What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-12-15 compared with 2024-12-26 · 215 added, 142 removed, 34 unchanged (91% of the section changed)

Management’s Discussion and Analysis

of Financial Condition and Results of Operations.

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 audited financial statements and related notes herein.

The following discussion

and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited financial

statements and the notes related thereto which are included in “Item 8.

Financial Statements and Supplementary Data”

of this Annual Report on Form 10-K.

Certain information contained in the discussion and analysis set forth below includes forward-looking

Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors,

including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors”

and elsewhere in this Annual Report on Form 10-K.

We are a blank check company formed under the laws of Cayman Island

on June 13, 2023, for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization

or other similar business combination with one or more businesses or entities.

We intend to effectuate our business combination using

cash derived from the proceeds of the IPO, our securities, debt or a combination of cash, securities and debt, in effecting a business

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

but will initially focus on Asia.

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

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.

Initial Public Offering and Private Placement

On July 3, 2024, the Company consummated its IPO of 5,000,000 Units.

Each Unit consists of one Class A Ordinary Shares and one Right to receive one-fifth of one Class A Ordinary Share upon the completion

of the initial business combination.

The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $50,000,000.

On July 3, 2024, the Representative notified the Company of its exercise of the Over-Allotment Option in full.

As a result, on July 8,

2024, 750,000 Option Units were sold to the Representative, generating gross proceeds of $7,500,000.

Simultaneously with the

consummation of the IPO and the sale of the Option Units, the Company consummated the Private Placement of 228,000 Private Units to the

Sponsor at a price of $10.00 per Private Unit, generating total proceeds of $2,280,000, collectively.

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

to the “Company,” “EURK,” “us,” “our,” or “we” refer to Eureka Acquisition

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our

audited consolidated financial statements and related notes herein.

following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction

with our audited consolidated financial statements and the notes related thereto which are included in “Item 8.

Consolidated Financial Statements and Supplementary Data” of this Annual Report on Form 10-K.

Certain information

contained in the discussion and analysis set forth below includes forward-looking statements.

Our actual results may differ

materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under

“Special Note Regarding Forward-Looking Statements,” “Item 1A.

Risk Factors” and elsewhere in this

Annual Report on Form 10-K.

are a blank check company formed under the laws of Cayman Island on June 13, 2023, for the purpose of effecting a merger, share exchange,

asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses

We intend to effectuate our business combination using cash derived from the proceeds of the IPO, our securities, debt or

a combination of cash, securities and debt, in effecting a business combination.

Our efforts to identify a prospective target business

will not be limited to a particular industry or geographic location but will initially focus on Asia.

We have not selected any target

business for our initial business combination.

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.

Public Offering and Private Placement

July 3, 2024, the Company consummated its IPO of 5,000,000 Units.

Each Unit consists of one Class A Ordinary Shares and one Right to

receive one-fifth of one Class A Ordinary Share upon the completion of the initial business combination.

The Units were sold at an offering

price of $10.00 per Unit, generating total gross proceeds of $50,000,000.

On July 3, 2024, the Representative notified the Company of

its exercise of the Over-Allotment Option in full.

As a result, on July 8, 2024, 750,000 Option Units were sold to the Representative,

generating gross proceeds of $7,500,000.

Simultaneously

with the consummation of the IPO and the sale of the Option Units, the Company consummated the Private Placement of 228,000 Private Units

to the Sponsor at a price of $10.00 per Private Unit, generating total proceeds of $2,280,000, collectively.

The proceeds of $57,500,000

($10.00 per Public Unit) in the aggregate from the IPO and the Private Placement and sale of the Option Units, were placed in the trust

Account with Continental Stock Transfer & Trust Company acting as trustee.

Our management has broad

discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are held out of the Trust

Account, although substantially all the net proceeds are intended to be applied generally towards consummating a business combination

and working capital.

Results of Operations and Known Trends or Future

We have neither engaged

in any operations nor generated any revenues to date.

Our only activities since inception have been organizational activities and those

necessary to prepare for the IPO.

Following the IPO, we have not generated any operating revenues until after completion of our initial

business combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents after 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 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 year ended September

30, 2024, we had a net income of $255,721, which consisted of interest income from the Trust Account of $609,787 offset by general and

administrative expenses of $354,066.

account (the “Trust Account) with Continental Stock Transfer & Trust Company acting as trustee.

management has broad discretion with respect to the specific application of the proceeds of the IPO and the Private Placement that are

held out of the Trust Account, although substantially all the net proceeds are intended to be applied generally towards consummating

a business combination and working capital.

On March 20, 2025, our board of directors accepted the resignation of Dr.

Anthony Wong, the independent director, resigning from his

position as a director of the Company.

Concurrently, the Company, by ordinary resolutions of its directors, appointed Mr.

Cameron Richard

Johnson as the independent director of the Company to fill the vacancy, effective immediately.

Cameron Richard Johnson was also appointed

as the chairperson of the Audit Committee and a member of the Compensation Committee.

We entered into an Indemnity Agreement with Mr.

Johnson on March 20, 2025, accordingly.

In connection with the appointment of Mr.

Johnson as the director of the Company, the Sponsor issued a share purchase option dated March

20, 2025 (the “Share Purchase Option”) to Mr.

Johnson, entitling Mr.

Johnson to acquire 10,000 ordinary shares of the Company

held by the Sponsor (the “Founder Shares”) upon the exercise of the Share Purchase Option once the existing lock-up term on

such Founder Shares expires pursuant to the terms and arrangements thereunder.

Business Combination with Marine Thinking

On October 29, 2025, EURK

entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”),

with Marine Thinking Inc.

(“Marine Thinking”), a company incorporated under the Canada Business Corporations Act (“CBCA”)

and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of EURK (the “Amalgamation Sub,”

together with EURK and Marine Thinking, the “Parties, “and each, a “Party”).

Marine Thinking is an autonomous

ship and fleet solution providing company.

BCA contemplates that the business combination among EURK, Marine Thinking and Amalgamation Sub will be completed through the following

series of transactions, (i) prior to the time when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective

Time”), EURK shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies

Act and, immediately upon such deregistration, the domestication to Canada under the CBCA (the “SPAC Continuance”).

the completion of the SPAC Continuance, the name of EURK shall be changed from “Eureka Acquisition Corp” to “Marine

Thinking Holdings Inc.” or such other name as the Parties may agree on;

and (ii) following the SPAC Continuance, and in accordance

with the applicable provisions of the BCA and in accordance with the CBCA, at the closing of the transactions contemplated by the BCA

(the “Closing”), Marine Thinking and the Amalgamation Sub shall amalgamate and continue as one company, being the Amalco

(“Amalco”), under the terms and conditions prescribed in the amalgamation agreement to be signed by Marine Thinking and Amalgamation

Sub and in accordance with section 181 of the CBCA (the “Amalgamation”).

Following the Amalgamation Effective Time, Amalco

will become a direct wholly owned subsidiary of EURK.

The Continuance, the Amalgamation,

and the other transactions contemplated by the BCA are hereinafter referred to as the “Business Combination” or the “Transactions.”

The closing of the Business Combination shall take place electronically by remote exchange of the closing deliverables as promptly as

reasonably practicable, but in no event later than the fifth (5) business day, following the satisfaction (or, to the extent permitted

by applicable law or waiver) of the conditions set forth in the BCA (the “Closing Date”) or at such other place, date and/or

time as EURK and Marine Thinking may agree in writing.

2025 Shareholder Meeting

June 30, 2025, the Company held an extraordinary general meeting in lieu of an annual meeting of shareholders (the “Extraordinary

General Meeting”).

the Extraordinary General Meeting, the shareholders of the Company approved the proposal (the “Charter Amendment Proposal”)

to amend the Company’s Second Amended and Restated Memorandum and Articles of Association, which provided that the Company has

until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to

two times, each by an additional three-month extension, for a total of up to six months to January 3, 2026, be deleted in their entirety

and the substitution in their place of the Third Amended and Restated Memorandum and Articles of Association (the “Current Charter”)

to provide that the Company has until July 3, 2025 to complete a business combination, and may elect to extend the period to consummate

a business combination up to 12 times, each by an additional one-month extension (the “Monthly Extension”), for a total of

up to 12 months to July 3, 2026.

The Company agreed that it would not withdraw any interest from the Trust Account for payment of dissolution

connection with the Extraordinary General Meeting, 2,819,767 Class A Ordinary Shares were rendered for redemption, and approximately

$29 million was released from the Trust Account to pay such redeeming shareholders.

connection with the Extraordinary General Meeting, the Company entered into an amendment to the trust agreement dated July 2, 2024 (the

“Trust Amendment”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose

trust company, as trustee (the “Trustee”).

The Trust Amendment provides

that, among other things, for each Monthly Extension, the amount of $150,000 (the “Monthly Extension Fee”) shall be deposited

into the Trust Account, and, in the event that the Monthly Extension Fee is not being deposited into the trust account by the 3rd day

of each month since July 3, 2025, the Company has a period of thirty (30) days (the “Cure Period”) to pay any applicable past

due payment for the Monthly Extension Fee.

If the Company fails to make any applicable past due payment during the Cure Period, then the

Company shall immediately cease all operations, except for the purpose of winding up, and liquidate and dissolve with the same effect

as if the Company failed to complete a business combination within the prescribed timeline.

and Extension Notes

Pursuant to the Current Charter,

the Company currently has until January 3, 2026 to complete its business combination, which may be extended up to July 3, 2026 if fully

extended by Monthly Extensions.

As of the date hereof, an aggregate of $900,000 of the Monthly Extension Fee has been deposited into the

Trust Account, among which $150,000 was paid by the Company from its working capital and $600,000 was paid by the Sponsor.

In connection

with the Sponsor’s payment of the Monthly Extension Fee, the Company issued five unsecured promissory notes in the aggregate principal

amount of $750,000 (the “Extension Notes”) to the Sponsor.

The Extension Notes bear no interest and are payable in full upon

the earlier to occur of (i) the consummation of a business combination or (ii) the date of expiry of the term of the Company.

has the right, but not the obligation, to convert the Extension Notes, in whole or in part, respectively, into private units (the “Conversion

Units”) of the Company, each consisting of one Class A Ordinary Share and one right to receive one-fifth (1/5) of one Class A Ordinary

Share upon the consummation of a business combination.

The number of Conversion Units to be received by the Sponsor in connection with

such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to the Sponsor by (y)

Capital Loans

August 25, 2025, the Company issued an unsecured promissory note (the “Working Capital Note” and, together with the Extension

Notes, the “Notes”) in the principal amount of up to $300,000 to the Sponsor.

The proceeds of the Working Capital Note, which

may be drawn down from time to time until the Company consummates its initial business combination, will be used as general working capital

purposes (the “Working Capital Loans”).

Working Capital Note bears no interest and is payable in full upon the Maturity Date.

The Sponsor, has the right, but not the obligation,

to convert the Working Capital Note, in whole or in part, respectively, into Conversion Units upon the consummation of a business combination,

as described in the prospectus of the Company (File No:

333-277780), by providing the Company with written notice of the intention to

convert at least two business days prior to the closing of the business combination.

The number of Conversion Units to be received by

the Sponsor in connection with such conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount

payable to the Sponsor by (y) $10.00.

of Operations and Known Trends or Future Events

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

Our only activities since inception have been organizational

activities and those necessary to prepare for the IPO.

Following the IPO, we have not generated any operating revenues until after completion

of our initial business combination.

We will generate non-operating income in the form of interest income on cash and cash equivalents

after 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 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.

the year ended September 30, 2025, we had a net income of $1,370,753, which consisted of interest income from the Trust Account of $2,230,500

offset by general and administrative expenses of $859,747.

Cash used in operating activities was $668,921.

Net income was offset by interest earned on investment

held in the Trust Account.

Net income was offset by interest

earned on investment held in the Trust Account.

Changes in operating assets and liabilities provided $190,826 of cash for operating activities.

For the period from June

13, 2023 (inception) through September 30, 2023, we had a net loss of $5,325, all of which consisted of formation and operating costs.

the year ended September 30, 2024, we had a net income of $255,721, which consisted of interest income from the Trust Account of $609,787

offset by general and administrative expenses of $354,066.

Cash used in operating activities was $282,509.

Liquidity and Capital Resources

As of September 30,2024,

we had $670,352 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available for working capital

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.

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

If 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.

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.

Net income was offset by interest

earned on investment held in the Trust Account.

Changes in operating assets and liabilities provided $33,078 of cash for operating activities.

and Capital Resources

of September 30, 2025, we had $51,431 of cash held outside of the Trust Account, after payment of costs related to the IPO, and available

for working capital purposes.

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.

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.

of September 30, 2025, we had cash of $51,431 and a working capital deficiency of $625,273.

1 unchanged sentence

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 working capital

loans from our Sponsor or its affiliates.

In addition, if we are unable to complete a business combination within 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.

of its financing and acquisition plans.

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

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

In addition, the Company has until January 3, 2026 (or up to

July 3, 2026 if fully extended) to consummate the initial Business Combination.

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.

In connection with the Company’s assessment of

going concern considerations in accordance with Financial Accounting Standards 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, along with the need to receive

additional financing, 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 audited consolidated financial

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

Off-Balance Sheet

14 unchanged sentences

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

Critical Accounting Estimates

preparing these financial statements in conformity with US 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.

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.

Accounting Estimates

preparing these audited consolidated financial statements in conformity with US 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

audited consolidated 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 consolidated 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

We have not identified any critical accounting estimates.

Accounting Pronouncements

August 2020, the Financial Accounting Standards Board (“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.

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 free-standing 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 January 1, 2024 and should be applied on

a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021.

The Company adopted ASU 2020-06

as of the inception of the Company.

Adoption of the ASU did not impact the Company’s financial position, results of operations

or cash flows.

November 2023, the FASB issued ASU No.

4 unchanged sentences

15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company is currently evaluating the impact of adopting

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.

The Company adopted ASU 2023-07 in in its

annual audited consolidated financial statements for the year ended September 30, 2025.

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

1 unchanged sentence

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-K

Item 7. Management’s Discussion and Analysis