Eureka Acquisition Corp has entered into an unsecured promissory note with Marine Thinking Inc. to secure an extension of the company's deadline to complete its initial business combination. The registrant, incorporated in the Cayman Islands, had until September 3, 2026, to finalize the transaction. Under its charter, the company may extend this period by one month for each $8,253.03 deposit into the trust account.
On September 3, 2026, the company deposited $8,253.03 into the trust account, which was paid by Marine Thinking. In exchange, Eureka issued an unsecured promissory note dated October 7, 2026, with the same principal amount of $8,253.03. This note, referred to as the Extension Note, bears no interest and is payable in full upon the earlier of the consummation of the business combination or the date of expiry of the company's term.
The Extension Note includes specific events of default, including a failure to pay the principal within five business days of the maturity date, the commencement of bankruptcy proceedings, or a breach of obligations. Additionally, Marine Thinking has the right, but not the obligation, to convert the note into private units of Eureka. Each unit consists of one Class A ordinary share and one right to acquire one-fifth of a Class A ordinary share upon the business combination. The number of units received upon conversion will be determined by dividing the outstanding principal amount by $10.00.
The issuance of the Extension Note was made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933. The Units are subject to transfer restrictions and are entitled to registration rights. The company has filed a registration statement on Form S-4 (File No. 333-295483) regarding the proposed transaction with Marine Thinking and its subsidiary, 17358750 Canada Inc.
