Overview

Eureka Acquisition Corp. is a blank check company formed in the Cayman Islands on June 13, 2023. The company’s purpose is to enter into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, primarily focusing on opportunities in Asia.

Eureka Acquisition Corp. has not yet selected a target business for its initial business combination. The company currently has no revenue and has incurred losses since inception from formation and operating costs. It has relied on the working capital available from its initial public offering (IPO) and private placement, as well as funds loaned by the sponsor, to fund its operations.

Key Highlights:

• Eureka Acquisition Corp. completed its IPO on July 3, 2024, raising $50 million by selling 5,000,000 units at $10 per unit. Each unit consists of one Class A ordinary share and one right.
• Concurrently with the IPO, the company completed a private placement of 216,750 units to its sponsor, Hercules Capital Management Corp., raising an additional $2.17 million.
• The company also issued 230,000 Class A ordinary shares as part of the underwriting compensation to the representative of the underwriters.
• On July 8, 2024, the underwriters exercised the over-allotment option in full, resulting in the sale of an additional 750,000 units and 11,250 private units, raising an additional $7.61 million.
• The total proceeds of $57.5 million from the IPO, private placements, and over-allotment option were placed in a trust account for the benefit of the public shareholders and the underwriters.

Financial Performance:

• For the three and nine months ended June 30, 2024, the company reported a net loss of $29,349 and $113,248, respectively, primarily consisting of formation and operating expenses.
• For the period from June 13, 2023 (inception) to June 30, 2023, the company reported a net loss of $3,957, also due to formation and operating expenses.
• As of June 30, 2024, the company had cash of $57,877 and a working capital deficiency of $317,879.

Liquidity and Capital Resources:

• The company intends to use the net proceeds from the IPO, including the funds held in the trust account, to acquire a target business and pay related expenses.
• Over the next 12 months, the company will use the funds held outside the trust account to identify and evaluate potential acquisition targets, conduct due diligence, and negotiate and consummate a business combination.
• The company’s management has determined that the conditions raise substantial doubt about the company’s ability to continue as a going concern. The company’s plan to address this uncertainty includes obtaining additional funding from the sponsor, officers, directors, or their affiliates.
• If the company is unable to complete a business combination by July 3, 2025 (or up to January 3, 2026, if the company extends the period), the board of directors would proceed to commence a voluntary liquidation and dissolution.

Critical Accounting Policies and Estimates:

The company’s critical accounting policies and estimates include:

• Offering costs: Costs directly related to the IPO are charged to shareholders’ deficit upon completion of the IPO.
• Ordinary shares subject to possible redemption: The company classifies its ordinary shares subject to redemption outside of permanent equity.
• Net loss per ordinary share: Net loss per ordinary share is computed by dividing net loss by the weighted average number of Class B ordinary shares outstanding during the period, excluding shares subject to forfeiture.

Overall, Eureka Acquisition Corp. is a newly formed blank check company that has completed its IPO and is now focused on identifying and evaluating potential acquisition targets, primarily in Asia. The company’s financial performance and liquidity position raise substantial doubt about its ability to continue as a going concern, and its future success will depend on its ability to complete a successful business combination within the specified time frame.