be selected by the New York, New York chapter head of the American Arbitration Association upon the written request of either side. The Arbitrator shall be selected within thirty (30) days of such written request.

(c) The laws of the State of New York shall apply to any arbitration hereunder. In any arbitration hereunder, this Agreement shall be governed by the laws of the State of New York applicable to a contract negotiated, signed, and wholly to be performed in the State of New York, which laws the Arbitrator shall apply in rendering his decision. The Arbitrator shall issue a written decision, setting forth findings of fact and conclusions of law, within sixty (60) days after he shall have been selected. The Arbitrator shall have no authority to award punitive or other exemplary damages.

(d) The arbitration shall be held in New York, New York in accordance with and under the then-current provisions of the rules of the American Arbitration Association, except as otherwise provided herein.

(e) On application to the Arbitrator, any party shall have rights to discovery to the same extent as would be provided under the Federal Rules of Civil Procedure, and the Federal Rules of Evidence shall apply to any arbitration under this Agreement; provided, however, that the Arbitrator shall limit any discovery or evidence such that his or her decision shall be rendered within the period referred to in ‎Section 7.1‎(c).

(f) The Arbitrator may, at his discretion and at the expense of the party who will bear the cost of the arbitration, employ experts to assist him in his determinations.

(g) The costs of the arbitration proceeding and any proceeding in court to confirm any arbitration award (including actual attorneys’ fees and costs), shall be borne by the unsuccessful party and shall be awarded as part of the Arbitrator’s decision, unless the Arbitrator shall otherwise allocate such costs in such decision. The determination of the Arbitrator shall be final and binding upon the parties and not subject to appeal.

(h) Any judgment upon any award rendered by the Arbitrator may be entered in and enforced by any court of competent jurisdiction. The parties expressly consent to the non-exclusive jurisdiction of the courts (Federal and state) in New York, New York to enforce any award of the Arbitrator or to render any provisional, temporary, or injunctive relief in connection with or in aid of the arbitration. The parties expressly consent to the personal and subject matter jurisdiction of the Arbitrator to arbitrate any and all matters to be submitted to arbitration hereunder. None of the parties hereto shall challenge any arbitration hereunder on the grounds that any party necessary to such arbitration (including the parties hereto) shall have been absent from such arbitration for any reason, including that such party shall have been the subject of any bankruptcy, reorganization, or insolvency proceeding.

(i) The parties shall indemnify the Arbitrator and any experts employed by the Arbitrator and hold them harmless from and against any claim or demand arising out of any arbitration under this Agreement, unless resulting from the gross negligence or willful misconduct of the person indemnified.

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(j) This arbitration section shall survive the termination of this Agreement.

Section 7.2 Waiver of Jury Trial; Exemplary Damages

(a) THE PARTIES TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVE ANY RIGHT EACH SUCH PARTY MAY HAVE TO TRIAL BY JURY IN ANY ACTION OF ANY KIND OR NATURE, IN ANY COURT IN WHICH AN ACTION MAY BE COMMENCED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENTS, OR BY REASON OF ANY OTHER CAUSE OR DISPUTE WHATSOEVER BETWEEN OR AMONG ANY OF THE PARTIES TO THIS AGREEMENT OF ANY KIND OR NATURE. NO PARTY SHALL BE AWARDED PUNITIVE OR OTHER EXEMPLARY DAMAGES RESPECTING ANY DISPUTE ARISING UNDER THIS AGREEMENT OR ANY TRANSACTION DOCUMENTS.

(b) Each of the parties to this Agreement acknowledges that each has been represented in connection with the signing of this waiver by independent legal counsel selected by the respective party and that such party has discussed the legal consequences and import of this waiver with legal counsel. Each of the parties to this Agreement further acknowledges that each has read and understands the meaning of this waiver and grants this waiver knowingly, voluntarily, without duress and only after consideration of the consequences of this waiver with legal counsel.

Article VIII. TERMINATION

Section 8.1 Termination This Agreement may be terminated prior to the Closing:

(a) by mutual written consent of the SPAC and the Company at any time prior to Closing;

(b) by the SPAC or the Company by giving written notice to the other if any Law or Order shall have enacted, issued, promulgated or enforced which has become final and non-appealable and has the effect of making the consummation of the Transactions illegal;

(c) by the SPAC or the Company by giving written notice to the other if the SPAC Shareholder Approval shall fail to receive the requisite vote for approval at the at the SPAC Shareholders’ Meeting;

(d) in the event that the Closing of the transactions contemplated hereunder has not occurred within eighteen (18) months following the date of this Agreement (as may be extended by the mutual agreement of the SPAC and the Company, the “Outside Closing Date”), by the SPAC or the Company by giving written notice to the other at any time after the Outside Closing Date, provided that provided, further, that (i) the right to terminate this Agreement pursuant to this ‎Section 8.1(d) shall not be available to the SPAC if the SPAC’s material breach of this Agreement shall have primarily caused the failure to consummate the Transactions on or before the Outside Closing Date, and (ii) the right to terminate this Agreement pursuant to this ‎Section 8.1(d) shall not be available to the Company if the Company’s material breach of this Agreement shall have primarily caused the failure to consummate the Transactions on or before the Outside Closing Date;

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(e) by the SPAC by giving written notice to the Company, if the Company shall have failed to deliver any of the PCAOB Financials to the SPAC on or before the applicable date in accordance with ‎Section 5.14(a);

(f) by the SPAC by giving written notice to the Company, if the Company fails to pay the Purchase Price (as defined in the Option Purchase Agreement) in accordance with the payment schedule as set forth in Section 1.2 of the Option Purchase Agreement;

(g) by the Company by giving written notice to the SPAC, if the IPO Sponsor fails to provide the loan to the SPAC if and when required under the terms set forth in the Promissory Notes;

(h) by the SPAC by giving written notice to the Company, if there shall have been a Company Material Adverse Effect which is uncured for at least ten (10) Business Days after written notice of such Company Material Adverse Effect is provided by the SPAC to the Company;

(i) by the SPAC by giving written notice to the Company, if a SPAC Extension is not effected and the SPAC must liquidate in accordance with its Organizational Documents; or

(j) by SPAC by written notice to the other Parties if the Company Shareholder Approval shall not have been obtained within twenty (20) Business Days after the Proxy/Registration Statement becomes effective.

Section 8.2 Termination upon Material Breach.

(a) The SPAC may terminate this Agreement by giving notice to the Company prior to the Closing, without prejudice to any rights or obligations the SPAC may have, if the Company shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Transaction Documents to be performed on or prior to the Closing Date and such breach shall not be cured within thirty (30) days following receipt by the Company of a notice describing in reasonable detail the nature of such breach.

(b) The Company may terminate this Agreement by giving notice to the SPAC prior to the Closing, without prejudice to any rights or obligations the Company may have, if the SPAC shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Transaction Documents to be performed on or prior to the Closing Date and such breach shall not be cured within thirty (30) days following receipt by the SPAC of a notice describing in reasonable detail the nature of such breach.

Section 8.3 Effect of Termination.

(a) In the event that this Agreement is terminated pursuant to ‎Section 8.1 or ‎Section 8.2 hereof, this Agreement shall forthwith become void, except: (i) ‎Article VII, this ‎Section 8.3, and ‎Article IX shall survive the termination of this Agreement, and (ii) nothing herein shall relieve any Party from liability for any breach of any representation, warranty, covenant or obligation under this Agreement or any Fraud Claim against such Party, in either case, prior to termination of this Agreement (subject to ‎Section 9.3).

(b) In the event that this Agreement is terminated pursuant to ‎Section 8.1(d) or ‎Section 8.2(a), then, without prejudice to any rights or obligations the SPAC may have, within five (5) Business Days of such termination, the Company shall pay to the SPAC a termination fee in the amount of $2,000,000 by wire transfer in immediately available funds to an account designated by the SPAC in writing.

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(c) In the event that this Agreement is terminated pursuant to ‎Section 8.2(b), then, without prejudice to any rights or obligations the Company may have, within five (5) Business Days of such termination, the SPAC shall pay to the Company a termination fee in the amount of $2,000,000 by wire transfer in immediately available funds to an account designated by the Company in writing.

(d) The parties acknowledge and hereby agree that the payment of the termination fee if, as and when required pursuant to this ‎Section 8.3, shall not constitute a penalty but will be liquidated damages, in a reasonable amount that will compensate the applicable party in the circumstances in which it is payable for the efforts and resources expended and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation of the Transactions, which amount would otherwise be impossible to calculate with precision. Each of the parties acknowledges that the agreements contained in this ‎Section 8.3 are an integral part of the Transactions and that, without these agreements, the parties would not enter into this Agreement.

Article IX. MISCELLANEOUS

Section 9.1 Notices. Any notice hereunder shall be sent in writing, addressed as specified below, and shall be deemed given: (a) if by hand or recognized courier service, by 5:00PM on a business day, addressee’s day and time, on the date of delivery, and otherwise on the first business day after such delivery; (b) if by fax or email, on the date that transmission is confirmed electronically, if by 5:00PM on a business day, addressee’s day and time, and otherwise on the first business day after the date of such confirmation; or (c) five days after mailing by certified or registered mail, return receipt requested. Notices shall be addressed to the respective parties as follows (excluding telephone numbers, which are for convenience only), or to such other address as a party shall specify to the others in accordance with these notice provisions:

if to the SPAC:

14 Prudential Tower

Singapore 049712

Attn: Fen Zhang

Email: eric.zhang@herculescapital.group; jason.wang@herculescapital.group

with a copy to (which shall not constitute notice):

DLA Piper UK LLP

20^th^ Floor South Tower Beijing Kerry Center

No. 1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Attn: James Chang, Esq.; Yang Ge, Esq.

Email: james.chang@dlapiper.com; Yang.Ge@dlapiper.com

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if to the Company, to:

1096 Marginal Rd, Suite 110

Halifax, NS B3H 4N4, Canada

Attn: Patrick Sapphire

Email: patrick.sapphire@marinethinking.com

with a copy to (which shall not constitute notice):

Loeb & Loeb LLP

345 Park Avenue

New York, NY 10154

Attn: Lawrence Venick, Esq.

Email: lvenick@loeb.com

Section 9.2 Non-survival or Representations, Warranties and Covenants. None of the representations, warranties, covenants, obligations or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall survive the Closing, and all such representations, warranties, covenants, obligations or other agreements shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing in respect thereof), except for (a) claims based on fraud, (b) those covenants and agreements contained herein that by their terms expressly apply in whole or in part after the Closing and then only with respect to any breaches occurring after the Closing, and (c) this ‎Article IX and any corresponding definitions set forth in ‎Article I.

Section 9.3 No Claim Against Trust Account. The Company acknowledges that it has read the IPO Prospectus and other SPAC SEC Documents as filed under the Exchange Act, the SPAC’s Organizational Documents, and the Trust Agreement and understands that the SPAC has established the Trust Account described therein for the benefit of the SPAC’s public and that, except for a portion of the interest earned on the amounts held in the Trust Account pursuant to the Trust Agreement, the SPAC may only disburse the funds in the Trust Account (i) to the public shareholders in the event of the conversion of their shares upon consummation of a business combination or amendment to the SPAC’s certificate of incorporation relating to pre-business combination activity, (ii) to the public shareholders in connection with the SPAC’s liquidation in the event the SPAC is unable to consummate a business combination within the required time, and (iii) to the SPAC concurrently with, or after the SPAC consummates a business combination. The Company further acknowledges that, if the Transactions, or, in the event of a termination of this Agreement, another Business Combination, are not consummated by July 3, 2026 or such later date as approved by the SPAC Shareholders to complete a Business Combination, the SPAC will be obligated to return to its shareholders the amounts being held in the Trust Account. Accordingly, for and in consideration of the SPAC entering into this Agreement, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company hereby irrevocably waives any past, present or future Action of any kind against, and any right to access, the Trust Account or to collect from the Trust Account any monies that may be owed to them for any reason whatsoever, and will not seek recourse against the Trust Account at any time for any reason whatsoever.

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Section 9.4 Amendments; No Waivers; Remedies

(a) This Agreement cannot be amended, except by a writing signed by each Party, and cannot be terminated orally or by course of conduct. Any Party to this Agreement may, at any time prior to the Closing, by action taken by its board of directors or officers or Persons thereunto duly authorized, (a) extend the time for the performance of the obligations or acts of the other Parties, (b) waive any inaccuracies in the warranties (of another Party) that are contained in this Agreement or (c) waive compliance by the other Parties with any of the agreements or conditions contained in this Agreement, but such extension or waiver shall be valid only if set forth in an instrument in writing signed by the party granting such extension or waiver. No provision hereof can be waived, except by a writing signed by the party against whom such waiver is to be enforced, and any such waiver shall apply only in the particular instance in which such waiver shall have been given.

(b) Neither any failure or delay in exercising any right or remedy hereunder or in requiring satisfaction of any condition herein nor any course of dealing shall constitute a waiver of or prevent any party from enforcing any right or remedy or from requiring satisfaction of any condition. No notice to or demand on a party waives or otherwise affects any obligation of that party or impairs any right of the party giving such notice or making such demand, including any right to take any action without notice or demand not otherwise required by this Agreement. No exercise of any right or remedy with respect to a breach of this Agreement shall preclude exercise of any other right or remedy, as appropriate to make the aggrieved party whole with respect to such breach, or subsequent exercise of any right or remedy with respect to any other breach.

(c) Except as otherwise expressly provided herein, no statement herein of any right or remedy shall impair any other right or remedy stated herein or that otherwise may be available.

(d) Notwithstanding anything else contained herein, neither shall any party seek, nor shall any party be liable for, punitive or exemplary damages, under any tort, contract, equity, or other legal theory, with respect to any breach (or alleged breach) of this Agreement or any provision hereof or any matter otherwise relating hereto or arising in connection herewith.

Section 9.5 Arm’s Length Bargaining; No Presumption Against Drafter. This Agreement has been negotiated at arm’s-length by parties of equal bargaining strength, each represented by counsel or having had but declined the opportunity to be represented by counsel and having participated in the drafting of this Agreement. This Agreement creates no fiduciary or other special relationship between the parties, and no such relationship otherwise exists. No presumption in favor of or against any party in the construction or interpretation of this Agreement or any provision hereof shall be made based upon which Person might have drafted this Agreement or such provision.

Section 9.6 Publicity.

(a) All press releases or other public communications relating to the Transactions, and the method of the release for publication thereof, shall prior to the Closing be subject to the prior mutual approval of the SPAC and the Company; provided, that no such party shall be required to obtain consent pursuant to this ‎Section 9.6‎(a) to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without breach of the obligation under this ‎Section 9.6‎(a).

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(b) The restriction in ‎Section 9.6‎(a) shall not apply to the extent the public announcement is required by applicable securities Law, any Authority or stock exchange rule; provided, however, that in such an event, the party making the announcement shall, to the extent practicable, use its commercially reasonable efforts to consult with the other party in advance as to its form, content and timing

Section 9.7 Expenses.

(a) Except as otherwise set forth in this Agreement (including ‎Section 2.7), each Party shall bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby.

(b) For the avoidance of doubt and without prejudice to the Company’s obligations under ‎Section 2.7, any SPAC Transaction Expenses that have not been paid in full at the Closing shall be borne by the SPAC.

Section 9.8 No Assignment or Delegation. No party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the other party. Any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement.

Section 9.9 Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the conflict of laws principles thereof.

Section 9.10 Counterparts; Facsimile Signatures. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one agreement. This Agreement shall become effective upon delivery to each party of an executed counterpart or the earlier delivery to each party of original, photocopied, or electronically transmitted signature pages that together (but need not individually) bear the signatures of all other parties.

Section 9.11 Entire Agreement. This Agreement together with the other Transaction Documents, including any exhibits and schedules attached hereto or thereto, sets forth the entire agreement of the parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous understandings and agreements related thereto (whether written or oral), all of which are merged herein. No provision of this Agreement or any Transaction Documents, including any exhibits and schedules attached hereto or thereto, may be explained or qualified by any agreement, negotiations, understanding, discussion, conduct or course of conduct or by any trade usage. Except as otherwise expressly stated herein or any Transaction Documents, there is no condition precedent to the effectiveness of any provision hereof or thereof. No party has relied on any representation from, or warranty or agreement of, any person in entering into this Agreement, prior hereto or contemporaneous herewith or any Transaction Documents, except those expressly stated herein or therein.

Section 9.12 Severability. A determination by a court or other legal authority that any provision that is not of the essence of this Agreement is legally invalid shall not affect the validity or enforceability of any other provision hereof. The parties shall cooperate in good faith to substitute (or cause such court or other legal authority to substitute) for any provision so held to be invalid a valid provision, as alike in substance to such invalid provision as is lawful.

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Section 9.13 Construction of Certain Terms and References; Captions. In this Agreement:

(a) References to particular sections and subsections, schedules, and exhibits not otherwise specified are cross-references to sections and subsections, schedules, and exhibits of this Agreement.

(b) All monetary figures used herein shall be in United States dollars unless otherwise specified.

(c) The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular provision of this Agreement, and, unless the context requires otherwise, “Party” means a party signatory hereto.

(d) The phrase “directly or indirectly” means directly, or indirectly through one or more intermediate persons or through contractual or other legal arrangements, and “direct or indirect” has the correlative meaning

(e) Any use of the singular or plural, or the masculine, feminine, or neuter gender, includes the others, unless the context otherwise requires; “including” means “including without limitation;” “or” means “and/or;” “any” means “any one, more than one, or all” .

(f) Unless otherwise specified, any reference to any agreement (including this Agreement), instrument, or other document includes all schedules, exhibits, or other attachments referred to therein, and any reference to a statute or other law includes any rule, regulation, ordinance, or the like promulgated thereunder, in each case, as amended, restated, supplemented, or otherwise modified from time to time. Any reference to a numbered schedule means the same-numbered section of the disclosure schedule.

(g) If any action is required to be taken or notice is required to be given within a specified number of days following a specific date or event, the day of such date or event is not counted in determining the last day for such action or notice. If any action is required to be taken or notice is required to be given on or before a particular day which is not a Business Day, such action or notice shall be considered timely if it is taken or given on or before the next Business Day.

(h) Captions/headings are not a part of this Agreement, but are included for convenience, only.

(i) A reference to a statute or statutory provision includes, to the extent applicable at any relevant time:

(i) that statute or statutory provision as from time to time consolidated, modified, re-enacted or replaced by any other statute or statutory provision;

(ii) any repealed statute or statutory provision which it re-enacts (with or without modification); and

(iii) any subordinate legislation or regulation made under the relevant statute or statutory provision.

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Section 9.14 Third Party Beneficiaries.

(a) Nothing expressed or implied in this Agreement is intended or shall be construed to (a) confer upon or give any Person (including any equityholder, any current or former director, manager, officer, employee or independent contractor of any Group Company, or any participant in any Company Equity Plan or employee benefit plan (if any), any party to any Company Option Agreement, agreement or other arrangement (or any dependent or beneficiary thereof)), other than the Parties, any right or remedies under or by reason of this Agreement, (b) establish, amend or modify any employee benefit plan, program, policy, agreement or arrangement or (c) limit the right of the SPAC, the Company or their respective Affiliates to amend, terminate or otherwise modify any Company Equity Plan or other employee benefit plan, policy, agreement or other arrangement following the Closing; provided that (i) the D&O Indemnified Parties (and their successors, heirs and representatives) are intended third-party beneficiaries of, and may enforce, ‎Section 5.20, and (ii) the IPO Sponsor (and its applicable Affiliates, successors, heirs and representatives) is intended third-party beneficiary of, and may enforce, ‎Section 5.19.

(b) This Agreement may only be enforced against, and any claim or cause of action based upon, arising out of, or related to this Agreement or the Transactions may only be brought against, the Parties (including the Company and the SPAC).

Section 9.15 Specific Performance.

(a) The Parties hereby agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any provision of this Agreement (including failing to take such actions as are required of it hereunder to consummate the Transactions) is not performed in accordance with its specific terms or is otherwise breached. Accordingly, the Parties agree that each Party shall be entitled to an injunction or injunctions, or any other appropriate form of specific performance or equitable relief, to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of competent jurisdiction in accordance with this Agreement this being in addition to any other remedy to which they are entitled under the terms of this Agreement at Law or in equity (and each Party hereby waives any requirement for the securing or posting of any bond in connection with such remedy);

(b) Each of the Parties agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief when expressly available pursuant to the terms of this Agreement on the basis that the other Parties have an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity. Any Party seeking an injunction or injunctions to prevent breaches or threatened breaches of, or to enforce compliance with this Agreement when expressly available pursuant to the terms of this Agreement shall not be required to provide any bond or other security in connection with any such order or injunction.

[The remainder of this page intentionally leftblank; signature page to follow]

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IN WITNESS WHEREOF, each of the Parties have caused this Agreement to be duly executed as of the date first above written.

SPAC	Eureka Acquisition Corp
	By:	/s/ Fen Zhang
	Name:	Fen Zhang
	Title:	Director
Company	Marine Thinking Inc.
	By:	/s/ Lishao Wang
	Name:	Lishao Wang
	Title:	Chairman
Amalgamation Sub	17358750 Canada Inc.
	By:	/s/ Fen Zhang
	Name:	Fen Zhang
	Title:	Director

Annex 1

Amalgamation Agreement

Annex 1

Exhibit A Form of Voting Agreement

Exhibit A

Exhibit B Form of Support Agreement

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Exhibit B

Exhibit C Form of Registration Rights Agreement

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Exhibit C

Exhibit D Forms of Lock-up Agreement

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Exhibit D

Exhibit E Form of Non-Compete Agreement

---

Exhibit E

Exhibit F Form of New Articles

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Exhibit F

Exhibit 10.1

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SPONSOR SUPPORT AGREEMENT

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This SPONSOR SUPPORT AGREEMENT, dated as of October 29, 2025 (this “Agreement”), is entered into by and among the shareholder listed on Exhibit A hereto (the “Shareholder”), Eureka Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), Marine Thinking Inc., a company incorporated under the Canada Business Corporations Act (the “Company”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).

WHEREAS, the SPAC, the Company and 17358750 Canada Inc., a company incorporated under the CBCA (“Amalgamation Sub”) are entering into, concurrently herewith, that certain Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which, among other things, (a) the SPAC will continue from the Cayman Islands to Canada (the “SPAC Continuation”), and (b) the Company and Amalgamation Sub will amalgamate (the “Amalgamation”) such that the Amalco (as defined in the Business Combination Agreement) will become a wholly owned subsidiary of the Company, and in connection therewith the shareholders of the Company will receive SPAC Shares (as defined in the Business Combination Agreement (such transactions and the other transactions consummated pursuant to the Business Combination Agreement, the “Transactions”);

WHEREAS, as of the date hereof, each Shareholder owns of record or has the power to vote the number of class A and Class B ordinary shares, par value $0.0001, of the SPAC set forth on Exhibit A (all such shares, and/or any successor shares of the SPAC (including, upon the effectiveness of the SPAC Continuation, any shares of the SPAC issued in exchange therefor) of which ownership of record or the power to vote is hereafter acquired by such Shareholder prior to the termination of this Agreement being referred to herein as the “Shares”); and

WHEREAS, in order to induce the Company to enter into the Business Combination Agreement, each Shareholder is executing and delivering this Agreement to the Company.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Agreement to Vote.

(a) During the period commencing on the date hereof and ending on the earlier to occur of (i) the Amalgamation Effective Time, and (ii) such date and time as the Business Combination Agreement shall be terminated in accordance with Article VIII thereof (the “Expiration Time”), each Shareholder, with respect to its Shares, hereby irrevocably agrees to (1) appear at the SPAC Shareholders’ Meeting, and at every adjournment or postpone thereof, in person or proxy or otherwise cause the Shares to be counted as present thereat for the purpose of establishing a quorum, and (2) vote, or cause to be voted or consented at the SPAC Shareholders’ Meeting, or in any action by written consent of the shareholders, all of the Shares owned as of the record date for such meeting (a) in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby, (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement and considered and voted upon at the SPAC Shareholders’ Meeting, (c) in favor of the approval of each of the Transaction Proposals, and (d) against the approval of any Alternative Transaction, or against any proposal, action or agreement that would reasonably be expected to (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement, the SPAC Continuation or the Amalgamation, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the SPAC under the Business Combination Agreement, or (iii) result in any of the conditions set forth in Article VI of the Business Combination Agreement not being fulfilled. Each Shareholder acknowledges receipt and review of a copy of the Business Combination Agreement. The obligations of each Shareholder specified in this Section 1 shall apply whether or not the SPAC Continuation or the Amalgamation or any action described above is recommended by the SPAC’s Board of Directors.

Each Shareholder hereby irrevocably agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

(b) Notwithstanding anything in this Agreement to the contrary, (i) each Shareholder shall not be required to vote (or cause to be voted) any of its Shares to amend the Business Combination Agreement (including any schedule or exhibit thereto), or take any action that would reasonably be expected to result in such amendment or modification of the Business Combination Agreement, that: (A) imposes any additional conditions on the consummation of the SPAC Continuation or the Amalgamation; (B) alters or changes the amount or kind of consideration to be paid to the holders of Shares in connection with the SPAC Continuation or to the holders of Company shares in connection with the Amalgamation; (C) impedes or delays the consummation of SPAC Continuation or the Amalgamation or (D) from and after the adoption of the Business Combination Agreement by the holders of Shares, requires further approval of the SPAC’s shareholders under the Companies Act (each of the foregoing, an “Adverse Amendment”) and (ii) each Shareholder shall remain free to vote (or execute proxies with respect to) its Shares with respect to any matter not covered by Section 1(a) in any manner such Shareholder deems appropriate.

2. Redemptions Rights. Each Shareholder irrevocably agrees that it will not exercise its right to redeem all or a portion of such Shareholder’s Shares (in connection with the transactions contemplated by this Agreement or the Business Combination Agreement or otherwise) as set forth in the Organizational Documents of the SPAC.

3. Transfer of Shares. Until the Expiration Time, each Shareholder irrevocably agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), allow the creation of a lien, pledge, distribute, dispose of or otherwise encumber any of the Shares, either voluntarily or involuntarily (collectively, “Transfer”), or otherwise agree or offer to do any of the foregoing, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares, (d) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Shares, (e) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Share, (f) take any action that would have the effect of preventing or disabling such Shareholder from performing its obligations hereunder or (g) publicly announce any intention to effect any transaction specified in this Section 3; provided, that, Transfers by Shareholder are permitted to an Affiliate or to a direct or indirect owner of equity or other interest in such Shareholder (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to the Company, to assume all of the obligations of any Transferring Shareholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 3 shall not relieve such Transferring Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 3 with respect to such Shareholder’s Shares shall be null and void.

4. Representations and Warranties. Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to the Company as follows:

(a) The execution, delivery and performance by Shareholder of this Agreement and the consummation by Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organization documents of Shareholder), or (iv) conflict with or result in a breach of or constitute a default under any provision of Shareholder’s Organizational Documents.

(b) Shareholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has good, valid and marketable title to the Shares free and clear of any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) and has the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of the Shares that is inconsistent with the Shareholder’s obligations pursuant to this Agreement. Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and Shareholder does not own, directly or indirectly, any other Shares.

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(c) Shareholder is a natural person or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by the Company and the SPAC, constitutes a legal, valid and binding obligation of Shareholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights and to general equitable principles).

(d) As of the date of this Agreement, there is no action, proceeding or, to the Shareholder’s knowledge, investigation pending against the Shareholder or, to the knowledge of the Shareholder, threatened against the Shareholder that questions the beneficial or record ownership of the Shareholder’s Shares, the validity of this Agreement or the performance by the Shareholder of its obligations under this Agreement.

(e) Shareholder understands and acknowledges that the Company is entering into the Business Combination Agreement in reliance upon the Shareholder’s execution and delivery of this Agreement.

(f) Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Support Agreement.

5. New Shares. In the event that, during the period commencing on the date hereof and ending at the Expiration Time, (a) any Shares are issued to Shareholder after the date of this Agreement pursuant to any share dividend, share split, recapitalization, reclassification, combination or exchange of Shares or otherwise, (b) a Shareholder purchases or otherwise acquires beneficial ownership of any Shares, or (c) a Shareholder acquires the right to vote or share in the voting of any Shares (collectively the “New Securities”), then such New Securities acquired or purchased by such Shareholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Shares owned by such Shareholder as of the date hereof.

6. No Challenges. Each Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the SPAC, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Business Combination Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement); provided, that this Section 6 shall not be deemed a waiver of any rights of any Shareholder or its Affiliates for any breach of this Agreement or the Business Combination Agreement by the SPAC or the Company provided, further, that the foregoing shall not limit any actions taken by such Shareholder in response to any claims commenced against such Shareholder, its Affiliates or any of their respective representatives for any breach of this Agreement.

7. Termination. This Agreement and the obligations of Shareholder under this Agreement shall automatically terminate upon the earliest of: (a) the Amalgamation Effective Time; (b) the termination of the Business Combination Agreement in accordance with its terms; (c) the delivery of written notice of termination by the Shareholder to the Company following an Adverse Amendment made without the consent of such Shareholder; and (d) the mutual written agreement of the Company and SPAC. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination.

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8. Miscellaneous.

(a) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8(b)):

If to Shareholder:

To such Shareholder’s address set forth in Exhibit A.

with copies to (which shall not constitute notice):

DLA Piper UK LLP

20^th^ Floor South Tower Beijing Kerry Center

No. 1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Attn: James Chang, Esq.

Email: james.chang@dlapiper

If to the Company, to:

1096 Marginal Rd, Suite 110

Halifax, NS B3H 4N4, Canada

Attn: Patrick Sapphire

Email: patrick.sapphire@marinethinking.com

with a copy (which shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Avenue, 19th Floor

New York, NY 10154

Attention: Lawrence Venick, Esq.

E-mail: lvenick@loeb.com

If to the SPAC, to:

Eureka Acquisition Corp.

14 Prudential Tower

Singapore 049712

Attn: Fen Zhang

Email: eric.zhang@herculescapital.group; jason.wang@herculescapital.group

with a copy to (which shall not constitute notice):

DLA Piper UK LLP

20^th^ Floor South Tower Beijing Kerry Center

No. 1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Attn: James Chang, Esq.

Email: james.chang@dlapiper

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(b) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(c) This Agreement and the Business Combination Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

(d) This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(e) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in that State without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. All actions, suits or proceedings (collectively, “Action”) arising out of or relating to this Agreement shall be heard and determined exclusively in any federal or state court having jurisdiction within the State of New York. The parties hereto hereby (i) submit to the exclusive jurisdiction of federal or state courts within the State of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any of the above-named courts.

(f) The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court within the State of New York without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties further waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement to post security or a bond as prerequisite to obtaining equitable relief.

(g) This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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(h) Each Shareholder shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by the SPAC or the Company, to effect the actions and consummate the transactions contemplated by this Agreement and the Business Combination Agreement (including the transactions contemplated hereby and thereby), in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.

(i) This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the SPAC, the Company and each Shareholder.

(j) This Agreement shall not be effective or binding upon Shareholder until such time as the Business Combination Agreement is executed by each of the parties thereto.

(k) If, and as often as, there are any changes in the SPAC by way of share split, share dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or Transactions, or by any other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to Shareholder and the Shares as so changed.

(l) Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Paragraph (l).

(m) Shareholder hereby authorizes the SPAC and the Company to publish and disclose in any disclosure required by the United States Securities and Exchange Commission the Shareholder’s identity and the Shareholder’s ownership of the Shares and the nature of the Shareholder’s obligations under this Agreement.

(n) Nothing in this Agreement shall be construed to impose any obligation or limitation on votes or actions taken by any director, officer, employee, agent, designee or other representative of the Shareholder, in each case, in his or her capacity as a director or officer of the SPAC or any of its Subsidiaries (if applicable). The Shareholder is executing this Agreement solely in such capacity as a record or beneficial holder of the Shares.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

SHAREHOLDER:
Hercules Capital Management Corp
By:	/s/ Fen Zhang
Name:	Fen Zhang
Title:	Sole Director
COMPANY:
---	---
MARINE THINKING INC.
By:	/s/ Lishao Wang
Name:	Lishao Wang
Title:	Chairman
SPAC:
---
EKA ACQUISITION CORP.
By:
Name:
Title:

All values are in Euros.

Signature Page to Sponsor Support Agreement

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Exhibit A

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Shareholder

Shareholder	Number of Ordinary Shares	Address for Notices
Hercules Capital Management Corp, a British Virgin Islands company	Class A: 228,000	14 Prudential Tower, <br><br>Singapore 049712
	Class B: 1,407,500
TOTAL:	1,635,500

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Exhibit 10.2

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COMPANY VOTING SUPPORT AGREEMENT

---

This COMPANY VOTING SUPPORT AGREEMENT, dated as of October 29, 2025 (this “Agreement”), is entered into by and among the shareholders listed on Exhibit A hereto (each, a “Shareholder”), Eureka Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), Marine Thinking Inc., a company incorporated under the Canada Business Corporations Act (the “Company”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Business Combination Agreement (as defined below).

WHEREAS, the SPAC, the Company and 17358750 Canada Inc., a company incorporated under the CBCA (“Amalgamation Sub”) are entering into, concurrently herewith, that certain Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), pursuant to which, among other things, (a) the SPAC will continue from the Cayman Islands to Canada (the “SPAC Continuation”), and (b) the Company and Amalgamation Sub will amalgamate (the “Amalgamation”) such that the Amalco (as defined in the Business Combination Agreement) will become a wholly owned subsidiary of the Company, and in connection therewith the shareholders of the Company will receive SPAC Shares (as defined in the Business Combination Agreement (such transactions and the other transactions consummated pursuant to the Business Combination Agreement, the “Transactions”);

WHEREAS, as of the date hereof, each Shareholder owns of record or has the power to vote the number of common shares in the capital of the Company set forth on Exhibit A (all such shares, and/or any successor shares of Company of which ownership of record or the power to vote is hereafter acquired by such Shareholder prior to the termination of this Agreement being referred to herein as the “Shares”); and

WHEREAS, in order to induce the SPAC to enter into the Business Combination Agreement, each Shareholder is executing and delivering this Agreement to the SPAC.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and agreements contained herein, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

1. Agreement to Vote.

(a) During the period commencing on the date hereof and ending on the earlier to occur of (i) the Amalgamation Effective Time, and (ii) such date and time as the Business Combination Agreement shall be terminated in accordance with Article VIII thereof (the “Expiration Time”), each Shareholder, with respect to its Shares, hereby irrevocably agrees to (1) appear at any Company Special Meeting, and at every adjournment or postpone thereof, in person or proxy or otherwise cause the Shares to be counted as present thereat for the purpose of establishing a quorum, and (2) vote, or cause to be voted or consented at a Company Special Meeting, or in any action by written consent of the shareholders, all of the Shares owned as of the record date for such meeting (a) in favor of the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby (which shall include without limitation, for all purposes of this Agreement, the Company Amalgamation Resolution and the matters constituting the Company Shareholder Approval), (b) in favor of any other matter reasonably necessary to the consummation of the transactions contemplated by the Business Combination Agreement and considered and voted upon at any Company Special Meeting, (c) against the approval of any Alternative Transaction, or against any proposal, action or agreement that would reasonably be expected to (i) impede, frustrate, prevent or nullify any provision of this Agreement, the Business Combination Agreement, the Transactions or the Company Amalgamation Resolution, (ii) result in a breach in any respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement, or (iii) result in any of the conditions set forth in Article VI of the Business Combination Agreement not being fulfilled, and (d) against any amendment of the organizational documents of the Company or any change in the Company’s capitalization, corporate structure or business other than as contemplated by the Business Combination Agreement. Each Shareholder acknowledges receipt and review of a copy of the Business Combination Agreement. The obligations of each Shareholder specified in this Section 1 shall apply whether or not the Transactions, the Company Amalgamation Resolution or any action described above is recommended by the Company’s Board of Directors. Each Shareholder hereby irrevocably agrees that it shall not commit or agree to take any action inconsistent with the foregoing.

(b) Notwithstanding anything in this Agreement to the contrary, (i) each Shareholder shall not be required to vote (or cause to be voted) any of its Shares to amend the Business Combination Agreement (including any schedule or exhibit thereto), or take any action that would reasonably be expected to result in such amendment or modification of the Business Combination Agreement, that: (A) imposes any additional conditions on the consummation of the Transactions, the Company Amalgamation Resolution or on any other aspect of the Business Combination; (B) alters or changes the amount or kind of consideration to be paid to the holders of Shares in connection with the Company Amalgamation Resolution or the Transactions; (C) impedes or delays the consummation of the Company Amalgamation Resolution or the Transactions or (D) from and after the adoption of the Business Combination Agreement by the holders of Shares, requires further approval of the Company’s shareholders under the CBCA or other applicable Canadian law (each of the foregoing, an “Adverse Amendment”) and (ii) each Shareholder shall remain free to vote (or execute proxies with respect to) its Shares with respect to any matter not covered by Section 1(a) in any manner such Shareholder deems appropriate.

2. Redemptions Rights; Waiver Conversion Ratios. Each Shareholder irrevocably agrees that it will (i) not exercise its right to redeem all or a portion of such Shareholder’s Shares (in connection with the transactions contemplated by this Agreement or the Business Combination Agreement or otherwise) as set forth in the organizational documents of the Company and (ii) waive any adjustment to the conversion ratio set forth in the Company’s organizational documents.

3. Transfer of Shares. Until the Expiration Time, each Shareholder irrevocably agrees that it shall not, directly or indirectly, (a) sell, assign, transfer (including by operation of law), allow the creation of a lien, pledge, distribute, dispose of or otherwise encumber any of the Shares, either voluntarily or involuntarily (collectively, “Transfer”), or otherwise agree or offer to do any of the foregoing, (b) deposit any Shares into a voting trust or enter into a voting agreement or arrangement or grant any proxy or power of attorney with respect thereto that is inconsistent with this Agreement, (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect acquisition or sale, assignment, transfer (including by operation of law) or other disposition of any Shares, (d) establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, with respect to any Shares, (e) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Share, (f) take any action that would have the effect of preventing or disabling such Shareholder from performing its obligations hereunder or (g) publicly announce any intention to effect any transaction specified in this Section 3; provided, that, Transfers by Shareholder are permitted to an Affiliate or to a direct or indirect owner of equity or other interest in such Shareholder (a “Permitted Transfer”); provided, further, that any Permitted Transfer shall be permitted only if, as a precondition to such Transfer, the transferee also agrees in a writing, reasonably satisfactory in form and substance to SPAC, to assume all of the obligations of such Transferring Shareholder under, and be bound by all of the terms of, this Agreement; provided, further, that any Transfer permitted under this Section 3 shall not relieve such Transferring Shareholder of its obligations under this Agreement. Any Transfer in violation of this Section 3 with respect to such Shareholder’s Shares shall be null and void.

4. Representations and Warranties. Each Shareholder, severally and not jointly, represents and warrants for and on behalf of itself to SPAC as follows:

(a) The execution, delivery and performance by such Shareholder of this Agreement and the consummation by such Shareholder of the transactions contemplated hereby do not and will not (i) conflict with or violate any Law applicable to such Shareholder, (ii) require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any person or entity, (iii) result in the creation of any Lien on any Shares (other than pursuant to this Agreement or transfer restrictions under applicable securities laws or the organization documents of such Shareholder), or (iv) conflict with or result in a breach of or constitute a default under any provision of such Shareholder’s organizational documents.

(b) Such Shareholder is the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of and has good, valid and marketable title to the Shares free and clear of any Lien (other than (i) pursuant to this Agreement or (ii) transfer restrictions under applicable securities Laws) and has the sole power (as currently in effect) to vote the Shares and has not entered into any voting agreement or voting trust with respect to any of the Shares that is inconsistent with such Shareholder’s obligations pursuant to this Agreement. Such Shareholder has the full right, power and authority to sell, transfer and deliver such Shares, and such Shareholder does not own, directly or indirectly, any other Shares.

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(c) Such Shareholder is a natural person or a legal entity duly organized, validly existing and, to the extent such concept is applicable, in good standing under the Laws of the jurisdiction of its organization, has the power, authority and capacity to execute, deliver and perform this Agreement, has not entered into any agreement or undertaking that would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement and that this Agreement has been duly authorized, executed and delivered by such Shareholder. This Agreement, assuming due authorization, execution and delivery hereof by the Company and the SPAC, constitutes a legal, valid and binding obligation of such Shareholder in accordance with its terms (except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights and to general equitable principles).

(d) As of the date of this Agreement, there is no action, proceeding or, to such Shareholder’s knowledge, investigation pending against such Shareholder or, to the knowledge of such Shareholder, threatened against such Shareholder that questions the beneficial or record ownership of such Shareholder’s Shares, the validity of this Agreement or the performance by such Shareholder of its obligations under this Agreement.

(e) Such Shareholder understands and acknowledges that the SPAC is entering into the Business Combination Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement.

(f) Such Shareholder has not entered into, and shall not enter into, any agreement that would prevent it from performing any of its obligations under this Support Agreement.

(g) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which the SPAC, the Company or Amalgamation Sub is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the knowledge of such Shareholder, on behalf of such Shareholder.

5. New Shares. In the event that, during the period commencing on the date hereof and ending at the Expiration Time, (a) any Shares are issued to any Shareholder after the date of this Agreement pursuant to any share dividend, share split, recapitalization, reclassification, combination or exchange of Shares or otherwise, (b) such Shareholder purchases or otherwise acquires beneficial ownership of any Shares, or (c) such Shareholder acquires the right to vote or share in the voting of any Shares (collectively the “New Securities”), then such New Securities acquired or purchased by such Shareholder shall be subject to the terms of this Agreement to the same extent as if they constituted the Shares owned by such Shareholder as of the date hereof.

6. No Challenges. Each Shareholder agrees not to commence, join in, facilitate, assist or encourage, and agrees to take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the SPAC, the Company or any of their respective successors or directors (a) challenging the validity of, or seeking to enjoin the operation of, any provision of this Agreement or the Business Combination Agreement or (b) alleging a breach of any fiduciary duty of any person in connection with the evaluation, negotiation or entry into the Business Combination Agreement); provided, that this Section 6 shall not be deemed a waiver of any rights of any Shareholder or its Affiliates for any breach of this Agreement or the Business Combination Agreement by the Company; provided, further, that the foregoing shall not limit any actions taken by such Shareholder in response to any claims commenced against such Shareholder, its Affiliates or any of their respective representatives for any breach of this Agreement.

7. Termination. This Agreement and the obligations of any Shareholder under this Agreement shall automatically terminate upon the earliest of: (a) the Amalgamation Effective Time; (b) the termination of the Business Combination Agreement in accordance with its terms; (c) the delivery of written notice of termination by such Shareholder to the Company following an Adverse Amendment made without the consent of such Shareholder; and (d) the mutual written agreement of the Company and the SPAC. Upon termination or expiration of this Agreement, no party shall have any further obligations or liabilities under this Agreement; provided, however, such termination or expiration shall not relieve any party from liability for any willful breach of this Agreement occurring prior to its termination.

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8. Miscellaneous.

(a) Except as otherwise provided herein or in the Business Combination Agreement or any other transaction document, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the transactions contemplated hereby or thereby are consummated.

(b) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by telecopy or e-mail or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 8(b)):

If to a Shareholder:

To such Shareholder’s address set forth in Exhibit A.

with copies to (which shall not constitute notice):

Loeb & Loeb LLP

345 Park Avenue, 19th Floor

New York, NY 10154

Attention: Lawrence Venick, Esq.

E-mail: lvenick@loeb.com

If to the Company, to:

1096 ginal Rd, Suite 110

Halifax, NS B3H 4N4, Canada

Attn: Patrick Sapphire

Email: patrick.sapphire@marinethinking.com

with a copy (which shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Avenue, 19th Floor

New York, NY 10154

Attention: Lawrence Venick, Esq.

E-mail: lvenick@loeb.com

If to the SPAC, to:

Eureka Acquisition Corp.

14 Prudential Tower

Singapore 049712

Attn: Fen Zhang

Email: eric.zhang@herculescapital.group; jason.wang@herculescapital.group

with a copy to (which shall not constitute notice):

DLA Piper UK LLP

20^th^ Floor South Tower Beijing Kerry Center

No. 1 Guanghua Road, Chaoyang District

Beijing 100020, PRC

Attn: James Chang, Esq.

Email: james.chang@dlapiper

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(c) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(d) This Agreement and the Business Combination Agreement constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned (whether pursuant to a merger, by operation of law or otherwise).

(e) This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

(f) This Agreement shall be governed by, and construed in accordance with, the Laws of the State of New York applicable to contracts executed in and to be performed in that State without giving effect to principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of Laws of another jurisdiction. All actions, suits or proceedings (collectively, “Action”) arising out of or relating to this Agreement shall be heard and determined exclusively in any federal or state court having jurisdiction within the State of New York. The parties hereto hereby (i) submit to the exclusive jurisdiction of federal or state courts within the State of New York for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto, and (ii) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereunder may not be enforced in or by any of the above-named courts.

(g) The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof, and accordingly, that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any federal or state court within the State of New York without proof of actual damages or otherwise, in addition to any other remedy to which they are entitled at law or in equity as expressly permitted in this Agreement. Each of the parties further waives (i) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement to post security or a bond as prerequisite to obtaining equitable relief.

(h) This Agreement may be executed and delivered (including by facsimile or portable document format (pdf) transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

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(i) Each Shareholder shall execute and deliver, or cause to be delivered, such additional documents, and take, or cause to be taken, all such further actions and do, or cause to be done, all things reasonably necessary (including under applicable Laws), or reasonably requested by the SPAC or the Company, to effect the actions and consummate the transactions contemplated by this Agreement and the Business Combination Agreement (including the transactions contemplated hereby and thereby), in each case, on the terms and subject to the conditions set forth therein and herein, as applicable.

(j) This Agreement may not be amended, changed, supplemented, waived or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by the SPAC, the Company and each Shareholder.

(k) This Agreement shall not be effective or binding upon any Shareholder until such time as the Business Combination Agreement is executed by each of the parties thereto.

(l) If, and as often as, there are any changes in the Company by way of share split, share dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or business combination, or by any other means, equitable adjustment shall be made to the provisions of this Agreement as may be required so that the rights, privileges, duties and obligations hereunder shall continue with respect to all of the Shareholders and the Shares as so changed.

(m) Each of the parties hereto hereby waives to the fullest extent permitted by applicable law any right it may have to a trial by jury with respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement. Each of the parties hereto (i) certifies that no representative, agent or attorney of any other party has represented, expressly or otherwise, that such other party would not, in the event of litigation, seek to enforce that foregoing waiver and (ii) acknowledges that it and the other parties hereto have been induced to enter into this Agreement and the transactions contemplated hereby, as applicable, by, among other things, the mutual waivers and certifications in this Paragraph (m).

(n) Each Shareholder hereby authorizes the SPAC and the Company to publish and disclose in any disclosure required by the United States Securities and Exchange Commission such Shareholder’s identity and its ownership of the Shares and the nature of such Shareholder’s obligations under this Agreement.

[remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

SHAREHOLDERS:
CLEL Inc.
By:	/s/ Lishao Wang
Name:	Lishao Wang
Title:	Owner
Xiaoge Cheng
By:	/s/ Xiaoge Cheng
Name:	Xiaoge Cheng
Shiwei Liu
By:	/s/ Shiwei Liu
Name:	Shiwei Liu
WenWen Pei
By:	/s/ WenWen Pei
Name:	WenWen Pei
Li Ding and Partners LP
By:	/s/ Winfield Ding
Name:	Winfield Ding
Title:	Director
Alpha Glory Ventures Limited
By:	/s/ Zhe Xu
Name:	Zhe Xu
Title:	Director
COMPANY:
---	---
MARINE THINKING INC.
By:	/s/ Lishao Wang
Name:	Lishao Wang
Title:	Chairman
SPAC:
---
EKA ACQUISITION CORP.
By:
Name:
Title:
AMALGAMATION SUB:
17358750 CANADA INC.
By:
Name:
Title:

All values are in Euros.

Signature Page to Company Support Agreement

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Exhibit A

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Exhibit 10.3

AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of October 29, 2025, is made and entered into by and among Marine Thinking Holdings Inc., a company incorporated under the Laws of Canada (the “Company”), Hercules Capital Management Corp, a British Virgin Islands company (the “Sponsor”), and the undersigned parties listed on the signature page(s) hereto (such person, together with the Sponsor, and any person or entity who hereafter becomes a party to this Agreement pursuant to Section ‎6.2 of this Agreement, are each referred to herein as a “Holder,” and, collectively, the “Holders”.

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RECITALS

WHEREAS, the Company, Marine Thinking Inc., a company incorporated under the Laws of Canada (“MTI”) and 17358750 CANADA INC., a company incorporated under the Laws of Canada (the (“Amalgamation Sub”) have entered into a business combination agreement (as amended from time to time, the “Business Combination Agreement”) dated as of October 29, 2025, pursuant to which, among other things, (a) the Company continued from the Cayman Islands to Canada, (b) MTI and Amalgamation Sub amalgamated such that the Amalco (as defined in the Business Combination Agreement) has become a wholly owned subsidiary of the Company, and in connection therewith the shareholders of MTI received SPAC Class A Shares (as defined in the Business Combination Agreement, and referred to herein as “Common Shares”) (such transactions and the other transactions consummated pursuant to the Business Combination Agreement, the “Transactions”);

WHEREAS, in connection with the Closing under the Business Combination Agreement, certain of the Holders will deliver to the Company a lock-up agreement providing that such Holders shall be prohibited from the sale, assignment or transfer of certain of the Common Shares (each a “Lock-UpAgreement”);

WHEREAS, the SPAC, the Sponsor and certain other Holders are parties to that certain Registration Rights Agreement, dated July 2, 2024 (the “Prior Agreement”), and such parties to the Prior Agreement intend to amend and restate the Prior Agreement as set forth in this Agreement; and

WHEREAS, the Company and the Holders desire to provide for certain rights and obligations included herein with respect to the Registrable Securities (as defined below) held by the Holders, in each case contingent upon the occurrence of, and effective as of, the Closing (as defined below).

NOW, THEREFORE, in consideration of the representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Article 1 DEFINITIONS

1.1 Definitions. The terms defined in this ‎Article 1 shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive Officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement or Prospectus were not being filed, declared effective or used, as the case may be, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble.

“Board” shall mean the Board of Directors of the Company.

“Block Trade” shall have the meaning given in Section ‎2.4.1.

“Business CombinationAgreement” shall have the meaning given in the Recitals.

“Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York, the Cayman Islands, Canada and Hong Kong.

“Closing” shall have the meaning given to such term in the Business Combination Agreement.

“Closing Date” shall have the meaning given to such term in the Business Combination Agreement.

“Commission” shall mean the Securities and Exchange Commission.

“Common Shares” shall have the meaning given in the Recitals.

“Company” shall have the meaning given in the Preamble and includes the Company’s successors by recapitalization, merger, consolidation, spin-off, reorganization or similar transaction.

“Company ShelfTakedown Notice” shall have the meaning given in Section ‎2.1.4.

“Competing RegistrationRights” shall have the meaning given in Section ‎6.6.

“Demand Registration” shall have the meaning given in Section ‎2.2.1.

“Demanding Holder” shall have the meaning given in Section ‎2.2.1.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form F-1Shelf” shall have the meaning given in Section ‎2.1.1.

“Form F-3Shelf” shall have the meaning given in Section ‎2.1.1.

“Holders” shall have the meaning given in the Preamble, for so long as such person or entity holds any Registrable Securities.

“IPO Underwriter” means Maxim Group LLC.

“Minimum Amount” means $5 million.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under which they were made not misleading.

“Piggyback Registration” shall have the meaning given in Section ‎2.3.1.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Prospectus Date” shall mean the date of the final prospectus filed with the Commission and relating to the Company’s initial public offering.

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“Registrable Security” shall mean (a) any outstanding Common Shares or any other equity security (including any Common Shares issued or issuable upon the exercise, conversion or exchange of any other equity security) of the Company held by a Holder immediately following the Closing, (b) any Common Shares or other equity securities (including any Common Shares issued or issuable upon the exercise, conversion or exchange of any other equity security) of the Company issuable upon conversion, exercise or exchange of any working capital loans in an amount up to $1,500,000 made to the Company by the Sponsor, and (c) any other equity security of the Company issued or issuable with respect to any such Common Shares by way of a share dividend or share split or in connection with a combination of shares, recapitalization, merger, spin-off, consolidation, reorganization or other similar events; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities upon the earliest of: (A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (B) such securities shall have been otherwise transferred, new certificates or book entry positions for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be sold without registration pursuant to Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission) (but with no volume or other restrictions or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement, Prospectus or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“RegistrationExpenses” shall mean the documented, out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Common Shares are then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of outside counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(C) printing, messenger, telephone and delivery expenses;

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) in an Underwritten Offering or Other Coordinated Offering, reasonable and documented fees and expenses not to exceed $75,000 in the aggregate for each such Registration, of one (1) legal counsel selected by (i) the majority-in-interest of the Demanding Holders initiating a Demand Registration, (ii) the majority-in-interest of the Shelf Demanding Holders initiating an Underwritten Shelf Takedown, or (iii) the majority-in-interest of participating Holders under Section ‎2.3 if the Registration was initiated by the Company for its own account or that of a Company shareholder other than pursuant to rights under this Agreement, in each case with the approval of the Company, which approval shall not be unreasonably withheld.

“RegistrationStatement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder” shall have the meaning given in Section ‎2.1.1.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall have the meaning given in Section ‎2.1.1.

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“Shelf DemandingHolders” shall mean the applicable Holders having the right to make, and actually making, a written demand for an Underwritten Shelf Takedown of Registrable Securities pursuant to Section ‎2.1.4.

“Shelf Registration” shall mean a registration of securities pursuant to a registration statement filed with the Commission in accordance with and pursuant to Rule 415 promulgated under the Securities Act (or any successor rule then in effect).

“Shelf RequestingHolders” shall have the meaning given in Section ‎2.1.4.

“Shelf TakedownNotice” shall have the meaning given in Section ‎2.1.4.

“Sponsor” shall have the meaning given in the Recitals hereto.

“Subsequent ShelfRegistration Statement” shall have the meaning given in Section ‎2.1.2.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering (as defined below) and not as part of such dealer’s market-making activities.

“UnderwrittenOffering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

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Article 2 REGISTRATIONS

2.1 Shelf Registration.

2.1.1 Filing. Upon or within 30 calendar days following the Closing Date, the Company shall submit to or file with the Commission a Registration Statement for a Shelf Registration on Form F-1 (the “Form F-1 Shelf”) or a Registration Statement for a Shelf Registration on Form F-3 (the “Form F-3 Shelf,” and together with the Form F-1 Shelf, the New Registration Statement and any Subsequent Shelf Registration Statement, the “Shelf”), if the Company is then eligible to use a Form F-3 Shelf, in each case, covering the public resale of all the Registrable Securities (determined as of two (2) Business Days prior to such submission or filing) on a delayed or continuous basis and shall use its commercially reasonable efforts to have such Shelf declared effective as soon as practicable after the filing thereof, but no later than the earlier of (a) the ninetieth (90th) calendar day following the filing date thereof if the Commission notifies the Company that it will “review” the Registration Statement and (b) the tenth (10th) Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review. Such Shelf shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. In the event the Company files a Form F-1 Shelf, the Company shall use its commercially reasonable efforts to convert the Form F-1 Shelf (and any Subsequent Shelf Registration Statement) to a Form F-3 Shelf as soon as practicable after the Company is eligible to use Form F-3. The Company shall maintain a Shelf in accordance with the terms hereof, and shall use commercially reasonable efforts to prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep a Shelf continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. The Company’s obligation under this Section ‎2.1.1, shall, for the avoidance of doubt, be subject to Section ‎3.4. If (i) a Registration Statement covering the resale of all of the Sponsor’s Registrable Securities is (A) not filed with the SEC on or before the 30th calendar day after the Closing (“Filing Deadline”) for such Registration Statement (a “Filing Failure”) then in accordance with this Section ‎2.1.1, the Company shall pay to the Sponsor immediately an amount in cash equal to $3,000 for each day (the "Late Fee") on which a Filing Failure exits until such Registration Statement is subsequently filed with the SEC, it being understood that the total amount of Late Fees payable by the Company shall not exceed $500,000.

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2.1.2 Subsequent Shelf Registration. If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities are still outstanding, the Company shall, subject to Section ‎3.4, use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act with respect to the public resale of all the Registrable Securities (including using its commercially reasonable efforts to obtain the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement as a Shelf Registration (a “Subsequent Shelf Registration Statement”) registering the resale of all Registrable Securities (determined as of two (2) business days prior to such filing), and pursuant to any method or combination of methods legally available to, and requested by, any Holder named therein. If a Subsequent Shelf Registration Statement is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration Statement to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof (it being agreed that the Subsequent Shelf Registration Statement shall be an automatic shelf registration statement (as defined in Rule 405 promulgated under the Securities Act) if the Company is a well-known seasoned issuer (as defined in Rule 405 promulgated under the Securities Act) at the most recent applicable eligibility determination date) at the time of filing and (ii) keep such Subsequent Shelf Registration Statement continuously effective, available for use to permit the Holders named therein to sell their Registrable Securities included therein and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities. Any such Subsequent Shelf Registration Statement shall be on Form F-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration Statement shall be on another appropriate form. The Company’s obligation under this Section ‎2.1.2, shall, for the avoidance of doubt, be subject to Section ‎3.4.

2.1.3 Additional Registrable Securities. Subject to Section ‎3.4, in the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon written request of a Holder, shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, any then available Shelf (including by means of a post-effective amendment) or by filing a Subsequent Shelf Registration Statement and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration Statement shall be subject to the terms hereof; provided, however, that the Company shall only be required to cause such additional Registrable Securities to be so covered twice per calendar year for each of the Sponsor and the other Holders (as a group).

2.1.4 Requests for Underwritten Shelf Takedowns. Subject to Section ‎3.4, at any time and from time to time after the expiration of any lock-up period to which the Registrable Securities are subject and when an effective Shelf is not on file with the Commission, one or more Holders of such Registrable Securities may request to sell all or any portion of such Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include Registrable Securities proposed to be sold by the Shelf Requesting Holder, either individually or together with other Shelf Requesting Holders, with an aggregate offering price, net of underwriting discounts and commissions, reasonably expected to exceed the Minimum Amount. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least 48 hours prior to the public announcement of the Underwritten Shelf Takedown (a “Shelf Takedown Notice”), which Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. Within five (5) Business Days after receipt of any Shelf Takedown Notice, the Company shall give written notice of such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities (the “CompanyShelf Takedown Notice”) and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Underwritten Shelf Takedown (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Underwritten Shelf Takedown, a “Shelf Requesting Holder”) shall so notify the Company of its intent to participate in such Underwritten Shelf Takedown, in writing, within five (5) business days after the receipt by such Holder of the Company Shelf Takedown Notice. Upon receipt by the Company of any such written notification from a Shelf Requesting Holder to the Company, subject to the provisions of Section ‎2.2.4, the Company shall include in such Underwritten Shelf Takedown all Registrable Securities of such Shelf Requesting Holder. Subject to ‎2.4.4, the Company shall have the right to select the Underwriters for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the initial Shelf Demanding Holder’s prior approval (which shall not be unreasonably withheld, conditioned or delayed). Any Underwritten Shelf Takedown effected pursuant to this Section ‎2.1.4 shall be counted as a Registration for purposes of the limit on the number of Registrations that can be effected under Section ‎2.2. Notwithstanding anything to the contrary in this Agreement, the Company may consummate an Underwritten Offering pursuant to any then effective Registration Statement, including a Form F-3, that is then available for such offering. Notwithstanding anything to the contrary in this Agreement, the IPO Underwriter may demand an Underwritten Offering pursuant to this Section ‎2.1.4 or Section ‎2.2.1 on only one (1) occasion and only during the period commencing on the date of this Agreement and ending on the second anniversary of the date of this Agreement, and, thereafter, will no longer have any rights under this Section ‎2.1.4 or Section ‎2.2.1.

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2.2 Demand Registration**.**

2.2.1 Request for Registration. Subject to the provisions of Section ‎2.2.4 and Section ‎3.4 and provided that the Company does not have an effective Registration Statement pursuant to Section ‎2.1 covering Registrable Securities, at any time after the thirtieth day the Closing, either (i) the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Holders (other than the Sponsor) or (ii) the Sponsor or its Affiliates or transferees (the “Demanding Holders”) may make a written demand for Registration under the Securities Act of all or part of their Registrable Securities on (a) Form F-1, or such other form of registration statement as is then available to effect a registration for resale of such Registrable Securities, covering such Registrable Securities or (b) if available, Form F-3, which in the case of either clause (a) or (b), may be a shelf registration statement filed pursuant to Rule 415 under the Securities Act, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within ten (10) days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company. For the avoidance of doubt, to the extent a Requesting Holder also separately possesses Demand Registration rights pursuant to this Section ‎2.2, but is not the Holder who exercises such Demand Registration rights, the exercise by such Requesting Holder of its rights pursuant to the foregoing sentence shall not count as the exercise by it of one of its Demand Registration rights. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, subject to Section ‎2.2.4 below, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall file, as soon thereafter as practicable, but no more than forty-five (45) days immediately after the Company’s receipt of the Demand Registration, and the Company shall use reasonable best efforts to effect the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration as soon as practicable. Under no circumstances shall the Company be obligated to effect more than (i) an aggregate of three (3) Registrations pursuant to a Demand Registration or an Underwritten Shelf Takedown initiated by the Sponsor or its Affiliates (including their permitted assigns), as a group, and (ii) an aggregate of three (3) Registrations pursuant to a Demand Registration or an Underwritten Shelf Takedown initiated by the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities held by the Holders (other than the Sponsor) (including their permitted assigns), as a group, in each case under Section ‎2.1.4 or this Section ‎2.2.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Registration Statement that may be available at such time has become effective and all of the Registrable Securities requested by the Demanding Holders and the Requesting Holders (or in the case of an Underwritten Shelf Takedown, the Shelf Demanding Holders and the Shelf Requesting Holders) to be registered on behalf of the Demanding Holders and the Requesting Holders (or in the case of an Underwritten Shelf Takedown, the Shelf Demanding Holders and the Shelf Requesting Holders) in such Registration have been sold, in accordance with Section ‎3.1 of this Agreement. Notwithstanding anything to the contrary in this Agreement, the IPO Underwriter may demand an Underwritten Offering pursuant to Section ‎2.1.4 or this Section ‎2.2.1 on only one (1) occasion and only during the period commencing on the date of this Agreement and ending on the second anniversary of the date of this Agreement, and, thereafter, will no longer have any rights under Section ‎2.1.4 or this Section ‎2.2.1.

2.2.2 Effective Registration. Notwithstanding the provisions of Section ‎2.2.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; and provided further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

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2.2.3 Underwritten Offering. Subject to the provisions of Section ‎2.1.4 and Section ‎3.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section ‎2.2.3 shall enter into an underwriting agreement in customary form with the Company and the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

2.2.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Offering advise the Demanding Holders (or Shelf Demanding Holders, as applicable) in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Demanding Holders (or Shelf Demanding Holders, as applicable) shall so advise all Holders of Registrable Securities that would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all participating Holders thereof, including the Demanding Holders (or Shelf Demanding Holders, as applicable), in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each participating Holder; provided,however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting.

2.2.5 Withdrawal. Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used for marketing an Underwritten Offering, a majority-in-interest of the Demanding Holders (or Shelf Demanding Holders, as applicable) initiating such Underwritten Offering shall have the right to withdraw from such Underwritten Offering for any or no reason whatsoever upon written notification (a “WithdrawalNotice”) to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Underwritten Offering; provided that the remaining Demanding Holders (or Shelf Demanding Holders, as applicable) may elect to have the Company continue such Underwritten Offering if the Minimum Amount would still be satisfied by the Registrable Securities proposed to be sold in such Underwritten Offering by the remaining Demanding Holders (or Shelf Demanding Holders, as applicable). If withdrawn, a demand for an Underwritten Offering shall be counted as a Registration for purposes of the limit on the number of Registrations that can be effected under Section ‎2.2.1, unless either (i) such Demanding Holder (or Shelf Demanding Holder, as applicable) has not previously withdrawn any Underwritten Shelf Takedown or (ii) such Demanding Holder (or Shelf Demanding Holder, as applicable) reimburses the Company for all Registration Expenses with respect to such Underwritten Offering (or, if there is more than one Demanding Holder or Shelf Demanding Holder, as applicable, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each Demanding Holder or Shelf Demanding Holder, as applicable, has requested be included in such Underwritten Offering); provided that, if one or more Demanding Holders (or Shelf Demanding Holders, as applicable) elect to continue such Underwritten Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Offering shall instead count as a Registration demanded by such remaining Demanding Holders (or Shelf Demanding Holders, as applicable), as applicable, for purposes of Section ‎2.2.1. Following the receipt of any Withdrawal Notice, the Company shall promptly forward such Withdrawal Notice to any other Holders that had elected to participate in such Underwritten Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Offering prior to its withdrawal under this Section ‎2.2.5, other than if a Demanding Holder (or Shelf Demanding Holder, as applicable) elects to pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section ‎2.2.5.

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2.2.6 New Registration Statement. Notwithstanding the registration obligations set forth in Section ‎2.1 or this Section ‎2.2, in the event the Commission informs the Company that all of the Registrable Securities cannot, as a result of the application of Rule 415 under the Securities Act, be registered for resale as a secondary offering on a single registration statement, the Company agrees to promptly (a) inform each of the holders thereof and use its commercially reasonable efforts to file amendments to the Registration Statement as required by the Commission and/or (b) withdraw the Registration Statement and file a new registration statement (a “New RegistrationStatement”), on Form F-3, or if Form F-3 is not then available to the Company for such registration statement, on such other form available to register for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment or New Registration Statement, the Company shall use its commercially reasonable efforts to advocate with the Commission for the registration of all of the Registrable Securities in accordance with any publicly-available written or oral guidance, comments, requirements or requests of the Commission staff (the “SEC Guidance”). Notwithstanding any other provision of this Agreement, if any SEC Guidance sets forth a limitation of the number of Registrable Securities permitted to be registered on a particular Registration Statement as a secondary offering (and notwithstanding that the Company used commercially reasonable efforts to advocate with the Commission for the registration of all or a greater number of Registrable Securities), unless otherwise directed in writing by a Holder as to its Registrable Securities to register a lesser amount of Registrable Securities, the number of Registrable Securities to be registered on such Registration Statement will be reduced on a pro rata basis based on the total number of Registrable Securities held by the Holders. In the event the Company amends the Registration Statement or files a New Registration Statement, as the case may be, under clause (a) or (b) above, the Company will use its commercially reasonable efforts to file with the Commission, as promptly as allowed by the Commission or provided by SEC Guidance to the Company or to registrants of securities in general, one or more registration statements on Form F-3 or such other form available to register for resale those Registrable Securities that were not registered for resale on the Registration Statement, as amended, or the New Registration Statement.

2.3 Piggyback Registration.

2.3.1 Piggyback Rights. If, at any time after the Closing, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section ‎2.1.4 or Section ‎2.2.3 hereof), other than a Registration Statement (i) filed in connection with any employee share option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, (iv) relating solely to a transaction covered by Rule 145 under the Securities Act, or (v) on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, and at such time there is no effective Shelf Registration covering the Registrable Securities, then the Company shall give written notice of such proposed offering to all of the Holders of Registrable Securities as soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement or, in the case of an Underwritten Offering, the applicable “red herring” prospectus or prospectus supplement used for marketing such offering, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to include in such registered offering such number of Registrable Securities as such Holders may request in writing within five (5) Business Days after receipt of such written notice (such registered offering, a “Piggyback Registration”). Subject to Section ‎2.3.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this Section ‎2.3.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registered offering and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section ‎2.3.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

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2.3.2 Reduction of Piggyback Registration. If the total amount of securities, including Registrable Securities, requested by holders of Registrable Securities to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of the Registrable Securities which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the Registrable Securities so included shall first be allocated to the Sponsor to include all Registrable Securities proposed to be sold by the Sponsor or its affiliates, and then, if there are more Registrable Securities to be included after including those proposed to be sold by the Sponsor, such more Registrable Securities shall be apportioned pro rata among the selling security holders according to the total amount of securities entitled to be included therein owned by each selling security holder or in such other proportions as shall mutually be agreed to by such selling security holders). For purposes of the preceding parenthetical concerning apportionment, for any selling security holder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and holders of capital stock of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling security holder,” and any pro-rata reduction with respect to such “selling security holder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling security holder,” as defined in this sentence.

2.3.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities (other than a Demanding Holder or Shelf Demanding Holder, whose right to withdraw from an Underwritten Offering, and related obligations, shall be governed by Section ‎2.2.5) shall have the right to withdraw all or any portion of its Registrable Securities from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw such Registrable Securities from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration or, in the case of a Piggyback Registration pursuant to an Underwritten Offering, the filing of the applicable “red herring” prospectus or prospectus supplement with respect to such Piggyback Registration used for marketing such transaction. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons or entities pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration (which, in no circumstance, shall include a Shelf) at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement (other than Section ‎2.2.5), the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this Section ‎2.2.3.

2.3.4 Unlimited Piggyback Registration Rights. For purposes of clarity, subject to Section ‎2.2.5, any Piggyback Registration effected pursuant to Section ‎2.3 shall not be counted as a Registration for purposes of the limit on the number of Registrations that can be effected under Section ‎2.2.1.

2.4 Block Trades; Other Coordinated Offerings.

2.4.1 Notwithstanding any other provision of this ‎Article 2, but subject to Section ‎3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if a Demanding Holder or Shelf Demanding Holder, as applicable, wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “BlockTrade”) or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), in each case, either (x) with an aggregate offering price reasonably expected to be at least the Minimum Amount or (y) of all remaining Registrable Securities held by the Demanding Holder or Shelf Demanding Holder, then such Demanding Holder or Shelf Demanding Holder only needs to notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders or Shelf Demanding Holders, as applicable, representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters, brokers, sales agents or placement agents prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. For the avoidance of doubt, neither a Block Trade nor an Other Coordinated Offering shall include an offering of Registrable Securities in which a negative assurance letter of counsel to the Company or a comfort letter of the accountants of the Company is to be delivered to the Underwriters or the brokers, sales agents or distribution agents, as applicable.

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2.4.2 Prior to the filing of the applicable “red herring” prospectus or prospectus supplement used in connection with a Block Trade or Other Coordinated Offering, a majority-in-interest of the Demanding Holders or Shelf Demanding Holders initiating such Block Trade or Other Coordinated Offering shall have the right to submit a Withdrawal Notice to the Company, the Underwriter or Underwriters (if any) and any brokers, sales agents or placement agents (if any) of their intention to withdraw from such Block Trade or Other Coordinated Offering. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Block Trade or Other Coordinated Offering prior to its withdrawal under this Section ‎2.4.2.

2.4.3 Notwithstanding anything to the contrary in this Agreement, Section 2.3 shall not apply to a Block Trade or Other Coordinated Offering initiated by a Demanding Holder or a Shelf Demanding Holder pursuant to this Agreement.

2.4.4 The Demanding Holder or Shelf Demanding Holder in a Block Trade or Other Coordinated Offering shall have the right to select the Underwriters and any brokers, sales agents or placement agents (if any) for such Block Trade or Other Coordinated Offering (in each case, which shall consist of one or more reputable nationally recognized investment banks).

2.4.5 A Holder in the aggregate may demand no more than two (2) Block Trades or Other Coordinated Offerings pursuant to this Section ‎2.4 in any twelve (12) month period. For the avoidance of doubt, any Block Trade or Other Coordinated Offering effected pursuant to this Section ‎2.4 shall not be counted as a Registration for purposes of the limit on the number of Registrations that can be effected under Section ‎2.2.1, and the procedures set forth in Section ‎2.1.4 or Section ‎2.2.3, as applicable, with respect to an Underwritten Offering shall not apply with respect thereto.

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Article 3 COMPANY PROCEDURES

3.1 General Procedures. If the Company is required to effect the Registration of Registrable Securities pursuant to this Agreement, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by (i) the Sponsor or (ii) any Holders holding at least ten percent (10%) of the Registrable Securities registered on such Registration Statement or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

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3.1.5 cause all such Registrable Securities included in any registration to be listed on such exchanges or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority-in-interest of the Registrable Securities included in such registration;

3.1.6 provide a transfer agent as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section ‎3.4 hereof;

3.1.10 in the event of an Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, on the date the Registrable Securities are delivered for sale pursuant to such Registration, permit a representative of the Holders, the Underwriters or other financial institutions facilitating such Underwritten Offering, Block Trade, Other Coordinated Offering or other sale pursuant to such Registration, if any, and any attorney, consultant or accountant retained by such Holders or Underwriter to participate, at each such person’s or entity’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, financial institution, attorney, consultant or accountant in connection with the Registration; provided, however, that such representatives, Underwriters or financial institutions agree to enter into confidentiality arrangements in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Offering which the participating Holders may rely on, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to a majority in interest of the participating Holders;

3.1.13 in the event of any Underwritten Offering, a Block Trade, an Other Coordinated Offering or sale by a broker, placement agent or sales agent pursuant to such Registration, enter into and perform its obligations under an underwriting agreement or other purchase or sales agreement, in usual and customary form, with the managing Underwriter or Underwriters or the broker, placement agent or sales agent of such offering or sale;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

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3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $15,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than sixty (60) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section ‎3.4.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of the Common Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

3.6 Foreign Private Issuer Status. As of such time as the Company ceases to be a “foreign private issuer” (as defined in Rule 12b-2 under the Exchange Act), (i) all references in this Agreement to Form F-1 or a Form F-1 Shelf shall thereafter be deemed to refer to Form S-1 or a shelf registration on Form S-1, respectively, (ii) all references in this Agreement to Form F-3 or a Form F-3 Shelf shall thereafter be deemed to refer to a Form S-3 or a shelf registration on Form S-3, respectively, and (iii) the Company shall promptly take all actions reasonably necessary to ensure the Holders gain the expected benefit of this Agreement, including by filing (and making effective) any post-effective amendment to an existing Registration Statement, a Subsequent Shelf Registration Statement or other New Registration Statement.

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Article 4 INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided,however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement, except in the case of fraud or willful misconduct by such Holder. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

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4.1.5 If the indemnification provided under Section ‎4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this Section ‎4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in Sections ‎4.1.1, ‎4.1.2 and ‎4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section ‎4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this Section ‎4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this Section ‎4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

Article 5 Voting Undertaking

Each Holder undertakes to the Sponsor that it shall vote or cause to be voted all of the Common Shares beneficially owned by such Holder from time to time in favor of the election of one individual nominated by the Sponsor to be a director of the board of directors of the Company at every meeting (or in connection with any request for action by written consent) of the shareholders of the Company at which such election is considered and at every adjournment or postponement thereof, and to execute a written consent or consents if shareholders of the Company are requested to vote on such matter through the execution of an action by written consent. This ‎Article 5 shall immediately terminate and be of no further force and effect if the Sponsor beneficially owns less than 5% of the total issued and outstanding Common Shares.

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Article 6 MISCELLANEOUS

6.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: [●], and, if to any Holder, at such Holder’s address or contact information as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section ‎6.1.

6.2 Assignment; No Third Party Beneficiaries.

6.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

6.2.2 Subject to Section ‎6.2.5, this Agreement and the rights, duties and obligations of the holders of Registrable Securities hereunder may be assigned or delegated by such holder of Registrable Securities in conjunction with and to the extent of any legally permitted transfer of Registrable Securities by any such holder (subject to lock-up restrictions under the Lock-up Agreement).

14

6.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders.

6.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement.

6.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section ‎6.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section ‎6.2 shall be null and void.

6.3 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

6.4 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT (I) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION AND (II) THE VENUE FOR ANY ACTION TAKEN WITH RESPECT TO THIS AGREEMENT SHALL BE ANY STATE OR FEDERAL COURT IN NEW YORK COUNTY IN THE STATE OF NEW YORK.

EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

6.5 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected; provided further, that any amendment hereto or waiver hereof shall also require the written consent of the Sponsor. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

15

6.6 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. The Company hereby agrees and covenants that it will not grant rights to register any of its Common Shares or other equity securities pursuant to the Securities Act that are more favorable, pari passu or senior to those granted to the Holders hereunder (such rights “Competing RegistrationRights”) without the prior written consent of the Sponsor so long as it still holds any Registrable Securities. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.

6.7 Term. This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of Section ‎3.5, ‎Article 4, ‎Article 5 and this ‎Article 6 shall survive any termination.

6.8 Adjustments. If, and as often as, there are changes in the Registrable Securities by way of share split, share dividend, combination or reclassification, or through merger, consolidation, reorganization, recapitalization or sale, or by any other means, appropriate adjustment shall be made in the provisions of this Agreement, as may be required, so that the rights, privileges, duties and obligations hereunder shall continue with respect to the Registrable Securities as so changed.

6.9 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written. This Agreement will amend and restate the Prior Agreement to read as set forth herein, when it has been duly executed by parties having the right to so amend and restate the Prior Agreement pursuant to the terms thereof.

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[SIGNATURE PAGES FOLLOW]

16

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

Company:
Marine Thinking Holdings Inc.
By:
Name:
Title:
HOLDERS:
Hercules Capital Management Corp
By:
Name:
Title:
Maxim Group LLC
By:
Name:
Title:
Lauren Simmons
By:
Name:	Lauren Simmons
Kevin McKenzie
By:
Name:	Kevin McKenzie
CLEL Inc.
By:
Name:
Title:
Xiaoge Cheng
By:
Name:	Xiaoge Cheng
Shiwei Liu
By:
Name:	Shiwei Liu
WenWen Pei
---	---
By:
Name:	WenWen Pei
PCP Ventures 2021 LP
By:
Name:
Title:

[Signature Page to Registration Rights Agreement]

17

Yongbiao Ding Management
By:
Name:
Title:
Li Ding and Partners LP
By:
Name:
Title:
Alpha Glory Ventures Limited
By:
Name:
Title:
Tong Wang
By:
Name:	Tong Wang
Jun Liu
By:
Name:	Jun Liu
Electrum Ventures Ltd.
By:
Name:
Title:
Great CMC International Limited
By:
Name:
Title:
Skywind Capital Limited
---	---
By:
Name:
Title:
Jingbo Zhang
By:
Name:	Jingbo Zhang
Xiaojing Chen
By:
Name:	Xiaojing Chen
Lei Liu
By:
Name:	Lei Liu

---

[Signature Page to Registration Rights Agreement]

---

19

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Exhibit 10.4

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FORM OF LOCK-UP AGREEMENT

[Date]

[Marine Thinking Holdings Inc.]<br><br>1096 Marginal Rd, Suite 110,<br><br>Halifax, NS B3H 4N4, Canada<br><br>Attn: [*]

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement dated as of October 29, 2025 (the “Business Combination Agreement”) entered into by and among Eureka Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), Marine Thinking Inc., a company incorporated under the CBCA (the “Company”), and 17358750 Canada Inc., a company incorporated under the CBCA (the “Amalgamation Sub”). Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed thereto in the Business Combination Agreement.

In order to induce the SPAC and the Amalgamation Sub to proceed with the transactions contemplated by the Business Combination Agreement (the "Transactions") and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (the “Shareholder”) hereby agrees with the SPAC as follows (the Shareholder and the SPAC collectively the “Parties” and each individually a “Party”):

1. Subject to the exceptions set forth herein, the Shareholder agrees not to, without the prior written consent of the board of directors of the SPAC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any ordinary shares of the SPAC (the “SPAC Shares”) held by it immediately after the Closing, any SPAC Shares issuable upon the exercise of any rights, options, warrants or other securities to purchase any SPAC Shares held by it immediately after the Closing, or any rights, options, warrants or other securities convertible into or exercisable or exchangeable for any SPAC Shares held by it immediately after the Closing (collectively, the “Subject Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Subject Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i)-(iii), collectively, “Transfer”) for the period (the “Lock-Up Period”) commencing on the Amalgamation Effective Time and until the earlier of (i) the date that is three-hundred and sixty-five (365) days after the Closing, or (ii) the date on which the SPAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the SPAC’s shareholders having the right to exchange their SPAC Shares or other equity securities of the SPAC for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the SPAC 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 20 trading days within any 30-trading day period commencing from the Closing, [●]% of the Subject Securities will be released from the foregoing restrictions.

2. The restrictions set forth in paragraph 1 shall not apply to:

(i)	if the Shareholder is not an individual, in the case of an entity, Transfers to a shareholder, partner,<br>member or direct or indirect affiliate (within the meaning set forth in Rule 405 under Securities Act) of the Shareholder;
(ii)	if the Shareholder is an individual, Transfers by gift to members of the individual’s immediate<br>family (as defined below) or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate<br>of such person or to a charitable organization;
---	---
(iii)	if the Shareholder is an individual, Transfers by virtue of laws of descent and distribution upon death<br>of the individual;
---	---
(iv)	if the Shareholder is an individual, Transfers pursuant to a qualified domestic relations order;
---	---
(v)	if the Shareholder is not an individual, Transfers by virtue of the laws of the jurisdiction of the entity’s<br>organization and the entity’s organizational documents upon dissolution of the entity;
---	---
(vi)	Transfers pursuant to transactions relating to the SPAC Shares or other securities convertible into or<br>exercisable or exchangeable for the SPAC Shares acquired in open market transactions after the Closing;
---	---
(vii)	Transfers to the SPAC pursuant to any contractual arrangement in effect at the Closing that provides for<br>the repurchase by the SPAC or the Company or forfeiture of the Shareholder’s shares in the SPAC or the Company or other securities<br>convertible into or exercisable or exchangeable for shares in the SPAC or the Company in connection with the termination of the Shareholder’s<br>service to the SPAC or the Company;
---	---
(viii)	Transfers pursuant to transactions in the event of completion of a liquidation, merger, stock exchange<br>or other similar transaction which results in all of the SPAC’s shareholders having the right to exchange their SPAC Shares for<br>cash, securities or other property; and
---	---
(ix)	Transfers pursuant to transactions to satisfy any U.S. federal, state, or local income tax obligations<br>of the Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the<br>“Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date<br>on which the Business Combination Agreement was executed by the parties thereto, and such change prevents the Transactions from qualifying<br>as a “reorganization” pursuant to Section 368 or qualifying as a nonrecognition exchange described in Section 351(a) of the<br>Code (and the Transactions do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations<br>taking into account such changes).
---	---

provided, however, that in the case of clauses (i) through (v), these permitted transferees must enter into a written agreement, in substantially the form of this Letter Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Shareholder and not to the immediate family of the transferee), agreeing to be bound by these Transfer restrictions. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the Shareholder; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.

2

3. The Shareholder hereby represents and warrants that such Shareholder has full power and authority to enter into this Letter Agreement and that this Letter Agreement constitutes the legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms. Upon request, the Shareholder will execute any additional documents necessary in connection with enforcement hereof, provided that the terms of any such additional document shall not impose any additional restrictions or obligations on the Shareholder. Any obligations of the Shareholder shall be binding upon the successors and assigns of the Shareholder from and after the date hereof.

4. This Letter Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all of the Parties.

5. No Party may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other Parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Shareholder and each of its respective successors, heirs and assigns and permitted transferees.

6. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Article VII of the Business Combination Agreement (Dispute Resolution) shall apply mutatis mutandis hereunder.

7. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

8. This Letter Agreement shall terminate upon expiration of the Lock-Up Period.

[remainder of page intentionally left blank]

3

Very truly yours,
[Shareholder Name]
By:
Name:
Title:
Address:

4

FORM OF LOCK-UP AGREEMENT

[Date]

[Marine Thinking Holdings Inc.]<br><br>1096 Marginal Rd, Suite 110,<br><br>Halifax, NS B3H 4N4, Canada<br><br>Attn: [*]

Ladies and Gentlemen:

This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Business Combination Agreement dated as of October 29, 2025 (the “Business Combination Agreement”) entered into by and among Eureka Acquisition Corp, a Cayman Islands exempted company (the “SPAC”), Marine Thinking Inc., a company incorporated under the CBCA (the “Company”), and 17358750 Canada Inc., a company incorporated under the CBCA (the “Amalgamation Sub”). Capitalized terms used but not otherwise defined in this Letter Agreement shall have the meanings ascribed thereto in the Business Combination Agreement.

In order to induce the SPAC and the Amalgamation Sub to proceed with the transactions contemplated by the Business Combination Agreement (the "Transactions") and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned (the “Shareholder”) hereby agrees with the SPAC as follows (the Shareholder and the SPAC collectively the “Parties” and each individually a “Party”):

1. Subject to the exceptions set forth herein, the Shareholder agrees not to, without the prior written consent of the board of directors of the SPAC, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Securities and Exchange Commission promulgated thereunder, any Founder Shares (collectively, the “Subject Securities”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of such Subject Securities, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) (the actions specified in clauses (i)-(iii), collectively, “Transfer”) for the period (the “Lock-Up Period”) commencing on the Amalgamation Effective Time and until the earlier of (i) the date that is three-hundred and sixty-five (365) days after the Closing, or (ii) the date on which the SPAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the SPAC’s shareholders having the right to exchange their SPAC Shares or other equity securities of the SPAC for cash, securities or other property. For purposes hereof, “Founder Shares” means the Class B ordinary shares of the SPAC held by the Shareholder as of immediately prior to the Closing. Notwithstanding the foregoing, if the last sale price of the SPAC 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 20 trading days within any 30-trading day period commencing from the Closing, [●]% of the Subject Securities will be released from the foregoing restrictions.

2. The restrictions set forth in paragraph 1 shall not apply to:

(i)	if the Shareholder is not an individual, in the case of an entity, Transfers to a shareholder, partner,<br>member or direct or indirect affiliate (within the meaning set forth in Rule 405 under Securities Act) of the Shareholder;
(ii)	if the Shareholder is an individual, Transfers by gift to members of the individual’s immediate<br>family (as defined below) or to a trust, the beneficiary of which is a member of one of the individual’s immediate family, an affiliate<br>of such person or to a charitable organization;
---	---

5

(iii)	if the Shareholder is an individual, Transfers by virtue of laws of descent and distribution upon death<br>of the individual;
(iv)	if the Shareholder is an individual, Transfers pursuant to a qualified domestic relations order;
---	---
(v)	if the Shareholder is not an individual, Transfers by virtue of the laws of the jurisdiction of the entity’s<br>organization and the entity’s organizational documents upon dissolution of the entity;
---	---
(vi)	Transfers pursuant to transactions relating to the SPAC Shares or other securities convertible into or<br>exercisable or exchangeable for the SPAC Shares acquired in open market transactions after the Closing;
---	---
(vii)	Transfers to the SPAC pursuant to any contractual arrangement in effect at the Closing that provides for<br>the repurchase by the SPAC or the Company or forfeiture of the Shareholder’s shares in the SPAC or the Company or other securities<br>convertible into or exercisable or exchangeable for shares in the SPAC or the Company in connection with the termination of the Shareholder’s<br>service to the SPAC or the Company;
---	---
(viii)	Transfers pursuant to transactions in the event of completion of a liquidation, merger, stock exchange<br>or other similar transaction which results in all of the SPAC’s shareholders having the right to exchange their SPAC Shares for<br>cash, securities or other property; and
---	---
(ix)	Transfers pursuant to transactions to satisfy any U.S. federal, state, or local income tax obligations<br>of the Shareholder (or its direct or indirect owners) arising from a change in the U.S. Internal Revenue Code of 1986, as amended (the<br>“Code”), or the U.S. Treasury Regulations promulgated thereunder (the “Regulations”) after the date<br>on which the Business Combination Agreement was executed by the parties thereto, and such change prevents the Transactions from qualifying<br>as a “reorganization” pursuant to Section 368 or qualifying as a nonrecognition exchange described in Section 351(a) of the<br>Code (and the Transactions do not qualify for similar tax-free treatment pursuant to any successor or other provision of the Code or Regulations<br>taking into account such changes).
---	---

provided, however, that in the case of clauses (i) through (v), these permitted transferees must enter into a written agreement, in substantially the form of this Letter Agreement (it being understood that any references to “immediate family” in the agreement executed by such transferee shall expressly refer only to the immediate family of the Shareholder and not to the immediate family of the transferee), agreeing to be bound by these Transfer restrictions. For purposes of this paragraph, “immediate family” shall mean a spouse, domestic partner, child, grandchild or other lineal descendant (including by adoption), father, mother, brother or sister of the Shareholder; and “affiliate” shall have the meaning set forth in Rule 405 under the Securities Act of 1933, as amended.

6

3. The Shareholder hereby represents and warrants that such Shareholder has full power and authority to enter into this Letter Agreement and that this Letter Agreement constitutes the legal, valid and binding obligation of the Shareholder, enforceable in accordance with its terms. Upon request, the Shareholder will execute any additional documents necessary in connection with enforcement hereof, provided that the terms of any such additional document shall not impose any additional restrictions or obligations on the Shareholder. Any obligations of the Shareholder shall be binding upon the successors and assigns of the Shareholder from and after the date hereof.

4. This Letter Agreement constitutes the entire agreement and understanding of the Parties in respect of the subject matter hereof and supersedes all prior understandings, agreements or representations by or among the Parties, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error) as to any particular provision, except by a written instrument executed by all of the Parties.

5. No Party may assign either this Letter Agreement or any of its rights, interests or obligations hereunder without the prior written consent of the other Parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee. This Letter Agreement shall be binding on the Shareholder and each of its respective successors, heirs and assigns and permitted transferees.

6. This Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. Article VII of the Business Combination Agreement (Dispute Resolution) shall apply mutatis mutandis hereunder.

7. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

8. This Letter Agreement shall terminate upon expiration of the Lock-Up Period.

[remainder of page intentionallyleft blank]

7

Very truly yours,
[Hercules Capital Management Corp]
By:
Name:
Title:
Address:

8

Exhibit 10.5

OPTION PURCHASE AGREEMENT

This Option Purchase Agreement is dated as of July 6, 2025 (this “Agreement”), by and among Hercules Capital Management Corp., a British Virgin Islands exempted company (the “Seller”) and Marine Thinking Inc. (the “Buyer”).

WHEREAS, the Seller is the sponsor of Eureka Acquisition Corp., (the “SPAC”), a special purpose acquisition company listed on the Nasdaq Stock Market LLC;

WHEREAS, in connection with the initial public offering of the SPAC, the SPAC, the Seller and other parties entered into a letter agreement dated July 2, 2024 (the “Letter Agreement”);

WHEREAS, the Seller is the holder of 1,635,500 Insider Shares (as defined in the Letter Agreement”) of the SPAC;

WHEREAS, the SPAC 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;

WHEREAS, the Seller has agreed to grant to the Buyer, and the Buyer agrees to accept from the Seller, an option (the “Option”) to purchase 583,333 Insider Shares (the “Option Securities”) on the terms and conditions set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. Option.

1.1	Option Terms: In consideration of the receipt of the Purchase Price (as defined below), the<br>Seller hereby grants to the Buyer the Option for the Option Securities to be acquired from the Seller, at the Exercise Price, at any time<br>during the Exercise Period (defined below) any or all of the Option Securities, free from all claims, liens, charges, pledges, mortgages,<br>trust, equities and other encumbrances.
1.2	Purchase Price: The Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, the Option for a<br>total consideration of 1,750,000.00 United States dollars (the “Purchase Price”). The Buyer shall pay the Purchase<br>Price to the Seller as follows:
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(a) $200,000.00 payable within three (3) business days of the execution of this Agreement;

(b) $700,000.00 payable one (1) month after the execution of this Agreement;

(c) $850,000.00 payable two (2) month after the execution of this Agreement.

The Purchase Price portion is to be paid by wire transfer of immediately available funds in United States dollars to the bank account designated by the Seller. For the avoidance of doubt, if the Buyer does not purchase all tranches, the Buyer will retain the rights to the Options over Option Securities already paid for and no portion of the Purchase Price already paid shall be refundable.

1.3	Exercise Period: Subject to the terms and conditions hereto, the Option will be exercisable in<br>whole or in part commencing on the expiration or early release of applicable transfer restrictions on the Option Securities as set forth<br>in the Letter Agreement ending on the date that is ten years from the date hereof (the “Exercise Period”). The<br>Option cannot be transferred to any third-party nominee without prior written consent of the Seller.
1.4	Exercise Price: The aggregate exercise price of the Option is $1.00 for all of the Option Securities<br>(the “Exercise Price”).
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1.5	Exercise: The Buyer may exercise the Option in whole or in part at any time during the Exercise<br>Period, by serving a written notice on the Seller (the “Exercise”). Upon receipt of such notice and payment of the<br>Exercise Price, the Seller shall take all necessary actions to promptly transfer the Option Securities to the Buyer.
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Section 2.Restrictions. The Buyer acknowledges that following the Exercise, the Option Securities will remain subject to the restriction set forth in the Letter Agreement, to the extent applicable.

Section 3. Termination. Prior to the issuance of the Option, this Agreement may be terminated by (i) the mutual written agreement by the Buyer and the Seller; or (ii) by the Seller if the Buyer failed to pay the Purchase Price pursuant to Section 1.2.

Section 4.  NoConflicts. Each party represents and warrants that neither the execution and delivery of this Agreement by such party, nor the consummation or performance by such party of any of the transactions contemplated hereby, will with or without notice or lapse of time, constitute, create or result in a breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required under any agreement to which it is a party.

Section 5.  InvestmentRepresentations. The Buyer acknowledges that it shall bear the risk of the investment in the Option and the underlying Option Securities for an indefinite period. The Buyer further acknowledges that the transaction contemplated hereunder shall be effected pursuant to an exemption from the registration requirements under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”) contained in Section 4(a)(2) thereof and/or Regulation D. The Buyer understands that the Option Securities are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act. If in the future, the Buyer decides to offer, resell, pledge or otherwise transfer the Option Securities, such Option Securities may be offered, resold, pledged or otherwise transferred only pursuant to (i) an effective registration under the Securities Act, or (ii) an available exemption from registration.

The Option and underlying Option Securities are being acquired solely for the Buyer’s own account, for investment purposes only, and are not being purchased with a view to or for the resale, distribution, subdivision or fractionalization thereof; and the Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale, distribution, subdivision or fractionalization. The Buyer is not relying on any oral representation made by the Seller as to the SPAC or its operations, financial condition or prospects.

Section 6. Seller’s Representations. The Seller is the registered and beneficial owner of the Option Securities as of the date hereof, with good and marketable title thereto, free and clear of all encumbrances with full power and absolute authority to sell, assign and transfer the Option Securities. The Seller has not granted any lien, charge, pledge, security interest or other encumbrance against the Option Securities and the Seller has the full right and authority to sell, assign and transfer the Option Securities in accordance with the terms hereof.

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Section 7. Seller’s Covenants. The Seller agrees not to sell, transfer, mortgage, pledge or in any way deal with the Option Securities until the expiry of the Exercise Period other than in accordance with this Agreement unless otherwise directed by the express written consent of the Buyer.

Section 8. Notices. All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given if it is sent by electronic means, with affirmative confirmation of receipt, or two business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:

if to the Seller:

Hercules Capital Management Corp

(+1) 949 899 1827

info@hercules.global

if to the Buyer:

Marine Thinking Inc.

[Address] Suite 110, 1096 Marginal Road,Halifax, NS B3H 4N4

[Telephone] 902-422-6888

[Email] info@marinethinking.com

Section 9. Assignment. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party, provided that the Buyer may assign its rights, interests and obligations under this Agreement, in whole or in part, to one or more of its Affiliates. For the purposes of this Section, “Affiliate” means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with that other person. This Agreement will enure to the benefit of and be binding upon the parties and their permitted assigns.

Section 10. GoverningLaw. This Agreement shall be governed by and shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of law principles.

Section 11. EntireAgreement. This Agreement, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter, and all prior or contemporaneous negotiations, discussions, agreements or understandings are merged herein and are superseded hereby.

Section 12. Amendmentsand Waivers. This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

Section 13. Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

Section 14. Counterparts. This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

SELLER:
/s/ Fen Zhang
Hercules Capital Management Corp
Name:	Fen ZHANG
BUYER:
/s/ Lishao Wang
Marne Thinking Inc.
Name:	Lishao Wang

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AMENDING AGREEMENT

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THIS AGREEMENT is made on the 2^nd^ day of September, 2025 (the “Effective Date”)

BETWEEN:

HERCULES CAPITAL MANAGEMENT CORP., a corporation incorporated under the laws of British Virgin Islands (the “Seller”)

– and –

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MARINE THINKING INC., a corporation incorporated under the federal laws of Canada (the “Buyer”, together with the Purchaser, the “Parties”)

WHEREAS the Seller and the Buyer entered into an option purchase agreement dated as of July 6, 2025 (the “Option Purchase Agreement”) in connection with the grant by the Seller to the Buyer the option to purchase 583,333 Insider Shares (as such term is defined in the letter agreement dated July 2, 2024 between Eureka Acquisition Corp. (“SPAC”), the Seller and other parties) in the capital of SPAC registered in the name of the Seller pursuant to the terms of the Option Purchase Agreement;

AND WHEREAS the Parties wish to amend certain terms of the Option Purchase Agreement as set forth herein;

NOW THEREFORE THIS AGREEMENTWITNESSETH that in consideration of the premises and the respective covenants and agreements of the Parties hereinafter set forth, the Parties hereby covenant and agree as follows:

1. Upon signing of this Agreement, the Parties hereby agree that the amendments set forth herein shall be deemed to have taken effect as of the Effective Date.

2. The Parties hereby agree to remove Section 1.2 Purchase Price of the Option Purchase Agreement in its entirety and replace with the following:

“1.2 Purchase Price: The Seller agrees to sell to the Buyer, and the Buyer agrees to purchase from the Seller, the Option for a total consideration of 1,750,000.00 United States dollars (the “Purchase Price”). The Buyer shall pay the Purchase Price to the Seller as follows:

(a) $200,000 payable within three (3) business days of the execution of this Agreement;

(b) $700,000 payable one (1) month after the execution of this Agreement;

(c) $850,000 payable on November 7, 2025.

The Purchase Price portion is to be paid by wire transfer of immediately available funds in United States dollars to the bank account designated by the Seller. For the avoidance of doubt, if the Buyer does not purchase all tranches, the Buyer will retain the rights to the Options over Option Securities already paid for and no portion of the Purchase Price already paid shall be refundable.”

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3. All capitalized terms hereof, unless otherwise defined, shall have the meanings ascribed thereto in the Option Purchase Agreement.

4. This Agreement shall be governed by and shall be construed and enforced in accordance with the laws of the State of New York, without regard to its conflict of law principles.

5. The Option Purchase Agreement, as amended by this Agreement, constitutes the entire agreement between the Parties pertaining to the subject matter hereof.

6. No party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party, provided that the Buyer may assign its rights, interests and obligations under this Agreement, in whole or in part, to one or more of its Affiliates. For the purposes of this Section, “Affiliate” means, with respect to any person, any other person that directly or indirectly controls, is controlled by, or is under common control with that other person. This Agreement will enure to the benefit of and be binding upon the parties and their permitted assigns.

7. This Agreement may be executed in any number of counterparts (by original or electronic signature), each of which when so executed and delivered shall be deemed to be an original, and all such counterparts together shall constitute one and the same instrument.

THIS AGREEMENT has been executed by the Parties as of the Effective Date.

SELLER:
/s/ Fen Zhang
Hercules Capital Management Corp
Name:	Fen ZHANG Title:
BUYER:
/s/ Lishao Wang
Marine Thinking Inc.
Name:	Lishao Wang
Title:	Director

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Exhibit 10.6

OPTION ASSIGNMENT AGREEMENT

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THIS AGREEMENT made as of the 23^rd^ day of September, 2025.

AMONG:

MARINE THINKING INC., a corporation incorporated under the laws of Canada

(hereinafter referred to as “Assignor”),

• and -

17323204 CANADA INC., a corporation incorporated under the laws of Canada

(hereinafter referred to as “Assignee”, together with the Assignor, the “Parties”)

WHEREAS pursuant to the terms of an option purchase agreement dated July 6, 2025, as amended pursuant to the amending agreement dated                                , between the Assignor and Hercules Capital Management Corp. (the “Optionor”), the Optionor has granted to the Assignor an option to purchase 583,333 Insider Shares (as such term is defined in the Letter Agreement dated July 2, 2024 among Eureka Acquisition Corp. (“SPAC”), the Optionor and certain other parties) of the SPAC (the “Option Agreement”);

WHEREAS the Assignor wishes to assign all of its right, title, and interest in and to the Option Agreement to the Assignee (the “Assignment”), and the Assignee wishes to accept the Assignment pursuant to the terms and conditions set forth herein;

WHEREAS the Assignee is the beneficial and registered owner of 583,333 common shares in the capital of the Assignor (the “MTI Shares”);

AND WHEREASin consideration for the Assignment, the Assignee has agreed to transfer the MTI Shares at a deemed price of $3.00 per share for an aggregate deemed price of $1,750,000 (the “Purchase Price”) to the Assignor for return to its treasury for cancellation;

NOW THEREFORETHIS AGREEMENT WITNESSETH that in consideration of the respective covenants and agreements herein contained, and other good and valuable consideration now paid by the Assignee to the Assignor, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Assignment – Subject to the terms hereof, the Assignor hereby assigns and transfers to the Assignee all of the Assignor’s rights, title, benefit and interest in and to the Option Agreement for the Assignment Price.

2. Payment of PurchasePrice – The aggregate Purchase Price payable by the Assignee to the Assignor for the Assignment, receipt of which is hereby acknowledged by the Assignor, shall be paid and satisfied by the transfer of the MTI Shares by the Assignee to the Assignor. The Parties hereby agree that this Agreement is intended to operate as an actual transfer and assignment of the MTI Shares from the Assignee to the Assignor.

3. Representationsand warranties of the Assignor – The Assignor hereby represents and warrants to the Assignee as follows and acknowledges that the Assignee is relying, and is entitled to rely upon such representations and warranties in connection with the transactions contemplated herein:

(a)	the Assignor is duly incorporated and validly existing under the laws of its jurisdiction<br>of incorporation and has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder;
(b)	the execution, delivery, and performance of this Agreement by the Assignor have<br>been duly authorized by all necessary corporate action, and this Agreement constitutes a legal, valid, and binding obligation of the Assignor,<br>enforceable in accordance with its terms;
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(c)	the Option Agreement has been duly executed and delivered by all parties thereto,<br>constitutes a legal, valid, and binding obligation of each such party, and is enforceable in accordance with its terms;
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(d)	the Option Agreement has not been terminated and remains in full force and effect;
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(e)	the Option Agreement has not been assigned, transferred, pledged, or otherwise<br>encumbered by the Assignor, except pursuant to this Agreement;
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(f)	no person, firm, or corporation has any agreement, option, or right capable of<br>becoming an agreement or option for the purchase, assignment, or transfer of the Option Agreement from the Assignor, other than as contemplated<br>by this Agreement; and
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(g)	the execution and delivery of this Agreement and the performance by the Assignor<br>of its obligations under this Agreement does not and will not, as applicable, (a) conflict with or result in a breach of the terms, conditions<br>or provisions of, (b) constitute a default under, (c) result in the creation of<br>any lien, charge, pledge, security interest or other encumbrance upon the Option Agreement pursuant to, (d) give any third party the right<br>to modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval,<br>exemption or other action by or notice to any court or administrative, arbitration, regulatory or governmental body or other third party<br>pursuant to, the articles and bylaws of the Assignor, the Shareholders’ Agreement (as defined below), and any law, statute, rule<br>or regulation or any contract or agreement of the Assignor, judgment or decree to which the Assignor is subject.
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4. Representationsand Warranties of the Assignee – Each of the Parties hereby represents and warrants to the other Parties as follows and acknowledges that the other Parties are relying, and are entitled to rely upon such representations and warranties in connection with the transaction contemplated herein:

(a)	the Assignee is duly incorporated and validly existing under the laws of its jurisdiction<br>of incorporation and has full corporate power and authority to enter into this Agreement and to perform its obligations hereunder;
(b)	the execution, delivery, and performance of this Agreement by the Assignee have<br>been duly authorized by all necessary corporate action, and this Agreement constitutes a legal, valid, and binding obligation of the Assignee,<br>enforceable in accordance with its terms;
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(c)	the Assignee is the registered and beneficial owner of the MTI Shares as of the<br>date hereof, with good and marketable title thereto, free and clear of all encumbrances with full power and absolute authority to sell,<br>assign and transfer the MTI Shares other than the approval by the board of directors of the Assignor with respect to the transfer of the<br>MTI Shares contemplated hereunder pursuant to the articles of the Assignor and the unanimous shareholders’ agreement dated May 23,<br>2022 between the Assignor and its shareholders (the “Shareholders’ Agreement”);
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(d)	the Assignee has not granted any lien, charge, pledge, security interest or other<br>encumbrance against the MTI Shares and the Assignee has the full right and authority to sell, assign and transfer the MTI Shares in accordance<br>with the terms hereof; and
(e)	the execution and delivery of this Agreement and the performance by the Assignee of its obligations under<br>this Agreement does not and will not, as applicable, (a) conflict with or result in a breach of the terms, conditions or provisions of,<br>(b) constitute a default under, (c) result in the creation of<br>any lien, charge, pledge, security interest or other encumbrance upon the MTI Shares pursuant to, (d) give any third party the right to<br>modify, terminate or accelerate any obligation under, (e) result in a violation of, or (f) require any authorization, consent, approval,<br>exemption or other action by or notice to any court or administrative, arbitration, regulatory or governmental body or other third party<br>(other than the approval by the board of directors of the Assignor with respect to the transfer of the MTI Shares contemplated hereunder)<br>pursuant to, the articles and bylaws of the Assignee, the Shareholders’ Agreement, and any law, statute, rule or regulation or any<br>contract or agreement of the Assignee, judgment or decree to which the Assignee is subject.
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5. Covenants – The Parties hereby acknowledge and agree that the Purchase Price for the Option Assignment has been determined on the basis that the Assignor will make the third payment of $850,000 required under the Option Agreement on November 7, 2025 (the “Third Option Payment”). The Parties further acknowledge and agree that, if the Third Option Payment is not made when due, the Option Agreement will terminate and be of no further force, effect, or value to the Assignee. Accordingly, the Assignor covenants and agrees, for the benefit of the Assignee, to make, or cause to be made, the full Third Option Payment to the Optionor when such payment becomes due in accordance with terms of the Option Agreement.

6. Indemnity – The Assignor agrees to indemnify and save harmless the Assignee, its shareholders, directors, officers, employees and agents (collectively, the “Indemnified Parties”) from and against any and all losses, damages, liabilities, actions, claims or demands to which each Indemnified Party may become subject insofar as such losses, damages, liabilities, actions, claims or demands arise out of or are based upon, directly or indirectly, the failure of the Assignor to make, or cause to be made, the Third Option Payment in accordance with Section 5, and will reimburse such Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability, action or demand.

7. FurtherAssurances – Each of the Parties hereby agrees to (and where applicable, to procure such other persons to) provide, execute, acknowledge or deliver such further documents or instruments required by the other Party, and to do all further acts and take such steps as may be reasonably necessary or desirable to effect the purpose and intent of this Agreement and to carry out its provisions.

8. Expenses – Each of the Parties shall be responsible for their own costs and charges incurred with respect to the transaction contemplated herein including, without limitation, all costs and charges incurred prior to the date hereof and all legal and accounting fees and disbursements relating to preparing the transaction documents or otherwise relating to the transaction contemplated herein.

9. Survival – This Agreement shall survive and continue in full force and effect and be binding upon the Parties to give effect to its terms, notwithstanding the completion of the transactions contemplated hereby.

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10. Independent Legal Advice

(a)	Each of the Parties hereby acknowledges and agrees that Kuo Securities Law is acting in its capacity<br>as counsel to the Assignor in connection with the transactions contemplated herein and is not in any way acting as<br>counsel to the Assignee in respect of the transactions contemplated herein, and is entitled to the benefit of this Section.
(b)	The Assignee, represents and warrants to the Assignor and Kuo Securities Law that it has read and fully<br>understands the terms and provisions hereof, has had an opportunity to review this Agreement with its own independent legal counsel, and<br>has executed this Agreement based upon its own judgment and advice of independent legal counsel (if sought).
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11. Currency – All dollar amounts referred to in this Agreement are in United States currency.

12. Governing Law – This Agreement shall be construed, interpreted and enforced in accordance with, and the respective rights and obligations of the Parties shall be governed by, the laws of the Province of Ontario and the applicable federal laws of Canada and each Party hereby irrevocably and unconditionally attorns to the jurisdiction of the courts of such jurisdiction.

13. Assignment – This Agreement shall not be assigned without the prior written consent of the other Party and shall enure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.

14. Entire Agreement – The Parties acknowledge and agree that the recitals to this Agreement are true and correct in substance and in fact and are hereby incorporated into and form an integral part of this Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the transaction contemplated herein. There are not and shall not be any verbal statements, representations, warranties, undertakings or agreements between the Parties and this Agreement may not be amended or modified in any respect except by a written instrument signed by the Parties.

15. Counterparts – This Agreement may be signed in one or more counterparts, and may be evidenced by an electronic copy of such signature. Each counterpart will be deemed to be an original and, taken together, shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first set out above.

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MARINE THINKING INC.
By:	/s/ Wenwen Pei
	Name:	Wenwen Pei
	Title:	Director
17323204 CANADA INC.
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By:	/s/ Patrick Sapphire
	Patrick Sapphire, Director

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Exhibit 10.7

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FINDER’S AGREEMENT

This FINDERS AGREEMENT (“Agreement”) is made and entered into as of April 1^st^, 2025 (“Execution Date”), by and among Eureka Acquisition Corp, a Cayman corporation (“SPAC”) and Alpha Innovators Limited, a British Virgin Islands exempted company (“Finder”).

WHEREAS, SPAC is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”) and, in connection with such, desires to formally engage the services of Finder for its introduction of SPAC to one or more than one companies as potential targets (together with its parent entity and other affiliates, the “Potential Target”)for such Business Combination, subject to the terms and conditions contained herein; and

WHEREAS, Finder’s willingness to introduce and refer the Potential Target to SPAC was upon the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the premises and mutual covenants set forth herein, the parties hereto agree as follows:

(1)	Referral Services
(a)	Finder agrees to introduce the Potential Target to SPAC by providing contact information of the Potential Target and/or its primary stockholder.
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(b)	Finder agrees that SPAC shall have the right, in its sole discretion, to pursue or not pursue a Business Combination with the Potential Target.
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(c)	SPAC shall promptly notify Finder, in accordance with Section (10)(f) below, of any relationship with the Potential Target which would void its obligations to Finder, under the terms of this Agreement.
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(2)	Compensation
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(a)	In return for introducing the Potential Target to SPAC, SPAC agrees to compensate Finder as described and pursuant to the terms and conditions in Schedule A. Notwithstanding anything in this Agreement to the contrary, SPAC shall not be obligated to pay any compensation under this Agreement if SPAC does not consummate a Business Combination with the Potential Target.
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(b)	Neither party shall reimburse the other for expenses incurred in connection with this Agreement and any Business Combination related thereto.
(c)	Notwithstanding anything in this Agreement to the contrary, SPAC shall not be obligated to pay any compensation hereunder if such payment would be inconsistent with applicable law. SPAC’s obligation to pay any compensation under this Agreement will not arise and will be suspended if at any time Finder determines, in good faith, that the payment of any compensation by SPAC, or the receipt of any compensation by Finder, may be inconsistent with any statute, rule, regulation or regulatory or self-regulatory organization interpretation to which SPAC or Finder is subject. If Finder makes such a determination, it will promptly notify SPAC to that effect in writing, and SPAC and Finder will endeavor to amend this Agreement, and to take such other actions, as necessary or appropriate, in each party’s reasonable judgment, to permit, on commercially practicable terms, the payment of fees or reasonably equivalent total compensation by SPAC, and the receipt of fees by Finder, in a manner consistent with applicable laws and the requirements of all governmental authorities and self-regulatory organizations having authority over SPAC or Finder.
(3)	Finder’s Representations, Warranties and Covenants
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(a)	Finder represents and warrants to SPAC that to the extent applicable, it has complied and hereafter will comply with all federal, state and local laws and regulations governing Finder’s business, including federal and state broker dealer laws and regulations, and the performance of Finder’s obligations hereunder, including, without limitation, obtaining and maintaining all licenses and permits required to conduct Finder’s business. Finder shall comply with all laws that are in effect in any jurisdiction in which it operates.
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(b)	Finder represents, warrants and agrees that, to the extent applicable, in introducing the Potential Target to SPAC and engaging in activities under this Agreement, Finder shall act in compliance with the Securities Act of 1933, as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Investment Advisers Act of 1940, the Investment Company Act of 1940, and the rules and regulations promulgated thereunder, and the applicable rules and regulations of each state.
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(c)	Finder represents, warrants and agrees that, in introducing the Potential Target to SPAC and engaging in activities under this Agreement, Finder shall not (i) offer, effect or facilitate the sale of securities to SPAC; (ii) participate or assist in any negotiations regarding the offer and sale of securities of the Potential Target; (iii) advise the Potential Target or SPAC regarding the merits of purchasing or selling securities or engaging in securities transactions; (iv) provide valuations to SPAC regarding securities; (v) hold, handle or control any funds or securities of SPAC; (vi) accept or direct orders for securities from SPAC; (vii) intermediate any communications between SPAC and the Potential Target other than the initial introduction; (viii) transmit any documents related to securities or securities transactions between SPAC and the Potential Target; (ix) extend or arrange for the extension of equity or debt financing to SPAC in connection with the purchase of securities, including securities to be purchased in the Business Combination; or (x) engage in any activity in violation of applicable law.
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(4)	SPAC’s Representations, Warranties and Covenants
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(a)	SPAC represents and warrants that it has the requisite power and authority to execute and deliver this Agreement and to pay the compensation contemplated hereby, including the authorization, issuance, and delivery of the common stock or ordinary shares (as defined in Schedule A). The execution and delivery of the Agreement, issuance and delivery of the common stock or ordinary shares and payment of such Shares as compensation in accordance with the terms of the Agreement to Finder have been duly authorized by all necessary corporate and stockholder action on the part of the SPAC and this Agreement constitutes a legal, valid and binding obligation of the SPAC.
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(5)	Term and Termination
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(a)	This Agreement shall take effect as of the date written above and terminate on the earlier of (i) twelve (12) months from the date hereof, or (ii) the consummation of a Business Combination of the SPAC. Thereafter, this Agreement may be extended if agreed to in writing by the Parties.
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(b)	This Agreement may be terminated upon the mutual consent of both parties or, by either party, if the other party breaches any of its obligations under this Agreement and fails to remedy such breach within ten (10) days after written notice of such breach is provided to the other party specifying in reasonable detail the nature of such breach.
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(c)	Following termination of this Agreement, SPAC shall have no further responsibility to Finder except to (i) pay compensation in accordance with Schedule A that is then due and (ii) pay when it becomes due, compensation in accordance with Schedule A for introduction of the Potential Target prior to termination. Except as expressly stated herein, SPAC shall have no liability to pay compensation to Finder after the effective date of termination of this Agreement.
(6)	Confidentiality
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(a)	SPAC Information. Finder agrees at all times during the term of this Agreement and thereafter to hold in strictest confidence, and not to use, except in connection with Finder’s performance of services under this Agreement, and not to disclose to any person or entity without written authorization of SPAC, any Confidential Information of SPAC. As used herein, “Confidential Information” means any SPAC proprietary or confidential information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customer lists and customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, marketing, distribution and sales methods and systems, sales and profit figures, and financial and other business information disclosed to Finder by SPAC, either directly or indirectly, in writing, orally or by drawings or inspection of documents or other tangible property. However, Confidential Information does not include any information: (i) which was lawfully in the possession of Finder without any obligation of confidentiality prior to receiving such information from SPAC; (ii) which is obtained by Finder from a source that is not prohibited from disclosing the information to Finder by an obligation of confidentiality; (iii) which is or becomes generally available to the public other than as a result of a disclosure by Finder or its agents; or (iv) which is developed independently by Finder without use of the Confidential Information or reference thereto. In the event that Finder is ordered to disclose Confidential Information pursuant to a judicial, governmental or self-regulatory organization request or an order or in a judicial or governmental proceeding (“Required Disclosure”), Finder shall, to the extent legally permissible: (i) promptly notify SPAC; (ii) take reasonable steps to assist SPAC in contesting such Required Disclosure or otherwise protecting SPAC’s rights but shall not be responsible for any costs associated with such assistance, including its own legal fees; and (iii) only disclose that portion of the Confidential Information specifically required to be disclosed pursuant to such Required Disclosure.
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(7)	Indemnification
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(a)	Finder agrees to indemnify and hold harmless SPAC and its affiliates and their respective officers, directors, employees and controlling persons (collectively, the “SPAC Indemnified Persons”) from and against any losses, claims, damages, liabilities and expenses, including reasonable attorneys’ fees (collectively, “Losses”), to which SPAC Indemnified Persons may become subject arising out of or related to Finder’s breach of this Agreement. Notwithstanding anything contained herein to the contrary, Finder will not indemnify any SPAC Indemnified Person for any Losses that are a result of such indemnified person’s negligence, bad faith or willful misconduct.
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(b)	SPAC agrees to indemnify and hold harmless Finder and its affiliates and their respective officers, directors, employees and controlling persons and, subject to compliance with the provisions of this Agreement, those persons or entities retained or paid by Finder to assist Finder with its duties under this Agreement (collectively, the “Finder Indemnified Persons”) from and against any Losses to which Finder Indemnified Persons may become subject arising out of or related to SPAC’s breach of this Agreement. Notwithstanding anything contained herein to the contrary, SPAC will not indemnify any Finder Indemnified Person for any Losses that are a result of such indemnified party’s negligence, bad faith or willful misconduct.
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(c)	Each indemnifying party agrees to promptly reimburse each indemnified person for all reasonable expenses (including reasonable attorney fees and reasonable expenses of legal counsel) incurred in connection with the investigation, preparation for or defense of any pending or threatened claim related to or arising in any manner out of this Agreement and the transactions contemplated hereunder for which indemnification may be sought (collectively, a “Proceeding”). Notwithstanding anything to the contrary in this Agreement, the total liability of the Finder as an indemnifying party under this Section 7 shall not exceed the total actual compensation payable to the Finder under this Agreement, except for any Losses that are a result of such indemnified person’s negligence, bad faith or willful misconduct.
	Each indemnifying party further agrees that it will not, without the prior written consent of the indemnified party, settle, compromise or consent to the entry of any judgment in any threatened or pending Proceeding in respect of which indemnification may be sought hereunder unless such settlement, compromise or consent includes an unconditional release of the indemnified parties and holds each indemnified party harmless against all liability arising out of such Proceeding.
(8)	Independent Contractor Status
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(a)	Independent Contractor Status. The parties expressly understand and agree that Finder’s relationship to SPAC is that of an independent contractor and not that of an employee, officer, agent or otherwise. Finder shall have no restrictions on its ability to provide similar services to companies other than SPAC, including with respect to the Potential Target. Finder has no authority to accept any order or to bind or obligate SPAC in any way. Finder will not, without specific prior written authority from SPAC, and without accepting and acknowledging the same in writing, act in any way, either directly or indirectly, as SPAC’s agent or representative.
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(9)	Waiver Against Trust
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(a)	Trust Waiver. Reference is made to the prospectus of SPAC, dated as of July 2, 2024 and filed with<br>the U.S. Securities and Exchange Commission (“SEC”) (File No.333- 277780) on July 2, 2024 (the “Prospectus”).<br>Finder acknowledges that SPAC has established a trust account (the “Trust Account”) containing the proceeds of its initial<br>public offering (the “IPO”) and the overallotment shares acquired by its underwriters and from certain private placements<br>occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of SPAC’s public shareholders<br>(including overallotment shares acquired by SPAC’s underwriters, the “Public Shareholders”), and that SPAC may disburse<br>monies from the Trust Account only as described in the Prospectus. For and in consideration of SPAC entering into this Agreement and into<br>discussions with FINRA regarding the Potential Targets, and for other good and valuable consideration, the receipt and sufficiency of<br>which is hereby acknowledged, Finder hereby agrees that, notwithstanding anything to the contrary in this Agreement, Finder does not now,<br>nor shall at any time hereafter, have any right, title, interest or claim of any kind in or to any monies in the Trust Account, or make<br>any claim against the Trust Account, in connection with or relating to this Agreement or the Business Combination, regardless of whether<br>such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”).<br>Finder hereby irrevocably waives any Released Claims that Finder may have against the Trust Account now or in the future as a result of,<br>or arising out of this Agreement or the Business Combination and will not seek recourse against the Trust Account for any Released Claims.<br>Finder agrees and acknowledges that such irrevocable waiver is material to this Agreement and specifically relied upon by SPAC and its<br>affiliates to induce SPAC to enter into this Agreement, and Finder further intends and understands such waiver to be valid, binding and<br>enforceable against Finder under applicable law.
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(10)	General Provisions
(a)	Entire Agreement. This Agreement contains the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes any and all prior and contemporaneous agreements and understandings. This Agreement may not be modified or amended except in writing signed by both parties to the Agreement.
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(b)	No Waiver. Neither the failure nor any delay by either SPAC or Finder to exercise any right, remedy, power or privilege under this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any other right, remedy, power or privilege, nor shall any waiver with respect to any occurrence be construed as a waiver with respect to any other occurrence. No waiver of any right, remedy, power or privilege under this Agreement shall be effective unless such waiver is in writing signed by the party to be charged thereby.
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(c)	Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected by or rendered invalid or unenforceable because any other provision of this Agreement may be held to be invalid or unenforceable in whole or in part.
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(d)	Capacity. Each party represents and warrants (i) that its entry into this Agreement and performance of all the terms of this Agreement will not breach any other agreement or other obligation to which it is subject or by which it is bound; and (ii) the execution, delivery and performance of this Agreement has been duly authorized by all necessary corporate action and, upon execution and delivery hereof, this Agreement will be a valid, binding and enforceable obligation.
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(e)	Choice of Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York (excepting any conflicts of law provisions that would serve to defeat the operation of New York substantive law). Each party submits to the exclusive jurisdiction of federal and state courts sitting in the State of New York with respect to any dispute arising under this Agreement and waives, to the fullest extent permitted by law, any claim of inconvenient forum or other defense that would serve to defeat such jurisdiction. The prevailing party shall be entitled to recover all legal costs from the non-prevailing party arising from the enforcement of this Agreement. Notwithstanding and subject to Section (9)(g), each of Finder and SPAC expressly, knowingly and irrevocably waives any right it may have to a jury trial in the event of any dispute involving this Agreement.
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(f)

Notices. All notices and other communications hereunder shall be deemed given upon (i) confirmed delivery by a standard overnight carrier to the recipient’s address set forth below, or (ii) delivery by hand to the recipient’s address set forth below (or, in each case, to or at such other facsimile number or address for a party as such party may specify by notice given in accordance with this Section):

If to SPAC (prior to the consummation of the Business Combination with the Potential Target):

Eureka Acquisition Corp,

Attn: Fen Zhang, Chief Executive Officer,

Email: Eric.Zhang@hercules.global

If to Finder:

Alpha Innovators Limited

Attention: Weilin Wang

Email: AlphaInnovators@protonmail.com

(g)	Disputes. Any controversy or claim arising out of or relating to this Agreement, or any breach thereof, including, without limitation, any claim that this Agreement, or any part thereof, is invalid, illegal, or otherwise voidable or void, may be submitted to final and binding arbitration before, and in accordance with, the rules of the American Arbitration Association, and judgment upon the award may be entered in any court having jurisdiction thereof upon mutual agreement of the parties hereto; provided, however, that this clause shall not be construed to limit any rights which either party may have to bring an action in a court of law or equity. All fees and expenses for this arbitration shall be borne equally between the parties hereto; provided, however, that the prevailing party shall be entitled to be reimbursed for all reasonable fees and expenses.
(h)	Survival. Sections (5)(c), (6), (7), (9), (10), shall survive termination of this Agreement.
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(i)	Assignments. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective successors and permitted assigns. Neither party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other party hereto, and any purported assignment in breach of this clause shall be void. The parties expressly intend and agree that there are no third party beneficiaries (other than any Indemnified Persons) of this Agreement.
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(j)	Captions. Captions herein are for convenience only and are not of substantive effect.
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(k)	Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the undersigned have executed this Finder’s Agreement as of the date first above written.

EKA ACQUISITION CORP
By:
Name:
Title:
Alpha Innovators Limited
By:
Name:
Title:

All values are in Euros.

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Exhibit A

List of Potential Targets

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SCHEDULE A

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Exhibit 99.1

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Marine Thinking to Become a Publicly TradedCompany on NASDAQ via Combination with Eureka Acquisition Corp.

New York, November 3, 2025 (GLOBE NEWSWIRE) — Marine Thinking Inc. (“Marine Thinking”), a physical AI technology company transforming the marine industry with autonomous ship and fleet solutions, and Eureka Acquisition Corp. (NASDAQ: EURK) (“Eureka”), a publicly traded special purpose acquisition company (“SPAC”), today announced a definitive business combination agreement (the “BusinessCombination Agreement”) that will result in Marine Thinking becoming a publicly traded company. Upon completion of the business combination of Marine Thinking and Eureka and related transactions pursuant to the Business Combination Agreement (the “ProposedTransaction”), the combined company (the “Combined Company”) will be renamed “Marine Thinking Holdings Inc.” and listed on The NASDAQ Stock Market LLC (“NASDAQ”). The Proposed Transaction will have a potential pre-money valuation of approximately $130 million at closing.

Marine Thinking continues to focus on transforming the marine industry with its autonomous ship navigation technology based on physical AI. By providing low-cost and easy-to-assemble unmanned sailing technology, existing shipbuilders can quickly transform into autonomous ship manufacturers, thereby popularizing the application of unmanned ferries, river freight, water surveys, rescue and even defense, and ultimately solving the practical problem of the growing shortage of seafarers. After eight years of unremitting efforts, Marine Thinking has grown into Canada's leading autonomous ship and fleet solution provider, and has been selected to undertake many important unmanned vessel-related innovation R&D projects by several Canada federal government and other organizations such as Innovative Solutions Canada, Fisheries and Oceans Canada, National Research Council Canada, National Resource Canada, Transport Canada, Defence Research and Development Canada, Sustainable Development Technology Canada and Canada’s Ocean Supercluster. Marine Thinking has now begun to apply its accumulated achievements to the civilian sectors, and its autonomous solutions have been applied in multiple marine industry fields in more than a dozen countries

The closing of the Proposed Transaction is subject to customary closing conditions, including regulatory and shareholder approvals.

Lishao Wang, Founder and Chairman of Marine Thinking, commented: “Our eight years of innovation in autonomous vessel technology have been strengthened by the invaluable support of many departments of the Federal Government of Canada. We also appreciate the long-term incubation, help and support from our partners in Halifax including COVE, The PIER Halifax, VOLTA, Atlantic Canada Opportunities Agency and others. As we move forward as a public company, we remain dedicated to advancing unmanned marine technologies that drive commercial growth and global impact. I believe that our persistent and honest efforts are the best way to repay those who have helped us.”

Patrick Sapphire, incoming Chairman of Marine Thinking and cornerstone investor at Principle Capital Partners Corp., added: “Our early investment was driven by confidence in the team’s vision and the clear momentum toward AI-driven, unmanned solutions in the marine industry. We are proud of what has been achieved so far and have strong confidence in our team’s ability to deliver exceptional growth going forward.”

“I am thrilled to announce our business combination with Marine Thinking, a leader in physical AI technology transforming sustainable marine operations. We believe this partnership will accelerate innovation in ocean technology, empowering advancements in aquaculture and environmental stewardship while creating value for our stakeholders.” said Eric Zhang, the Chairman and CEO of Eureka. Once the merger is completed, Eric Zhang will be a member of the Combined Company’s board of directors.

Transaction Overview

Upon the closing of the Proposed Transaction, the Combined Company will be named Marine Thinking Holdings Inc. and will be listed on NASDAQ.

Pursuant to the Business Combination Agreement, Eureka will combine with Marine Thinking and pay an aggregate consideration of $130 million in Eureka shares, to be paid to Marine Thinking’s shareholders at the closing.

The Boards of Directors of Marine Thinking and Eureka have unanimously approved the Proposed Transaction, which remains subject to approval by the shareholders of both parties, to the satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission (the “SEC”) completes its review of the registration statement on Form S-4 and the proxy statement/prospectus contained therein, the receipt of certain Canadian regulatory approvals, and the approval by NASDAQ to list the securities of the Combined Company.

Additional information about the Proposed Transaction, including a copy of the Business Combination Agreement, will be provided in a Current Report on Form 8-K to be filed by Eureka with the SEC and will be available at www.sec.gov.

Advisors

DLA Piper UK LLP and DLA Piper (Canada) LLP are acting as legal advisors to Eureka, while Loeb & Loeb LLP is acting as U.S. legal advisor and Kuo Securities Law is acting as Canadian legal advisor to Marine Thinking in connection with the Proposed Transaction.

About Marine Thinking

Marine Thinking is an autonomous ship and fleet solution providing company. More information about Marine Thinking is available on its website at www.marinethinking.com.

About Eureka Acquisition Corp. (NASDAQ: EURK)

Eureka Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

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Additional Information and Where to Find It

For additional information on the Proposed Transaction, see Eureka’s Current Report on Form 8-K, which will be filed concurrently with this press release. In connection with the Proposed Transaction, Eureka intends to file relevant materials with the SEC, including a registration statement on Form S-4, which will include a proxy statement/prospectus of Eureka, and will file other documents regarding the Proposed Transaction with the SEC. Eureka’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement and documents incorporated by reference therein filed in connection with the Proposed Transaction, as these materials will contain important information about Marine Thinking, Eureka and the Proposed Transaction. Promptly after the Form S-4 is declared effective by the SEC, Eureka will provide the definitive proxy statement/prospectus and a proxy card to each shareholder entitled to vote at the meeting relating to the approval of the business combination and other proposals set forth in the proxy statement/prospectus. Before making any voting or investment decision, investors and shareholders of Eureka are urged to carefully read the entire registration statement and proxy statement/prospectus, when they become available, and any other relevant documents filed with the SEC, as well as any amendments or supplements to these documents, because they will contain important information about the Proposed Transaction. The documents filed by Eureka with the SEC may be obtained free of charge at the SEC's website at www.sec.gov.

This communication does not constitute, and should not be construed to be, a proxy statement or the solicitation of a proxy, a solicitation of any vote or approval, consent or authorization with respect to any securities or in respect of the Proposed Transaction described herein and shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Participants in the Solicitation

Eureka and its directors and executive officers may be deemed participants in the solicitation of proxies from its shareholders with respect to the Proposed Transaction. A list of the names of those directors and executive officers and a description of their interests in Eureka will be included in the proxy statement/prospectus for the Proposed Transaction when available at www.sec.gov. Information about Eureka’s directors and executive officers and their ownership of Eureka shares is set forth in Eureka’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed on with the SEC December 26, 2024. Other information regarding the interests of the participants in the proxy solicitation will be included in the proxy statement/prospectus pertaining to the Proposed Transaction when it becomes available. These documents can be obtained free of charge from the source indicated above.

Marine Thinking and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the shareholders of Eureka in connection with the Proposed Transaction. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Transaction will be included in the proxy statement/prospectus for the Proposed Transaction.

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Cautionary Statement Regarding Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about future financial and operating results, plans, objectives, expectations and intentions with respect to future operations, products and services; and other statements identified by words such as “will,” “are expected to,” “is anticipated,” “estimated,” “believe,” “could,” “intend,” “may,” “might,” “plan,” “projection,” “pro forma,” “should,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Marine Thinking’s industry and market sizes, future opportunities for Marine Thinking and Eureka, Marine Thinking’s estimated future results and the Proposed Transaction between Eureka and Marine Thinking, including pro forma market capitalization, pro forma revenue, the expected transaction and ownership structure and the likelihood, timing and ability of the parties to successfully consummate the Proposed Transaction. Such forward-looking statements are based upon the current beliefs and expectations of Eureka’s and Marine Thinking’s management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are difficult to predict and generally beyond Eureka’s or Marine Thinking’s control. Actual results and the timing of events may differ materially from the results anticipated in these forward-looking statements. All subsequent written and oral forward-looking statements concerning Marine Thinking and Eureka or the Combined Company, the transactions described herein, or other matters and attributable to Marine Thinking and Eureka or the Combined Company, or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements above. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date they are made. Except as required by law, Eureka and Marine Thinking do not undertake any obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Contacts

Marine Thinking Inc.

Patrick.sapphire@marinethinking.com

Eureka Acquisition Corp.

Eric Zhang

Chairman and Chief Executive Officer

Eric.zhang@herculescapital.group

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