UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to 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 name of registrant as specified in its charter) |
| Cayman Islands | 001-42152 | N/A | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer | ||
| of incorporation) | Identification Number) |
899
Ruining Road, Yangguang Binjiang Center
South Building, Unit 808
Shanghai 200030, PRC
(Address of principal executive offices)
+86 135 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) |
| ☐ | 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 Nasdaq Stock Market LLC | ||
| Class A ordinary shares, par value $0.0001 per share | EURK | The Nasdaq Stock Market LLC | ||
| Rights, each whole right to acquire one-fifth of one Class A ordinary share | EURKR | The Nasdaq Stock Market LLC |
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. ☐
Item 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01 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.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibits | |
| 99.1 | Unaudited Pro Forma Balance Sheet as of July 3, 2024. |
1
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/ Fen Zhang | |
| Name: | Fen Zhang | |
| Title: | Chief Executive Officer | |
| Date: July 12, 2024 | ||
2
Exhibit 99.1
EUREKA ACQUISITION CORP
PRO FORMA BALANCE SHEET
July 3, 2024
| July 3, 2024 | Pro Forma 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 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 shares authorized, 416,750 shares and 458,000 shares issued and outstanding, as actual and adjusted, respectively, (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 | ||||||
The accompany notes are an integral part of the pro forma financial statement.
EUREKA ACQUISITION CORP
NOTES TO PRO FROMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Options and 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 | Debit | 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 | ||||||||||