What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-02-12 compared with 2024-08-14 · 170 added, 215 removed, 0 unchanged (100% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking

Quarterly Report on Form 10-Q includes forward-looking statements.

We have based these forward-looking statements on our current expectations

and projections about future events.

These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions

about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future

results, levels of activity, performance or achievements expressed or implied by such forward-looking statements.

In some cases, you

can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,”

“expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,”

or the negative of such terms or other similar expressions.

Factors that might cause or contribute to such a discrepancy include, but

are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

References to the “Company”,

“us,” “our,” or “we” refer to Eureka Acquisition Corp.

The following discussion and analysis of our

financial condition and results of operations should be read in conjunction with our unaudited financial statements and related notes

are a blank check company formed under the laws of Cayman Island on June 13, 2023, 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,

which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limited to a

particular industry or geographic location but will initially focus in Asia.

We have not selected any target business for our initial

business combination.

presently have no revenue, have had losses since inception from incurring formation and operating costs and have had no operations other

than identifying and evaluating suitable acquisition transaction candidates.

We have relied upon the working capital available to us

following the consummation of the IPO (as defined below) and the Private Placement (as defined below) to fund our operations, as well

as the funds loaned by the Sponsor (as defined below), our officers, directors or their affiliates.

We expect to continue to incur significant

costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to raise capital or to complete our initial business

combination will be successful.

July 3, 2024, we consummated the initial public offering (the “IPO”) of 5,000,000 units (the “Units”).

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.

On July 3, 2024, substantially concurrently with

the closing of the IPO, we completed the private sale (the “Private Placement”) of 216,750 units (the “Initial Private

Units”) to our sponsor, Hercules Capital Management Corp (the “Sponsor”), at a purchase price of $10.00 per Initial

Private Unit, generating gross proceeds to us of $2,167,500.

In connection with the offering of the Units and the sale of Initial Private

Units, the proceeds of $50,000,000 from the proceeds of the offering of the Units and the sale of Initial Private Units were placed in

the Trust Account (as defined below)

also issued to Maxim Group LLC, the representative of the underwriters of the IPO (the “Representative”), 230,000 Class A

Ordinary Shares as part of the underwriting compensation (the “Representative Shares”) on the closing of the IPO.

The Representative

Shares are identical to the Class A Ordinary Shares included in the Units, with certain exceptions.

On July 3, 2024, the Representative notified us of its exercise of

the over-allotment option in full to purchase additional 750,000 Units of the Company (the “Over-Allotment Option”).

8, additional 750,000 Units were sold to the Representative at an offering price of $10.00 per 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 an 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 (as defined below).

proceeds of $57,500,000 ($10.00 per Unit) from the IPO, the Private Placement and sale of the Option Units, were placed in a trust account

(the “Trust Account”) established for the benefit of our public shareholders and the underwriters of the IPO with Continental

Stock Transfer & Trust Company acting as trustee.

of Operations and Known Trends or Future Events

have neither engaged in any operations nor generated any revenues to date.

Our activities during the nine months ended June 30, 2024

were related to the Company’s formation and the IPO.

There has been no significant change in our financial or trading position

and no material adverse change has occurred since the date of our audited financial statements.

After the IPO, we expect to incur increased

expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for expenses

associated with the search for target opportunities.

For the three and nine months ended June 30, 2024,

we had a net loss of $29,349 and $113,248, respectively, all of which consisted of formation and operating expenses.

the period from June 13, 2023 (inception) through June 30, 2023, we had a net loss of $3,957, which consisted of formation and operating

For the nine months ended June 30, 2024, cash balance

was increased by $57,877, which consisted of cash provided by financing activities of $118,236 offset by cash used in operating activities

For the period from June 13, 2023 (inception) through June 30, 2023, there

were no cash activities.

and Capital Resources

As of June 30, 2024, we had cash of $57,877 available

for working capital needs.

We intend to use substantially all of the net proceeds of the IPO, including the funds held in the Trust Account,

to acquire a target business or businesses and to pay our expenses relating thereto.

To the extent that our share capital is used in whole

or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account as well as any

other net proceeds not expended will be used as working capital to finance the operations of the target business.

Such working capital

funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions

and for marketing, research and development of existing or new products.

Such funds could also be used to repay any operating expenses

or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us

outside of the Trust Account were insufficient to cover such expenses.

the next 12 months (assuming a business combination is not consummated prior thereto), we will be using the funds held outside of the

Trust Account for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target

businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents

and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating

the business combination.

our estimates of the costs of undertaking in-depth due diligence and negotiating our initial business combination is less than the actual

amount necessary to do so, or the amount of interest available to us from the Trust Account is less than we expect as a result of the

current interest rate environment, we may have insufficient funds available to operate our business prior to our initial business combination.

Moreover, we may need to obtain additional financing either to consummate our initial business combination or because we become obligated

to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue

additional securities or incur debt in connection with such business combination.

Subject to compliance with applicable securities laws,

we would only consummate such financing simultaneously with the consummation of our initial business combination.

Following our initial

business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

As of June 30, 2024, we had cash of $57,877 and

working capital deficiency of $317,879.

We have incurred and expect to continue to incur significant professional costs to remain as a

publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination.

In connection

with our assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards

Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”

management has determined that these conditions raise substantial doubt about our ability to continue as a going concern.

Our management’s

plan in addressing this uncertainty is through the funds loaned from our Sponsor, officers, directors or their affiliates.

if we are unable to complete a business combination by July 3, 2025 (or up to January 3, 2026, if the Company extends the period of time

to consummate a Business Combination) (the “Combination Period”), our board of directors would proceed to commence a voluntary

liquidation and thereby a formal dissolution of us.

There is no assurance that our plans to consummate a business combination will be

successful within the Combination Period.

As a result, management has determined that such additional conditions also raise substantial

doubt about our ability to continue as a going concern.

Our financial statement does not include any adjustments that might result from

the outcome of this uncertainty.

Off-Balance Sheet

Financing Arrangements

have no obligations, assets or liabilities that would be considered off-balance sheet arrangements as of June 30, 2024.

participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable

interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments

of other entities, or purchased any non-financial assets.

of June 30, 2024, we do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.

Class B ordinary shares of the Company initially issued to the Sponsor (the “Class B Ordinary Shares” and together with the

Class A Ordinary Shares, collectively, the “Ordinary Shares”), the Class A Ordinary Shares included in the Private Units,

and any Class A Ordinary Shares that may be issued upon conversion of working capital loans (and any underlying securities) will be entitled

to registration rights pursuant to a registration rights agreement entered into in connection with the IPO.

The holders of these securities

are entitled to make up to three demands, excluding short form demands, that we register such securities.

In addition, the holders have

certain “piggy-back” registration rights with respect to registration statements filed subsequent to our completion of our

initial business combination.

We will bear the expenses incurred in connection with the filing of any such registration statements.

Accounting Policies and Estimates

preparing these financial statements in conformity with U.S.

GAAP, management makes estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, actual results may differ from

these estimates.

We have identified the following critical accounting policies and estimates:

costs consisting principally of underwriting, legal, accounting and other expenses that are directly related to the IPO and charged to

shareholders’ deficit upon the completion of the IPO.

We comply with the requirements of FASB ASC Topic 340-10-S99-1, “ Other

Assets and Deferred Costs – SEC Materials ” (“ASC 340-10-S99”) and SEC Staff Accounting Bulletin Topic 5A,

“ Expenses of Offering ”.

Shares Subject to Possible Redemption

account for our Ordinary Shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing

Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) will be classified as a liability instrument

and will be measured at fair value.

Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights

that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the

Company’s control) will be classified as temporary equity.

At all other times, ordinary shares will be classified as stockholders’

In accordance with ASC 480-10-S99, the Company classifies the Class A ordinary shares subject to redemption outside

of permanent equity as the redemption provisions are not solely within the control of the Company.

Given that the 5,000,000 Class A

ordinary shares sold as part of the units in the IPO were issued with other freestanding instruments (i.e., rights), the initial carrying

value of Class A ordinary shares classified as temporary equity has been allocated to the proceeds determined in accordance with

If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete

changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument

will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption

value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting

The Company has elected to recognize the changes in redemption value as a charge against retained earnings or, in the absence

of retained earnings, as a charge against additional paid-in-capital over an expected 12-month period, which

is the initial period that the Company has to complete a Business Combination.

Loss Per Ordinary Share

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 ordinary shares subject to forfeiture by the Sponsor.

Weighted average shares were reduced for the effect of an

aggregate of 187,500 ordinary shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters

(see Note 5).

As of June 30, 2024 and September 30, 2023, the Company did not have any dilutive securities and other contracts

that could, potentially, be exercised or converted into ordinary share and then share in the earnings of the Company.

As a result, diluted

loss per share is the same as basic loss per share for the period presented.

Accounting Pronouncements

August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options

(Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”)

to simplify accounting for certain financial instruments.

ASU 2020-06 eliminates the current models that require separation of beneficial

conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining

to equity classification of contracts in an entity’s own equity.

The new standard also introduces additional disclosures for convertible

debt and freestanding instruments that are indexed to and settled in an entity’s own equity.

ASU 2020-06 amends the diluted earnings

per share guidance, including the requirement to use the if-converted method for all convertible instruments.

ASU 2020-06 is effective

for fiscal years beginning after December 15, 2023 and should be applied on a full or modified retrospective basis, with early adoption

permitted for fiscal years beginning after December 15, 2020.

The Company does not expect the adoption of this ASU would have a material

effect on the Company’s financial statements.

does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a

material effect on our financial statements.

Quantitative and Qualitative Disclosures about Market Risk

a smaller reporting company, we are not required to make disclosures under this Item.

Management’s Discussion and Analysis of Financial

Condition and Results of Operations.

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking

We have based these forward-looking statements on our current expectations and projections about future events.

These forward-looking

statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of

activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements

expressed or implied by such forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such

as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,”

“believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions.

that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange

Commission (“SEC”) filings.

References to the “Company”, “us,” “our,” or “we”

refer to Eureka Acquisition Corp.

The following discussion and analysis of our financial condition and results of operations should be

read in conjunction with our unaudited financial statements and related notes herein.

We are a blank check company formed under the

laws of Cayman Island on June 13, 2023, 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, which we refer to as a “target

business.” Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location

but will initially focus in Asia.

We have not selected any target business for our initial business combination.

We presently have no revenue, have had losses

since inception from incurring formation and operating costs and have had no operations other than identifying and evaluating suitable

acquisition transaction candidates.

We have relied upon the working capital available to us following the consummation of the initial

public offering (the “IPO”) and the private placement to fund our operations, as well as the funds loaned by our sponsor,

Hercules Capital Management Corp (the “Sponsor”), our officers, directors or their affiliates.

We expect to continue to incur

significant costs in the pursuit of our acquisition plans.

We cannot assure you that our plans to raise capital or to complete our initial

business combination will be successful.

Results of Operations and Known Trends or Future Events

We have neither engaged in any operations nor

generated any revenues to date.

Our only activities since inception have been organizational activities as well as activities related

Following the IPO, we will not generate any operating revenues until after the completion of a business combination, at the

We will generate non-operating income in the form of dividend and/or interest income from the proceeds derived from the IPO

and sale of Private Units.

Since the completion of the IPO, we expect to incur increased expenses as a result of being a public company

(for legal, financial reporting, accounting and auditing compliance), as well as for expenses associated with the search for target opportunities.

For the three months ended December 31, 2024,

we had a net income of $542,018, which consisted of interest income from the trust account (the “Trust Account”) of $694,056,

partially offset by general and administrative expenses of $152,038.

Cash used in operating activities was $118,321.

Changes in operating

assets and liabilities provided $33,717 of cash for operating activities.

For the three months ended December 31, 2023,

we had a net loss of $56,819, all of which consisted of formation and operating expenses.

Cash balance was increased by $13,043, which

consisted of cash provided by financing activities of $90,970, partially offset by cash used in operating activities of $77,927.

Liquidity and Capital Resources

of December 31, 2024, we had cash of $552,031 available for working capital needs.

We intend to use substantially all of the net proceeds

of the IPO, including the funds held in the Trust Account, to acquire a target business or businesses and to pay our expenses relating

To the extent that our share capital is used in whole or in part as consideration to effect our initial business combination,

the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance

the operations of the target business.

Such working capital funds could be used in a variety of ways including continuing or expanding

the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products.

Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of

our initial business combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses.

Over the next 12 months (assuming a business combination

is not consummated prior thereto), we will be using the funds held outside of the Trust Account for identifying and evaluating prospective

acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants

or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses,

selecting the target business to acquire and structuring, negotiating and consummating the business combination.

If our estimates of the costs of undertaking in-depth

due diligence and negotiating our initial business combination are less than the actual amount necessary to do so, we may have insufficient

funds available to operate our business prior to our initial business combination.

Moreover, we may need to obtain additional financing

either to consummate our initial business combination or because we become obligated to redeem a significant number of our public shares

upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with

such business combination.

Subject to compliance with applicable securities laws, we would only consummate such financing simultaneously

with the consummation of our initial business combination.

Following our initial business combination, if cash on hand is insufficient,

we may need to obtain additional financing in order to meet our obligations.

As of December 31, 2024, the Company had $552,031

of cash and a working capital of $532,436.

The Company has incurred and expects to continue to incur significant costs in pursuit of its

financing and acquisition plans.

The Company currently has no commitments in place to receive such financing and there is no assurance

that the Company’s plans to raise capital will be successful.

In addition, the Company initially has until July 3, 2025 to consummate

the initial business combination (assume no extensions).

If the Company does not complete a business combination within the Combination

Period, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated

memorandum and articles of association.

Notwithstanding management’s belief that the Company would have sufficient funds to execute

its business strategy, there is a possibility that business combination might not be completed within the 12-month period from the issuance

date of these financial statements.

In connection with the Company’s assessment of going concern considerations in accordance

with Financial Accounting Standard Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements

- Going Concern”, management has determined that the mandatory liquidation, should a business combination not occur, and potential

subsequent dissolution, raises substantial doubt about the Company’s ability to continue as a going concern.

Therefore, management

has determined that such additional conditions raise substantial doubt about the Company’s ability to continue as a going concern

until the earlier of the consummation of the business combination or the date the Company is required to liquidate.

The financial statements

do not include any adjustments that might result from the Company’s inability to continue as a going concern.

The Company has entered into several agreements

with financial advisors in connection with identifying and consulting with the Company with respect to the potential acquisition targets.

Any fees under these agreements are only earned by the financial advisors, and do not become due and payable to them until the Company

completes an initial Business Combination with a target identified by that financial advisor.

As of the financial statements issue date,

the Company has determined that the possibility of the business combination with any potential target identified by a financial advisor

is not probable.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities

that would be considered off-balance sheet arrangements as of December 31, 2024.

We do not participate in transactions that create

relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have

been established for the purpose of facilitating off-balance sheet arrangements.

We have not entered into any off-balance sheet

financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any

non-financial assets.

Contractual Obligations

As of December 31, 2024, we do not have any long-term debt,

capital lease obligations, operating lease obligations or long-term liabilities.

The Founder Shares, the Class A Ordinary Shares

included in the Private Units, and any Class A Ordinary Shares that may be issued upon conversion of working capital loans and extension

loans (and any underlying securities) will be entitled to registration rights pursuant to a registration and shareholder rights agreement

entered into in connection with the IPO.

The holders of these securities are entitled to make up to three demands, excluding short form

demands, that we register such securities.

In addition, the holders have certain “piggy-back” registration rights with respect

to registration statements filed subsequent to our completion of our initial business combination.

We will bear the expenses incurred

in connection with the filing of any such registration statements.

Critical Accounting Estimates

In preparing these unaudited condensed financial

statements in conformity with U.S.

GAAP, management makes estimates and assumptions that affect the reported amounts of assets and liabilities

and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting

Making estimates requires management to exercise

significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances

that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near

term due to one or more future confirming events.

Accordingly, actual results may differ from these estimates.

We have not identified

any critical accounting estimates.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No.

Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, which requires the disclosure of additional segment information.

2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after

December 15, 2024.

The Company is currently evaluating the impact of adopting ASU No.

2023-07 on its financial statements.

In December 2023, the FASB issued ASU 2023-09, Income

Taxes (Topic 740):

Improvements to Income Tax Disclosure (“ASU 2023-09”), which enhances the transparency and usefulness

of income tax disclosures.

ASU 2023-09 will be effective for fiscal years beginning after December 15, 2024.

Early adoption is permitted

for annual financial statements that have not yet been issued or made available for issuance.

The Company is currently evaluating the

impact of adopting ASU 2023-09 on its financial statements.

As a Cayman Island entity, the Company is not subject to income taxes, as

such, the Company does not expect any impact of adopting ASU 2023-09 on its financial statements.

Management does not believe that any other recently

issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on our financial statements.

Quantitative and Qualitative Disclosures

about Market Risk

As a smaller reporting company, we are not required

to make disclosures under this Item.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis