8-K - EURK - Equibles

UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM 8-K

CURRENTREPORT

Pursuantto Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 8, 2024

EUREKA ACQUISITION CORP
(Exact<br> name of registrant as specified in its charter)
Cayman Islands	001-42152	N/A
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(State<br> or other jurisdiction	(Commission<br> File Number)	(IRS<br> Employer
of<br> incorporation)		Identification<br> Number)

899Ruining Road, Yangguang Binjiang CenterSouth Building, Unit 808Shanghai 200030, PRC

(Address of principal executive offices)

+86135 0189 0555

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

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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol	Name of each exchange on which registered
Units,<br> 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<br> A ordinary shares, par value $0.0001 per share	EURK	The<br> Nasdaq Stock Market LLC
Rights,<br> 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. ☐

Item3.02. Unregistered Sales of Equity Securities.

The information included in Item 8.01 is incorporated into this Item by reference.

Item8.01 Other Events.

As previously disclosed on a Current Report on Form 8-K filed on July 10, 2024, on July 3, 2024, Eureka Acquisition Corp (the “Company”) consummated the initial public offering (the “IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (each, a “Class A Ordinary Share”), and one right (each, a “Right”), each one Right entitling the holder thereof to exchange for one-fifth of one Class A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000.

Substantially concurrently with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 216,750 units (the “Private Units”) to the Company’s sponsor, Hercules Capital Management Corp (the “Sponsor”). Each Private Unit consists of one Class A Ordinary Share and one right. The Private Units were sold at a purchase price of $10.00 per Private Units, generating gross proceeds to the Company of $2,167,500. In connection with the IPO, the Company issued 200,000 Class A Ordinary Shares to Maxim Group LLC, the representative of the underwriters of the IPO (the “Representative”), as part of the underwriting compensation (the “Representative Shares”)

In connection with the IPO, the underwriters were granted an option to purchase up to 750,000 additional Units to cover over-allotments, if any (the “Over-allotment Option”). On July 3, 2024, the Representative exercised the Over-allotment Option in full, and on July 8, 2024, the Representative purchased 750,000 Units (the “Option Units”), generating gross proceeds of $7,500,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of 11,250 Private Units (the “Additional Private Units”) to the Sponsor at a purchase price of $10.00 Private Units, generating gross proceeds of $112,500. The Company also issued additional 30,000 Representative Shares to the Representative.

In connection with the offering of the Option Units and the sale of Additional Private Units, the proceeds of $7,500,000 from the proceeds of the offering of the Option Units and the sale of Additional Private Units were placed in the trust account established for the benefit of the Company’s public shareholders and the underwriters of the IPO, with Continental Stock Transfer & Trust Company acting as trustee.

The Company’s unaudited pro forma balance sheet as of July 3, 2024, reflecting the receipts of the proceeds of the offering of the Option Units and the sale of Additional Private Units on the same day, is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item9.01 Financial Statements and Exhibits.

Exhibit No.	Description of Exhibits
99.1	Unaudited Pro Forma Balance Sheet as of July 3, 2024.

SIGNATURES

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

	Eureka Acquisition Corp
	By:	/s/<br> Fen Zhang
	Name:	Fen<br> Zhang
	Title:	Chief<br> Executive Officer
Date:<br> July 12, 2024

Exhibit 99.1

EUREKA ACQUISITION CORP

PRO FORMA BALANCE SHEET

July 3, 2024

			Pro Forma<br><br>Adjustments			As Adjusted
			(Unaudited)			(Unaudited)
Assets
Current Assets
Cash	827,216		$	112,500	(b)	$	827,216
				(112,500	)(c)
Prepaid expenses	28,074			-			28,074
Total Current Assets	855,290			-			855,290
Cash held in Trust Account	50,000,000			7,500,000	(a)		57,500,000
Total Assets	50,855,290		$	7,500,000		$	58,355,290
Liabilities, Ordinary Shares Subject to Possible Redemptions and Shareholder’s Equity
Current Liabilities
Accounts payable and accrued expenses	25,332		$	-		$	25,332
Due to a related party	1,056			-			1,056
Over-allotment liability	169,000			(169,000	)(e)		-
Total Current Liabilities	195,388			(169,000	)		26,388
Total Liabilities	195,388			(169,000	)		26,388
Commitments and Contingencies (Note 6)
Class A ordinary shares, 0.0001 par value, 390,000,000 shares authorized, 5,000,000 shares and 5,750,000 shares subject to<br> possible redemption, as actual and adjusted, respectively	47,329,152			7,350,864	(d)		54,680,016
Shareholders’ Equity:
Preference shares, 0.0001 par value, 10,000,000 shares authorized, none issued and outstanding	-			-			-
Class A ordinary shares, 0.0001 par value, 390,000,000<br> shares authorized, 416,750 shares and 458,000 shares issued and outstanding, as actual and adjusted, respectively,<br> (excluding 5,000,000 shares and 5,750,000 shares subject to possible redemption, as actual and adjusted, respectively)	42			75	(a)		46
				1	(b)
				3	(c)
				(75	)(d)
Class B ordinary shares, 0.0001 par value, 100,000,000 shares authorized, 1,437,500 shares issued and outstanding	144			-			144
Additional paid-in capital	3,545,527			7,499,925	(a)		3,863,659
				112,499	(b)
				(112,503	)(c)
				(7,350,789	)(d)
				169,000	(e)
Accumulated deficit	(214,963	)					(214,963	)
Total Shareholders’ Equity	3,330,750			318,136			3,648,886
Total Liabilities Ordinary Shares Subject to Possible Redemptions and Shareholder’s Equity	50,855,290		$	7,500,000		$	58,355,290

All values are in US Dollars.

The accompany notes are an integralpart of the pro forma financial statement.

EUREKA ACQUISITION CORPNOTES TO PRO FROMA FINANCIAL STATEMENT

Note 1 — Closing of Over-allotment Optionsand Additional Private Units, and Issuance of Additional Representative Shares

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Eureka Acquisition Corp (the “Company”) as of July 3, 2024, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on July 8, 2024 as described below.

On July 3, 2024, the Company consummated the initial public offering (the “IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one Class A ordinary share, $0.0001 par value per share (each, a “Class A Ordinary Share”), and one right (each, a “Right”), each one Right entitling the holder thereof to exchange for one-fifth of one Class A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000.

Substantially concurrently with the closing of the IPO, the Company completed the private sale of 216,750 units (the “Initial Private Units”) to the Company’s sponsor, Hercules Capital Management Corp (the “Sponsor”). Each Initial Private Unit consists of one Class A Ordinary Share and one right. The Initial Private Units were sold at a purchase price of $10.00 per Initial Private Units, generating gross proceeds to the Company of $2,167,500.

The Company also issued to Maxim Group LLC, the representative of the underwriters of the IPO (the “Representative”) 200,000 Class A Ordinary Shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO.

On July 3, 2024, the Representative notified the Company of its exercise of the over-allotment option (the “Over-Allotment Option”) in full to purchase additional 750,000 Units of the Company. On July 8, 2024, 750,000 Units were sold to the Representative at an offering price of $10.00 per Option Unit (the “Option Units” and together with the Units, collectively, the “Public Units”), generating gross proceeds of $7,500,000. Simultaneously with the issuance and sale of the Option Units, the Company completed a private placement sale of additional 11,250 units (the “Additional Private Units” and together with the Initial Private Units, collectively, the “Private Units”) to the Sponsor at a purchase price of $10.00 per Additional Private Unit, generating gross proceeds of $112,500. In connection with the issuance and sales of the Option Units, the Company issued additional 30,000 Representative Shares to the Representative.

Pro forma adjustments to reflect the sale of the Option Units, the sale of the Additional Private Units and the issuance of the additional 30,000 Representative Shares described above are as follows:

Pro Forma Entries			Credit
(a)	Cash held in Trust Account	7,500,000
	Class A ordinary share		$	75
	Additional paid-in capital		$	7,499,925
	To record the sale of 750,000 Option Units at 10.00 per Unit
(b)	Cash	112,500
	Class A ordinary shares		$	1
	Additional paid-in capital		$	112,499
	To record the sale of 11,250 Private Placement Units at 10.00 per Unit
(c)	Additional paid-in capital	112,503
	Class A ordinary shares		$	3
	Cash		$	112,500
	To record the issuance of the additional representative shares and payment of underwriters’ fee arising from the sale of Option Units
(d)	Class A ordinary shares	75
	Additional paid-in capital	7,350,789
	Class A ordinary shares subject to possible redemption		$	7,350,864
	To accrete the carrying value of the Class A ordinary shares out of permanent equity into Class A ordinary shares subject to possible redemptions
(e)	Over-allotment liability	169,000
	Additional paid-in capital		$	169,000
	To transfer the over-allotment liability into additional paid-in capital upon exercise of the Option Units

All values are in US Dollars.