What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-12-15 compared with 2024-12-26 · 1102 added, 742 removed, 825 unchanged (69% of the section changed)

32 unchanged sentences

Annual Report on Internal Control over Financial Reporting

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting

purposes in accordance with GAAP.

Our internal control over financial reporting includes those policies and procedures that:

to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets

of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP,

and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors, and

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could

have a material effect on the financial statements.

required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for

establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is

designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our audited

consolidated financial statements for external reporting purposes in accordance with GAAP.

Our internal control over financial

reporting includes those policies and procedures that:

pertain to the maintenance

of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

reasonable assurance that transactions are recorded as necessary to permit preparation of audited consolidated financial statements

in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our

management and directors, and

provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material

effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial

19 unchanged sentences

officers and directors are as follows:

Chief Executive Officer and

Chairman of the Board of Directors

Chief Executive

Officer and Chairman of the Board of Directors

Chief Financial Officer

Johnson Richard

Independent Director

1 unchanged sentence

Independent Director

Kevin McKenzie

Independent Director

Fen Zhang , has served as our Chief Executive Office and Chairman of our Board of Directors since June 2023.

61 unchanged sentences

in mechanical engineering from Tsinghua University in China.

Zhechen Wang has serves as our Chief Financial Officer since June 2024.

has serves as our Chief Financial Officer since June 2024.

Since August 2021, Mr.

Wang has served as the Finance

Manager and then Vice President of Finance of Hercules Capital Group, where he, among the others, administers financial operations and

manages financial process oversight and risk control.

Wang has served as the Finance Manager and then Vice

President of Finance of Hercules Capital Group, where he, among other things, administers financial operations and manages financial process

oversight and risk control.

From October 2016 to August 2021, Mr.

Wang worked as a senior associate at PwC,

where he conducted auditing in initial public offerings, public company reporting and statutory auditing for companies listing on different

exchanges, including Nasdaq, NYSE, Shanghai Stock Exchange and the Stock Exchange of Hong Kong.

Wang holds a Bachelor Degree of Commerce

— Professional Accounting from Macquarie University in Australia.

Anthony Wong has served as our independent director since July 2024.

Wong is head of international equities division

at Red Solar Capital Ltd.

He started his career as a faculty member of the MIT Sloan School of Management, and was a founding member

of the MIT Media Lab and MIT Statistics Center.

Wong was one of the earliest quantitative analysts on the Wall Street.

author of two financial texts, Fixed Income Arbitrage and Trading and Investing in Bond Options .

Wong was also one of the

executives who participated in the establishment of the Morningside Group in Hong Kong in 1993 and has been active in the capital markets

In recent years, Dr.

Wong has focused his professional efforts on assisting international high-tech commercial projects in

their alignment with the capital markets of Hong Kong and the United States.

Wong holds a Ph.D.

degree in statistics & data science

from Yale University.

Wang worked as a senior associate at PwC, where he conducted auditing

in initial public offerings, public company reporting and statutory auditing for companies listing on different exchanges, including Nasdaq,

NYSE, Shanghai Stock Exchange and the Stock Exchange of Hong Kong.

Wang holds a Bachelor Degree of Commerce — Professional Accounting

from Macquarie University in Australia.

Cameron Johnson serves

as the independent director of the Company.

Since 2019, he has worked as the senior partner at Tidalwave Solutions, providing consulting

Since 2014, Mr.

Johnson has been a member of the American Chamber of Commerce in Shanghai, or AmCham Shanghai, in Shanghai,

during which he served on the board of governors from 2022 to 2024 and as the vice chair in 2024.

From 2020 to 2024, Mr.

Johnson worked

as an adjunct instructor at New York University in Shanghai.

Johnson has been an active commentator on US-China relations, supply

chain, international trade, tariff, technology and other topics, including but not limited to, as a returning guest at Bloomberg:

The China Show ¸ discussing topics including but not limited to, US-China relations, automotive and customer sectors, technology

and trade, and appearing in the documentary of America’s Medical Supply Crisis by Frontline.

Johnson is the

author of Impacts of Digitalization on Traceability chapter of the book Digital Transformation of Logistics (Wiley,

Johnson obtained his graduate certification in business from the University of Wales, and bachelor’s degrees in communication

and comparative religion both from the University of Washington.

Lauren Simmons has served as our independent director since July 2024.

73 unchanged sentences

committee of a listed company be comprised solely of independent directors.

Anthony Wong, Lauren Simmons and Kevin McKenzie currently serve as members of our audit committee.

Under Nasdaq listing standards and

applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent, subject to the certain

phase-in provisions.

Our board of directors has determined that each of Mr.

Anthony Wong, Lauren Simmons and Kevin McKenzie meet the

independent director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act.

Anthony Wong serves as the Chairman of the audit committee.

Each member of the audit committee meets the financial literacy requirements

of Nasdaq, and our board of directors has determined that Mr.

Colon qualifies as an “audit committee financial expert”

Johnson, Lauren Simmons and Kevin McKenzie currently serve as members of our audit committee.

Under Nasdaq listing standards and applicable

SEC rules, we are required to have three members of the audit committee, all of whom must be independent, subject to the certain phase-in

Our board of directors has determined that each of Cameron Johnson, Lauren Simmons and Kevin McKenzie meet the independent

director standard under Nasdaq listing standards and under Rule 10A-3(b)(1) of the Exchange Act.

Johnson serves as the Chairman of the audit committee.

Each member of the audit committee meets the financial literacy requirements of

Nasdaq, and our board of directors has determined that Mr.

Cameron Johnson qualifies as an “audit committee financial expert”

as defined in applicable SEC rules.

have adopted an audit committee charter, which details the principal functions of the audit committee, including:

appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered

public accounting firm engaged by us;

● pre-approving

all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by

us, and establishing pre-approval policies and procedures;

and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

clear hiring policies for employees or former employees of the independent auditors;

clear policies for audit partner rotation in compliance with applicable laws and regulations;

and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control

the appointment, compensation,

retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting

firm engaged by us;

pre-approving all audit

and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and

establishing pre-approval policies and procedures;

reviewing and discussing

with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

setting clear hiring policies

for employees or former employees of the independent auditors;

setting clear policies

for audit partner rotation in compliance with applicable laws and regulations;

obtaining and reviewing

a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control

procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm,

or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more

independent audits carried out by the firm and any steps taken to deal with such issues;

and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior

to us entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including

any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues

regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by

the Financial Accounting Standards Board, the SEC or other regulatory authorities

have established a compensation committee of the board of directors, which consists of M.

Anthony Wong, Lauren Simmons and Kevin McKenzie

or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or

more independent audits carried out by the firm and any steps taken to deal with such issues;

reviewing and approving

any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us

entering into such transaction;

with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,

including any correspondence with regulators or government agencies and any employee complaints or published reports that raise

material issues regarding our audited consolidated financial statements or accounting policies and any significant changes in

accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory

have established a compensation committee of the board of directors, which consists of Cameron Johnson, Lauren Simmons and Kevin McKenzie

, each of whom is an independent director under Nasdaq’s listing standards.

1 unchanged sentence

The compensation committee’s duties, which are specified in our Compensation Committee Charter, include, but are not

and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating

our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

reviewing and approving

on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our

Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration

(if any) of our Chief Executive Officer’s based on such evaluation;

and approving the compensation of all of our other officers;

our executive compensation policies and plans;

● implementing

and administering our incentive compensation equity-based remuneration plans;

management in complying with our proxy statement and annual report disclosure requirements;

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

a report on executive compensation to be included in our annual proxy statement;

evaluating and recommending changes, if appropriate, to the remuneration for directors.

reviewing and approving

the compensation of all of our other officers;

reviewing our executive

compensation policies and plans;

implementing and administering

our incentive compensation equity-based remuneration plans;

assisting management in

complying with our proxy statement and annual report disclosure requirements;

approving all special perquisites,

special cash payments and other special compensation and benefit arrangements for our officers and employees;

producing a report on executive

compensation to be included in our annual proxy statement;

reviewing, evaluating and

recommending changes, if appropriate, to the remuneration for directors.

charter provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant,

2 unchanged sentences

compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

nominating committee consists of M.

Anthony Wong, Lauren Simmons and Kevin McKenzie.

nominating committee consists of Cameron Johnson, Lauren Simmons and Kevin McKenzie.

Lauren Simmons serves as chair of the nominating

We have adopted a nominating committee charter, which details the principal functions of the nominating committee, including:

the criteria and qualifications for membership on the Board of Directors;

● recruiting,

reviewing and nominating candidates for election to the Board of Directors or to fill vacancies on the Board of Directors;

candidates proposed by shareholders, and conducting appropriate inquiries into the background and qualifications of any such candidates;

and making recommendations regarding committee functions, contributions, and composition;

● evaluating,

on an annual basis, the nominating committee’s performance.

developing the criteria

and qualifications for membership on the Board of Directors;

recruiting, reviewing and

nominating candidates for election to the Board of Directors or to fill vacancies on the Board of Directors;

reviewing candidates proposed

by shareholders, and conducting appropriate inquiries into the background and qualifications of any such candidates;

monitoring and making recommendations

regarding committee functions, contributions, and composition;

evaluating, on an annual

basis, the nominating committee’s performance.

nominating committee will consider a number of qualifications relating to management and leadership experience, background and integrity

14 unchanged sentences

investors should be aware of the following potential conflicts of interest:

of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest

in allocating their time among various business activities.

the course of their other business activities, our officers and directors may become aware of investment and business opportunities which

may be appropriate for presentation to our company as well as the other entities with which they are affiliated.

Our management has pre-existing

fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business

opportunity should be presented.

As a result, our officers or directors may present a potential target to our competitor that would had

been presented to us or devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business

activities similar to those intended to be conducted by our company.

Founder Shares owned by our officers and directors are subject to lock-up restrictions until the earlier of (1) six months after the

completion of our initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization,

or other similar transaction after our initial business combination that results in all of our shareholders having the right to exchange

their ordinary shares for cash, securities or other property.

None of our officers and

directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating

their time among various business activities.

In the course of their

other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate

for presentation to our company as well as the other entities with which they are affiliated.

Our management has pre-existing fiduciary

duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business opportunity

should be presented.

As a result, our officers or directors may present a potential target to our competitor that would had been

presented to us or devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

Our officers and directors

may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar

to those intended to be conducted by our company.

The Founder Shares owned

by our officers and directors are subject to lock-up restrictions until the earlier of (1) six months after the completion of our

initial business combination and (2) the date on which we consummate a liquidation, merger, share exchange, reorganization, or other

similar transaction after our initial business combination that results in all of our shareholders having the right to exchange their

ordinary shares for cash, securities or other property.

Notwithstanding the foregoing, if the last sale price of the Class A Ordinary

2 unchanged sentences

50% of the Founder Shares will be released from the lock-up.

Additionally, our officers and directors will not receive distributions from

the Trust Account with respect to any of their Founder Shares and private shares if we do not complete a business combination.

the Sponsor has agreed that the Private Units will not be sold or transferred until after we have completed our initial business combination.

In addition, our officers and directors may loan funds to us and may be owed reimbursement for expenses incurred in connection with certain

activities on our behalf which would only be repaid if we complete an initial business combination.

For the foregoing reasons, the personal

and financial interests of our directors and executive officers may influence their motivation in identifying and selecting a target

business, completing a business combination in a timely manner and securing the release of their shares.

Additionally, our officers and directors will not receive distributions

from the Trust Account with respect to any of their Founder Shares and private shares if we do not complete a business combination.

Furthermore, the Sponsor has agreed that the Private Units will not be sold or transferred until after we have completed our initial

business combination.

In addition, our officers and directors may loan funds to us and may be owed reimbursement for expenses incurred

in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination.

the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation

in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of

their shares.

addition to the above, directors also owe a duty of care which is not fiduciary in nature.

63 unchanged sentences

Executive Compensation.

of our officers or directors has received any cash compensation for services rendered to us, except that transferred to our independent

directors, Messrs.

Anthony Wong, Kevin McKenzie , and Lauren Simmons, 10,000 Founder Shares each, respectively, immediately prior to

the closing of the IPO.

Other than as set forth elsewhere, no compensation of any kind, including finder’s and consulting fees,

will be paid to our founders, existing officers, directors and advisors, or any of their respective affiliates, for services rendered

prior to or in connection with the completion of our initial business combination although we may consider cash or other compensation

to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business combination.

In addition, our officers, directors and advisors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses

incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on

suitable business combinations.

None of our officers or

directors has received any cash compensation for services rendered to us, except that the Sponsor transferred to our independent directors,

Anthony Wong (former director), Kevin McKenzie , and Lauren Simmons, 10,000 Founder Shares each, respectively, immediately prior

to the closing of the IPO.

In connection with the appointment of Mr.

Johnson as a 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

Founder Shares held by the Sponsor 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.

Other than as set forth elsewhere, no compensation of any kind, including finder’s

and consulting fees, will be paid to our founders, existing officers, directors and advisors, or any of their respective affiliates, for

services rendered prior to or in connection with the completion of our initial business combination although we may consider cash or other

compensation to officers or advisors we may hire subsequent to the IPO to be paid either prior to or in connection with our initial business

In addition, our officers, directors and advisors, or any of their respective affiliates will be reimbursed for any out-of-pocket

expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence

on suitable business combinations.

Our audit committee will review on a quarterly basis all payments that were made to our founders, officers,

16 unchanged sentences

following table sets forth information regarding the beneficial ownership of our ordinary as of the date hereof by:

person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

of our officers and directors;

of our officers and directors as a group.

each person known by us

to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

each of our officers and

all of our officers and

directors as a group.

otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary

6 unchanged sentences

Fen Zhang (2)

Cameron Johnson

Lauren Simmons

2 unchanged sentences

Hercules Capital Management Corp (2)

First Trust Capital Management L.P.

First Trust Merger Arbitrage Fund (3)

AQR Capital Management, LLC (4)

Cowen and Company, LLC (5)

Kerry Propper (6)

WOLVERINE ASSET MANAGEMENT LLC (3)

KARPUS MANAGEMENT, INC.

Berkley Corporation (5)

Mizuho Financial Group, Inc.

RLH Capital LLC (7)

Feis Equities LLC (8)

Barclays PLC (9)

Cowen and Company, LLC (10)

Less than one percent

otherwise noted, the business address of each of the following entities or individuals is c/o Eureka Acquisition Corp, 89 Nexus Way,

Camana Bay, Grand Cayman, KY1-9009, Cayman Islands.

Zhang is the sole member and sole director of the Sponsor.

The person having voting, dispositive or investment powers over the Sponsor

is Fen Zhang, thus Fen Zhang is deemed to have beneficial ownership of the shares held by the Sponsor.

(3) According

to a Schedule 13G filed on November 14, 2024 jointly by First Trust Merger Arbitrage Fund, First Trust Capital Management L.P., First

Trust Capital Solutions L.P.

and FTCS Sub GP LLC.

The principal business address of First Trust Capital Management L.P., First Trust

Capital Solutions L.P.

and FTCS Sub GP LLC is 225 W.

Wacker Drive, 21st Floor, Chicago, IL 60606.

The principal business address of First

Trust Merger Arbitrage Fund is 235 West Galena Street, Milwaukee, WI 53212.

(4) According

to a Schedule 13G filed on November 14, 2024 jointly by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage,

LLC, whose principal business address is One Greenwich Plaza, Greenwich, CT 06830.

(5) According

to a Schedule 13G filed on November 13, 2024 by Cowen and Company, LLC, whose principal business address is 599 Lexington Avenue, New

York, NY 10022.

(6) According

to a Schedule 13G filed on November 12, 2024 jointly by Kerry Propper and Antonio Ruiz-Gimenez, whose principal business address is 1

Pennsylvania Plaza, 48th Floor, New York, New York 10119.

(7) According

to a Schedule 13G filed on October 7, 2024 by Karpus Management, Inc., d/b/a Karpus Investment Management, whose principal business address

is 183 Sully’s Trail, Pittsford, New York 14534.

Unless otherwise noted,

the business address of each of the following entities or individuals is c/o Eureka Acquisition Corp, 89 Nexus Way, Camana Bay, Grand

Cayman, KY1-9009, Cayman Islands.

Fen Zhang is the sole member

and sole director of the Sponsor.

The person having voting, dispositive or investment powers over the Sponsor is Fen Zhang, thus

Fen Zhang is deemed to have beneficial ownership of the shares held by the Sponsor.

According to a Form 4 filed on December 11, 2025 jointly by WOLVERINE ASSET MANAGEMENT LLC, Wolverine Holdings, L.P., Wolverine Trading Partners, Inc.

Bellick Robert and Gust Christopher whose principal business address is 175 West Jackson, Suite 340, Chicago, IL 60604.

According to a Schedule 13G filed on November 14, 2025 by KARPUS MANAGEMENT, INC., whose principal business address is 183 Sully’s Trail, Pittsford, New York 14534.

According to a Form 4 filed on November 10, 2025 by W.

Berkley Corporation, whose principal business address is 475 Steamboat Road, Greenwich, CT 06830.

According to a Schedule 13G/A filed on August 13, 2025 by Mizuho Financial Group, Inc., whose principal business address is 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan.

According to a Schedule

13G filed on July 7, 2025 jointly by RLH Capital LLC and Louis Camhi, whose principal business address is 119 Hicks Lane, Great Neck,

New York 11024.

According to a Schedule

13G filed on July 3, 2025 jointly by Feis Equities LLC and Lawrence M.

Feis, whose principal business address is 740 Waukegan Road

Suite 206 Glenview, Illinois 60025.

According to a Schedule

13G filed on March 21, 2025 by Barclays PLC, whose principal business address is 1 Churchill Place, London - E14 5HP.

According to a Schedule

13G filed on November 13, 2024 by Cowen and Company, LLC, whose principal business address is 599 Lexington Avenue, New York, NY

Certain Relationships and Related Transactions, and Director Independence.

On July 4, 2023 and September 29, 2023, the Sponsor acquired 100 and

1,437,400 Founder Shares, respectively, for an aggregate purchase price of $25,000, or approximately $0.02 per share.

On June 27, 2024,

the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred 10,000 Founder Shares to each of our

independent directors, Dr.

Anthony Wong, Ms.

On July 4, 2023 and September

29, 2023, the Sponsor acquired 100 and 1,437,400 Founder Shares, respectively, for an aggregate purchase price of $25,000, or approximately

$0.02 per share.

On June 27, 2024, the Sponsor entered into a securities transfer agreement, pursuant to which the Sponsor transferred

10,000 Founder Shares to each of our independent directors, Dr.

Anthony Wong (former director), Ms.

Lauren Simmons and Mr.

Kevin McKenzie, at the original purchase price, immediately prior

to the closing of the IPO.

Kevin McKenzie,

at the original purchase price, immediately prior to the closing of the IPO.

of September 30, 2025, there were 1,437,500 Founder Shares issued and outstanding.

1 unchanged sentence

approximately $0.02 per share.

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.

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.

Note — Related Party

On June 25, 2024, the Sponsor

agreed to loan us up to $500,000 to be used for a portion of the expenses of the IPO (the “Promissory Note).

As of July 3, 2024,

the date of the completion of the IPO, the Sponsor loaned the Company $481,511.

The total amount of $481,511 under the Promissory Note

was fully repaid upon closing of the IPO on July 3, 2024.

June 25, 2024, the Sponsor agreed to loan us up to $500,000 to be used for a portion of the expenses of the IPO (the “Promissory

As of July 3, 2024, the date of the completion of the IPO, the Sponsor loaned the Company $481,511.

The total amount of $481,511

under the Promissory Note was fully repaid upon closing of the IPO on July 3, 2024.

The Promissory Note was terminated after the repayment.

On August 4, 2025 and September

3, 2025, the Company issued two unsecured promissory notes to the Sponsor, each with a principal amount of $150,000 (the “Extension

Notes”), as payment for the extension fee.

Each Extension Note bears no interest and is payable in full upon the earlier to occur

of (i) the consummation of the a Business Combination or (ii) the date of expiry of the term of the Company.

The Sponsor, has the right,

but not the obligation, to convert the Extension Note, in whole or in part, respectively, into private units (the “Extension 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 Extension 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.

September 30, 2025, $300,000 was outstanding under the Extension Notes.

Capital Loans

9 unchanged sentences

The Working Capital Units would be identical to the Private Units.

of September 30, 2024, the Company had no borrowings under the Working Capital Loans.

have until July 3, 2025 to complete its initial business combination.

However, if we anticipate that we may not be able to consummate

our initial business combination by July 3, 2025, we may extend the Combination Period up to two times, each time by an additional three

months (for a total of up to January 3, 2026 to

complete a business combination) without submitting such proposed extensions to our shareholders for approval or offering our public

shareholders redemption rights in connection therewith.

In order to extend the Combination Period, the Sponsor or its affiliates or designees,

upon five days advance notice prior to the applicable deadline, must deposit into the Trust Account the Extension Fees in the amount

of $575,000 on or prior to the date of the applicable deadline, for each three-month extension.

Any such payments would be made in the

form of a loan.

Any such loans will be non-interest bearing and either be payable upon the consummation of our initial business combination

out of the proceeds of the Trust Account released to us, or, at the lender’s discretion, converted upon consummation of our business

combination into Extension Units.

If we do not complete a business combination, the loans would be repaid out of funds not held in the

Trust Account, and only to the extent available.

The Sponsor and its affiliates or designees are not obligated to fund the Trust Account

to extend the Combination Period.

The Extension Units would be identical to the Private Units.

As of September 30, 2024,

there were no Extension Fees.

August 25, 2025, the Company issued an unsecured promissory note (the “Working Capital Note”) in the principal amount of

up to $300,000 to the Sponsor.

The funds may be drawn as needed until the initial business combination and will be used for general working

As of September 30, 2025, $200,000 remained outstanding under the Working Capital Note..

We currently have until January

3, 2026 to complete our initial business combination.

However, if we anticipate that we may not be able to consummate our initial business

combination by January 3, 2026, we may extend the Combination Period by Monthly Extensions, up to July 3, 2026 without submitting such

proposed extensions to our shareholders for approval or offering our public shareholders redemption rights in connection therewith.

order to extend the Combination Period, the Sponsor or its affiliates or designees, upon five days advance notice prior to the applicable

deadline, must deposit into the Trust Account the Extension Fees in the amount of $150,000 on or prior to the date of the applicable deadline,

for each Monthly Extension.

Any such payments would be made in the form of a loan.

Any such loans will be non-interest bearing and either

be payable upon the consummation of our initial business combination out of the proceeds of the Trust Account released to us, or, at the

lender’s discretion, converted upon consummation of our business combination into Extension Units.

If we do not complete a business

combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available.

The Sponsor and its

affiliates or designees are not obligated to fund the Trust Account to extend the Combination Period.

The Extension Units would be identical

to the Private Units.

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 $750,000 was

paid by the Sponsor.

The Company issued five Extension Notes in the aggregate principal amount of $750,000 to the Sponsor in connection

with the payment of the Monthly Extension Fee by the Sponsor.

Administrative

41 unchanged sentences

of our initial business combination:

● reimbursement

of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating

possible business targets and business combinations;

at the closing of our initial business combination of Working Capital Loans which may be made by our founders or an affiliate of our

founders to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined

reimbursement of out-of-pocket

expenses incurred by them in connection with certain activities on our behalf, such as identifying and investigating possible business

targets and business combinations;

repayment at the closing

of our initial business combination of Working Capital Loans which may be made by our founders or an affiliate of our founders to

finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined

nor have any written agreements been executed with respect thereto.

Up to $1.500,000 of such Working Capital Loans may be

convertible into Working Capital Units at the option of the lender.

Such Working Capital Units are identical to the Private Units sold

in the Private Placement;

at the closing of our initial business combination of Extension Fees which have been made by our Sponsor, its affiliates or designees

in connection with our extensions of the Combination Period, which may be convertible into Extension Units, such Extension Units are

identical to the Private Units sold in the Private Placement.

Up to $1.500,000 of such Working Capital Loans may

be convertible into Working Capital Units at the option of the lender.

Such Working Capital Units are identical to the Private Units

sold in the Private Placement;

repayment at the closing

of our initial business combination of Extension Fees which have been made by our Sponsor, its affiliates or designees in connection

with our extensions of the Combination Period, which may be convertible into Extension Units, such Extension Units are identical

to the Private Units sold in the Private Placement.

listing standards require that a majority of our board of directors be independent.

3 unchanged sentences

in carrying out the responsibilities of a director.

Our board of directors has determined that each of M.

Anthony Wong, Lauren Simmons

Our board of directors has determined that each of Cameron Johnson, Lauren Simmons

and Kevin McKenzie are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules.

2 unchanged sentences

Principal Accounting Fees and Services.

the period from June 13, 2023 (inception) through September 30, 2024, the firm of Marcum Asia CPAs LLP (“Marcum Asia”), has

acted as our principal independent registered public accounting firm.

The following is a summary of fees paid or to be paid to Marcum

Asia for services rendered.

fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that

are normally provided by Marcum Asia in connection with regulatory filings.

The aggregate fees billed by Marcum Asia for professional

services rendered for the audit of our annual financial statements, review of the financial information included in our other required

filings with the SEC for the year ended September 30, 2024 and for the period from June 13, 2023 (inception) through September 30, 2023

totaled $127,205 and $0, respectively.

the year ended September 30, 2025, the firm of Marcum Asia CPAs LLP (“Marcum Asia”), has acted as our principal independent

registered public accounting firm.

The following is a summary of fees paid or to be paid to Marcum Asia for services rendered.

Audit fees consist of fees billed for professional services rendered for the audit of our year-end consolidated

financial statements and services that are normally provided by Marcum Asia in connection with regulatory filings.

The aggregate

fees billed by Marcum Asia for professional services rendered for the audit of our annual financial statements, review of the

financial information included in our other required filings with the SEC for the year ended September 30, 2025 and 2024 totaled

$90,176 and $127,205, respectively.

The above amounts include interim procedures and audit fees.

Audit-Related

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance

of the audit or review of our financial statements and are not reported under “Audit Fees.” We did not pay Marcum Asia for

professional services rendered for audit related fees for the year ended September 30, 2024 and for the period from June 13, 2023 (inception)

through September 30, 2023.

We did not pay Marcum Asia for tax planning and tax advice for the year ended September 30, 2024 and for the period from June

13, 2023 (inception) through September 30, 2023.

We did not pay Marcum Asia for other services for the year ended September 30, 2024 and for the period from June 13,

2023 (inception) through September 30, 2023.

Audit-related services consist of fees billed for assurance and related services that are reasonably related to

performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” We

did not pay Marcum Asia for professional services rendered for audit related fees for the year ended September 30, 2025 and

We did not pay Marcum Asia for tax planning and tax advice for the year ended September 30, 2025 and 2024.

We did not pay Marcum Asia for other services for the year ended September 30, 2025 and 2024.

Exhibits, Financial Statement Schedules.

The following documents are filed as part of this Annual Report:

Financial Statements and Supplementary Data” herein and “Index to Financial Statements”

and financial statements incorporated by reference therein commencing below.

The following exhibits are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K.

Second Amended and Restated Memorandum and Articles of Association, dated June 27, 2024.

The following documents are filed as part of

this Annual Report:

Financial Statements:

Audited Consolidated Financial Statements and Supplementary Data” herein and “Index to Audited

Consolidated Financial Statements” and audited consolidated financial statements incorporated by reference therein commencing

The following exhibits are filed

as part of, or incorporated by reference into, this Annual Report on Form 10-K.

Exhibit Number

Business Combination Agreement, dated as of October 29, 2025, by and among Eureka Acquisition Corp, Marine Thinking Inc.

and 17358750 Canada Inc.

(incorporated herein by reference to Exhibit 2.1 to Form 8-K as filed with the Securities and Exchange Commission on November 3, 2025)

Third Amended and Restated Memorandum and Articles of Associate, dated June 30, 2025.

(incorporated herein by reference to Exhibit 3.1 to Form 8-K as filed with the Securities and Exchange Commission on July 2, 2025)

3 unchanged sentences

(incorporated herein by reference to Exhibit 4.2 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)

Specimen Right Certificate (incorporated herein by reference to Exhibit 4.3 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)

Specimen Right Certificate.

(incorporated herein by reference to Exhibit 4.3 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)

Rights Agreement, dated July 2, 2024, between the Registrant and Continental Stock Transfer & Trust Company, as rights agent.

1 unchanged sentence

Description of Securities.

Unit Subscription Agreement dated July 21, 2024, between the Company and the Sponsor.

(incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)

Securities Transfer Agreement, dated June 27, 2024, between the Company, the Sponsor, and certain directors of the Company (incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)

Investment Management Trust Agreement, dated July 2, 2024, between the Company and CST, as trustee.

(incorporated herein by reference to Exhibit 10.3 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)

Registration Rights Agreement, dated July 2, 2024, between the Company, the Sponsor, and the Representative.

(incorporated herein by reference to Exhibit 10.4 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)

Letter Agreement, dated July 2, 2024, among the Company, the Sponsor, and officers and directors of the Company.

(incorporated herein by reference to Exhibit 10.5 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)

Form of the Indemnity Agreement, between the Company and the officers and directors of the Company.

(incorporated herein by reference to Exhibit 10.6 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)

Administrative Service Agreement, dated July 2, 2023, between the Company and the Sponsor.

(incorporated herein by reference to Exhibit 10.7 to Form 8-K as filed with the Securities and Exchange Commission on July 8, 2024)

Share Purchase Option dated March 20, 2025 issued by Hercules Capital Management VII Corp.

(incorporated herein by reference to Exhibit 10.1 to Form 8-K as filed with the Securities and Exchange Commission on March 24, 2025)

Indemnity Agreement dated March 20, 2025, by and between the Company and Cameron Richard Johnson, as a director of the Company.

(incorporated herein by reference to Exhibit 10.2 to Form 8-K as filed with the Securities and Exchange Commission on March 24, 2025)

Amendment to the Investment Management Trust Agreement dated June 30, 2025, between the Company and Continental Stock Transfer & Trust Company.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 3, 2025).

Promissory Note dated August 4, 2025, issued by the Company to Hercules Capital Management Corp.

(incorporated by reference to Exhibit

10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 4, 2025).

Sponsor Promissory Note dated August 25, 2025, issued by the Company to Hercules Capital Management Corp.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 27, 2025).

Promissory Note dated September 3, 2025, issued by the Company to Hercules Capital Management Corp.

(incorporated by reference to Exhibit

10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 4, 2025).

Extension Promissory Note dated October 6, 2025, issued by the Company to Hercules Capital Management Corp.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 7, 2025).

Support Agreement, dated as of October 29, 2025 by and among Hercules Capital Management Corp, Eureka Acquisition Corp and Marine Thinking Inc.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

Voting Agreement, dated as of October 29, 2025 by and among certain shareholders of Marine Thinking Inc., Eureka Acquisition Corp and Marine Thinking Inc.

(incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

Form of Registration Rights Agreement, by and among Eureka Acquisition Corp, Marine Thinking Holdings Inc., Hercules Capital Management Corp and certain other parties.

(incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

Form of Lock-Up Agreement, by Hercules Capital Management Corp and certain shareholders of Marine Thinking Inc.

(incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

Option Purchase Agreement, by and between Hercules Capital Management Corp and Marine Thinking Inc.

(incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

Assignment Agreement, by and between Marine Thinking Inc.

and 17323204 Canada Inc.

(incorporated

by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3,

Finder’s Agreement, dated April 1, 2025, by and between Eureka Acquisition Corp and Alpha Innovators Limited.

(incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2025).

Extension Promissory Note dated November 4, 2025, issued by the Company to Hercules Capital Management Corp.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 5, 2025).

Extension Promissory Note dated December 4, 2025, issued by the Company to Hercules Capital Management Corp.

(incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 8, 2025).

Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

4 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Policy Relating to Recovery of Erroneously Awarded Compensation

Policy Relating to Recovery of Erroneously Awarded Compensation (incorporated by reference to Exhibit 97 to the Annal Report on Form 10-K filed with the Securities and Exchange Commission on December 26, 2024).

Audit Committee Charter.

2 unchanged sentences

(incorporated herein by reference to Exhibit 99.2 to Form S-1 as filed with the Securities and Exchange Commission on June 28, 2024)

XBRL Instance Document – the Inline XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags

are embedded within the Inline XBRL document

XBRL Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

XBRL Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

XBRL Taxonomy Extension Presentation Linkbase Document

Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Inline XBRL Instance Document – the Inline XBRL Instance Document does not appear in the Interactive Data file because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Filed herewith

1 unchanged sentence

Form 10-K Summary.

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, thereunto duly authorized.

EUREKA ACQUISITION

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, thereunto duly authorized.

EUREKA ACQUISITION CORP

December 12, 2025

/s/ Fen Zhang

Chief Executive Officer,

Chairman and Secretary

(Principal Executive

to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons

on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer,

Chairman and Director

Chief Executive Officer, Chairman and Secretary

(Principal Executive Officer)

Pursuant to the requirements

of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

/s/ Fen Zhang

Chief Executive Officer, Chairman and Director

December 12, 2025

(Principle Executive Officer)

Financial Officer

/s/ Zhechen Wang

Chief Financial Officer

December 12, 2025

(Principal Accounting and Financial Officer)

/s/ Cameron Johnson

December 12, 2025

Cameron Johnson

/s/ Lauren Simmons

December 12, 2025

Lauren Simmons

Kevin McKenzie

/s/ Kevin McKenzie

December 12, 2025

1 unchanged sentence

EUREKA ACQUISITION CORP

INDEX TO FINANCIAL STATEMENTS

CONSOLIDATED FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Balance Sheets F-3

Statements of Operations F-4

Statements of Changes in Shareholders’ Equity F-5

Statements of Cash Flows F-6

Notes to Financial Statements F-7

REPORT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

Consolidated Balance Sheets F-3

Consolidated Statements of Operations F-4

Consolidated Statements of Changes in Shareholders’ (Deficit) Equity F-5

Consolidated Statements of Cash Flows F-6

Notes to Consolidated Financial Statements F-7

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

1 unchanged sentence

Opinion on the Financial Statements

We have audited the accompanying balance sheets

of Eureka Acquisition Corp.

(the “Company”) as of September 30, 2024 and 2023, the related statements of operations, changes

in shareholders’ equity and cash flows for the year ended September 30, 2024 and for the period from June 13, 2023 (inception) through

September 30, 2023, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of September 30, 2024 and 2023, and the

results of its operations and its cash flows for each of the year ended September 30, 2024 and for the period from June 13, 2023 (inception)

through September 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated

balance sheets of Eureka Acquisition Corp.

(the “Company”) as of September 30, 2025 and 2024, the related consolidated statements

of operation, shareholders’ (deficit) equity and cash flows for each of the two years ended September 30, 2025, and the related

notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in

all material respects, the financial position of the Company as of September 30, 2025 and 2024, and the results of its operations and

its cash flows for each of the two years ended September 30, 2025, in conformity with accounting principles generally accepted in the

United States of America.

Explanatory Paragraph – Going Concern

3 unchanged sentences

a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition,

stock purchase, reorganization or similar business combination with one or more businesses or entities on or before July 3, 2025 or January

3, 2026 if the Company enters into a business combination agreement prior to July 3, 2025 or by making additional contributions to the

trust to extend the business combination deadline by an additional 6 months through January 3, 2026.

There is no assurance that the Company

will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business

combination prior to July 3, 2025, if at all.

The Company also has no approved plan in place to extend the business combination deadline

beyond July 3, 2025 and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline

to complete a business combination is extended to a later date.

These matters raise substantial doubt about the Company’s ability

to continue as a going concern.

stock purchase, reorganization or similar business combination with one or more businesses or entities on or before January 3, 2026 or

by making additional contributions to the trust to extend the business combination deadline by an additional 6 months through July 3,

The Company entered into a business combination agreement with a business combination target on October 29, 2025;

however, the completion

of this transaction is subject to the approval of the Company’s stockholders among other conditions.

There is no assurance that

the Company will obtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to fund

its operations, and complete the transaction prior to July 3, 2026, if at all.

The Company also has no approved plan in place to extend

the business combination deadline and fund operations for any period of time after July 3, 2026, in the event that it is unable to complete

a business combination by that date.

These matters raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans with regard to these matters are also described in Note 1.

The financial statements

do not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

The financial statements do not include any adjustments

that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

1 unchanged sentence

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

2 unchanged sentences

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

1 unchanged sentence

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

As part of our audit we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

1 unchanged sentence

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

1 unchanged sentence

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Marcum Asia CPAs LLP

4 unchanged sentences

EUREKA ACQUISITION CORP

BALANCE SHEETS

September 30,

CONSOLIDATED BALANCE SHEETS

September 30,

4 unchanged sentences

Investments held in Trust Account

Liabilities and Shareholders’ Equity

Liabilities, Shares Subject to Redemption, and Shareholders’ (Deficit) Equity

Current Liabilities

Accounts payable and accrued expenses

Due to a related party

Due to related party - administrative service fee

Promissory note – related party

2 unchanged sentences

Commitments and Contingencies (Note 6)

Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 390,000,000 shares authorized, 5,750,000 shares and zero shares issued and outstanding as of September 30, 2024 and 2023, respectively

Class A ordinary shares subject to possible redemption, $ 0.0001 par value, 390,000,000 shares authorized, 2,930,233 shares and 5,750,000 shares issued and outstanding as of September 30, 2025 and 2024, respectively

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, 458,000 shares (excluding 5,750,000 shares subject to possible redemption) as of September 30, 2024 and zero shares issued and outstanding as of September 30, 2023

Class A ordinary shares, $ 0.0001 par value, 390,000,000 shares authorized, 458,000 shares (excluding 2,930,233 shares and 5,750,000 shares subject to possible redemption as of September 30, 2025 and 2024, respectively)

Class B ordinary shares, $ 0.0001 par value, 100,000,000 shares authorized, 1,437,500 shares issued and outstanding as of September 30, 2025 and 2024

1 unchanged sentence

Retained earnings (accumulated deficit)

Total Shareholders’ Equity

Total Liabilities, Shares Subject to Redemption, and Shareholders’ Equity

(1) Includes an aggregate

of up to 187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part

by the underwriters as of September 30, 2023.

As a result of the underwriter’s full exercise of their over-allotment option on

July 8, 2024, no Founder Shares are currently subject to forfeiture as of September 30, 2024.

Total Shareholders’ (Deficit) Equity

Total Liabilities, Shares Subject to Redemption, and Shareholders’ (Deficit) Equity

The accompanying notes are an integral part of

these financial statements.

these consolidated financial statements.

EUREKA ACQUISITION CORP

STATEMENTS OF OPERATIONS

Year Ended September 30,

(Inception) to

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended

September 30,

3 unchanged sentences

Interest income

Income (loss) before income taxes

Income before income taxes

Income taxes provision

Net income (loss)

Basic and diluted weighted average shares

outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, Class A ordinary shares subject to possible redemption

Basic and diluted net income per share, Class A ordinary shares subject to possible redemption

Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B ordinary shares

1,250,000 (1)

Basic and diluted net loss per share, non-redeemable Class A and Class B ordinary shares

(1) This number excludes an aggregate of up to 187,500 Class B ordinary

shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5).

The accompanying notes are an integral part of

these financial statements.

these consolidated financial statements.

EUREKA ACQUISITION CORP

STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ (DEFICIT) EQUITY

For the Year Ended September 30, 2025

2 unchanged sentences

Balance as of September 30, 2024

Accretion of carrying value to redemption value

( 2,614,400 )

( 1,796,612 )

( 4,411,012 )

Extension fees deposited into trust account

Balance as of September 30, 2025

$ ( 625,463 )

$ ( 625,273 )

For the Year Ended September 30, 2024

Ordinary Shares

Shareholders’

Balance as of September 30, 2023

Issuance of Private Placement Units

6 unchanged sentences

Balance as of September 30, 2024

For the Period from June 13, 2023 (Inception) to September 30,

Ordinary Shares

Shareholders’

Balance as of June 13, 2023 (inception)

Founder shares issued to initial shareholders (1)

Balance as of

September 30, 2023

(1) This number includes an aggregate

of up to 187,500 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part

by the underwriters (see Note 5).

The accompanying notes are an integral part of

these financial statements.

these consolidated financial statements.

EUREKA ACQUISITION CORP

STATEMENTS OF CASH FLOWS

September 30,

(inception) to

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended

September 30,

4 unchanged sentences

Interest earned on marketable securities held in Trust Account

( 2,230,500 )

Changes in operating assets and liabilities:

4 unchanged sentences

Cash Flows from Investing Activities:

Cash deposited in trust account

Cash withdrawn from Trust Account to pay public shareholder redemptions

Purchase of investment held in Trust Account

9 unchanged sentences

Repayment of due to related party

Payment of operating expenses via promissory note – related party

Payment of public shareholder redemptions

( 29,451,965 )

Payment of offering costs

Net Cash Provided by Financing Activities

( 28,951,965 )

Net Change in Cash

2 unchanged sentences

Supplemental Disclosure of Cash Flow Information:

Prepaid expenses paid via promissory note – related party

Deferred offering costs included in accrued offering costs

Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares

Deferred offering costs paid via promissory note – related party

3 unchanged sentences

The accompanying notes are an integral part of

these financial statements.

these consolidated financial statements.

EUREKA ACQUISITION CORP

NOTES TO FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1 — Organization,

Business Operation and Going Concern Consideration

Eureka Acquisition Corp (the “Company”) is a blank check

company incorporated in the Cayman Islands on June 13, 2023.

The Company was formed 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 is referred to as a “target business.” (the “Business Combination”) The Company does not have

any specific Business Combination under consideration and the Company has not (nor has anyone on its behalf), directly or indirectly,

contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction.

The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic location

but will initially focus on Asia.

The Company may consummate a Business Combination with an entity located in People’s Republic

of China (“PRC” including Hong Kong and Macau).

Further, due to the fact that a majority of the Company’s executive

officers and directors are located in or have significant ties to China, it may make us a less attractive partner to certain potential

target businesses, including non-China or non-Hong Kong-based target companies, and such perception may potentially limit

or negatively impact its search for an initial Business Combination or may therefore make it more likely for the Company to consummate

a Business Combination with a company based in or having the majority of its operations in PRC and/or Hong Kong.

The Company has

selected September 30 as its fiscal year end.

Eureka Acquisition Corp (the “Company”

or “Eureka”) is a blank check company incorporated in the Cayman Islands on June 13, 2023.

The Company was formed 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 is referred to as a “target business.” (the “Business

Combination”) The Company does not have any specific Business Combination under consideration and the Company has not (nor has anyone

on its behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise,

with respect to such a transaction.

The Company’s efforts to identify a prospective target business will not be limited to a particular

industry or geographic location but will initially focus on Asia.

The Company may consummate a Business Combination with an entity located

in People’s Republic of China (“PRC” including Hong Kong and Macau).

Further, due to the fact that a majority of

the Company’s executive officers and directors are located in or have significant ties to China, it may make us a less attractive

partner to certain potential target businesses, including non-China or non-Hong Kong-based target companies, and such perception

may potentially limit or negatively impact its search for an initial Business Combination or may therefore make it more likely for the

Company to consummate a Business Combination with a company based in or having the majority of its operations in PRC and/or Hong Kong.

The Company has selected September 30 as its fiscal year end.

As of September 30, 2025, the Company had not

28 unchanged sentences

Units” and together with the Units, collectively, the “Public Units”), generating gross proceeds of $ 7,500,000 .

Simultaneously with the consummation of the IPO and the sale of the

Units, the Company consummated the private placement of 216,750 units (the “Initial Private Placement Units”) to the Sponsor

at a price of $ 10.00 per Initial Private Placement Unit, generating total proceeds of $ 2,167,500 , which is described in Note 4.

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 Placement 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 .

Simultaneously with the consummation of the IPO

and the sale of the Units, the Company consummated the private placement of 216,750 units (the “Initial Private Placement Units”)

to the Sponsor at a price of $ 10.00 per Initial Private Placement Unit, generating total proceeds of $ 2,167,500 , which is described in

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 Placement 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 .

Transaction costs amounted to $ 1,600,914 consisting

12 unchanged sentences

is included in the offering costs.

The Company’s initial Business Combination

must occur with one or more target businesses that together have an aggregate fair market value of at least 80 % of the balance in the

Trust Account (as defined below), (less any taxes payable on interest earned) at the time of execution of the definitive agreement in

connection with its initial Business Combination.

However, the Company will only complete a Business Combination if the post-transaction company

owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target

sufficient for the post-transaction company not to be required to register as an investment company under the Investment Company

Act of 1940, as amended (the “Investment Company Act”).

The Company does not believe that its anticipated principal

activities will subject the Company to the Investment Company Act.

There is no assurance that the Company will be able to complete a Business

Combination successfully.

Upon the closing of the IPO, management has agreed

that at least $ 10.00 per Public Unit sold in the IPO would be held into a U.S.-based trust account (“Trust Account”).

The funds held in the Trust Account will be invested only in U.S.

government treasury bills with a maturity of 185 days or less,

or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest

solely in direct U.S.

The Company’s initial

Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 %

of the balance in the Trust Account (as defined below), (less any taxes payable on interest earned) at the time of execution of the definitive

agreement in connection with its initial Business Combination.

However, the Company will only complete a Business Combination if the

post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a

controlling interest in the target sufficient for the post-transaction company not to be required to register as an investment company

under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

The Company does not believe

that its anticipated principal activities will subject the Company to the Investment Company Act.

There is no assurance that the Company

will be able to complete a Business Combination successfully.

Upon the closing of the IPO, management has agreed that at least $ 10.00

per Public Unit sold in the IPO would be held into a U.S.-based trust account (“Trust Account”).

The funds held in the

Trust Account will be invested only in U.S.

government treasury bills with a maturity of 185 days or less, or in money market

funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act which invest solely in direct

government treasury or in an interest bearing or non-interest bearing demand deposit account.

Except with respect

to divided and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s

tax obligation, if any, the proceeds from the IPO and the sale of the Private Units that are deposited and held in the Trust Account will

not be released from the Trust Account until the earliest to occur of (i) the completion of the Company’s initial Business

Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the company’s

amended and restated memorandum and articles of association to (A) modify the substance or timing of obligation to redeem 100 % of

our public shares if the Company does not complete the Company’s initial 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 two times, each by an additional three months)

(the “Combination Period”) or (B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination

activity and (iii) the redemption of all of the Company’s public shares if the company are unable to complete their initial

Business Combination within Combination Period, subject to applicable law.

In no other circumstances will a public shareholder have any

right or interest of any kind to or in the Trust Account.

The Company will provide the holders of public

shares with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination either (i) in

connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer.

The Company has determined not to consummate any

Business Combination unless the Company has net tangible assets of at least $ 5,000,001 upon such consummation in order to avoid being

subject to Rule 419 promulgated under the Securities Act.

However, if the Company seeks to consummate an initial Business Combination

with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available

from the Trust Account upon consummation of such initial Business Combination, its net tangible asset threshold may limit the Company’s

ability to consummate such initial Business Combination (as the Company may be required to have a lesser number of shares redeemed) and

may force the Company to seek third party financing which may not be available on terms acceptable to the Company or at all.

the Company may not be able to consummate such an initial Business Combination and the Company may not be able to locate another suitable

target within the applicable time period, if at all.

The Company will have until July 3, 2025 (or up

to January 3, 2026 if the Company extends the period of time to consummate a Business Combination two times, each by an additional

three months) to complete its initial Business Combination.

If the Company is unable to complete its initial 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 two times,

each by an additional three months), the Company will:

(i) cease all operations except for the purpose of winding up, (ii) as

promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,

payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $ 50,000 of interest

to pay dissolution expenses (which interest shall be net of taxes payable) divided by the number of then outstanding public shares, which

redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation

distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject

to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its obligations

under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption

rights or liquidating distributions with respect to its Public Rights or private placement rights, which will expire worthless if the

Company fails to complete its initial 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 two times, each by an additional three months).

Pursuant to the terms of the Company’s amended

and restated memorandum and articles of association, in order to extend the time available for the Company to consummate its initial Business

Combination, its sponsor or its affiliates or designees, upon five days advance notice prior to the applicable deadline, must deposit

an aggregate of $ 575,000 ($ 0.10 per public share), on or prior to the date of the applicable deadline, for each three-month extension

(or up to an aggregate of $ 1,150,000 .

Except with respect to divided

and/or interest earned on the funds held in the Trust Account that may be released to the Company to pay the Company’s tax obligation,

if any, the proceeds from the IPO and the sale of the Private Units that are deposited and held in the Trust Account will not be released

from the Trust Account until the earliest to occur of (i) the completion of the Company’s initial Business Combination, (ii) the

redemption of any public shares properly tendered in connection with a shareholder vote to amend the company’s amended and restated

memorandum and articles of association to (A) modify the substance or timing of obligation to redeem 100 % of our public shares if

the Company does not complete the Company’s initial 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, each by an additional month) (the “Combination Period”) or

(B) with respect to any other provision relating to shareholders’ rights or pre-Business Combination activity and (iii) the

redemption of all of the Company’s public shares if the company are unable to complete their initial Business Combination within

Combination Period, subject to applicable law.

In no other circumstances will a public shareholder have any right or interest of any kind

to or in the Trust Account.

The Company will provide the

holders of public shares with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination

either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender

The Company has determined

not to consummate any Business Combination unless the Company has net tangible assets of at least $ 5,000,001 upon such consummation in

order to avoid being subject to Rule 419 promulgated under the Securities Act.

However, if the Company seeks to consummate an initial

Business Combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum

amount of funds available from the Trust Account upon consummation of such initial Business Combination, its net tangible asset threshold

may limit the Company’s ability to consummate such initial Business Combination (as the Company may be required to have a lesser

number of shares redeemed) and may force the Company to seek third party financing which may not be available on terms acceptable to

the Company or at all.

As a result, the Company may not be able to consummate such an initial Business Combination and the Company may

not be able to locate another suitable target within the applicable time period, if at all.

The Company currently has until January 3, 2026 (or up to July

3, 2026 if the Company extends the period of time to consummate a Business Combination) to complete its initial Business Combination.

If the Company is unable to complete its initial Business Combination by January 3, 2026 (or up to July 3, 2026 if fully extended),

the Company will:

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but

not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate

amount then on deposit in the Trust Account, including interest (less up to $ 50,000 of interest to pay dissolution expenses (which interest

shall be net of taxes payable) divided by the number of then outstanding public shares, which redemption will completely extinguish public

shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable

law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of its remaining shareholders

and its Board of Directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims

of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect

to its Public Rights or private placement rights, which will expire worthless if the Company fails to complete its initial Business Combination

by January 3, 2026 (or up to July 3, 2026 if fully extended).

On March 20, 2025, the Company’s 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.

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

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.

On September 29, 2025, 17358750 Canada Inc., a company incorporated

under the Canada Business Corporations Act and a wholly owned subsidiary of Eureka, was formed in connection with a contemplated business

combination (the “Amalgamation Sub”).

Amalgamation Sub has no principal operations or revenue producing activities.

Proposed Business Combination with Marine Thinking

On October 29, 2025, the Company 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”), an autonomous ship and fleet solution providing 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 Eureka (the “Amalgamation Sub,” together with Eureka and Marine Thinking, the “Parties, “and each,

The BCA contemplates that

the business combination among Eureka, 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”), Eureka

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”).

Upon the completion of the

SPAC Continuance, the name of Eureka 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 Eureka.

Support Agreement

Concurrently with the execution of the BCA, the

Sponsor, Eureka and Marine Thinking have entered into a support agreement (the “Support Agreement”) pursuant to which, among

other things, the Sponsor agreed to (i) vote, or cause to be voted or consented at any meeting of the shareholders of Eureka, or in any

action by written consent of the shareholders, all of its SPAC Shares (as defined in the BCA) which Eureka the Sponsor owns of record

or has the power to vote as of the record date for such meeting (the “Sponsor Shares”), (a) in favor of the approval and adoption

of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination,

and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with Marine

and (ii) not to transfer any Sponsor Shares until the Expiration Time (as defined in the Support Agreement).

Voting Agreement

Concurrent with the execution and delivery of

the BCA, Marine Thinking, Eureka, the Amalgamation Sub and certain shareholders of Marine Thinking (the “Requisite Shareholders”),

have entered into a voting agreement (the “Voting Agreement”), pursuant to which the Requisite Shareholders agreed to, among

other things, (i) vote, or cause to be voted or consented at a meeting of the holders of the common shares in the capital of Marine Thinking

(“Target Shareholders”), or in any action by written consent of the shareholders, all common shares of Marine Thinking which

the Requisite Shareholders own of record or have the power to vote (including any successor shares of Company of which ownership of record

or the power to vote is hereafter acquired by the Requisite Shareholders prior to the termination of the Company Voting Support Agreement)

(the “Subject Shares”), (a) in favor of the approval and adoption of the BCA and the Transactions contemplated thereby, and

any other matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with

other alternative business combinations other than the Business Combination with Eureka;

and (ii) not to transfer any Subject Shares until

the Expiration Time (as defined in the Voting Agreement).

Registration Rights Agreement

The BCA contemplates that, at the Closing, Eureka,

the Sponsor, each of the Target Shareholders and certain other parties named therein will enter into an amended and restated registration

rights agreement (the “Registration Rights Agreement”), pursuant to which Eureka will agree to register for resale, pursuant

to applicable securities laws and regulations, with respect to the registrable securities held by the Holders (as defined in the Registration

Rights Agreement).

Lock-Up Agreements

The BCA contemplates that at the Closing, each

of the Sponsor and certain of the Target Shareholders will enter into a lock-up agreement (collectively, the “Lock-up Agreements”),

pursuant to which (i) the Sponsor agrees on certain restrictions on transfer of SPAC Class B Shares (as defined in the BCA) held by the

Sponsor immediately prior to the Closing;

and (ii) certain of the Target Shareholders agree on certain restrictions on transfer of SPAC

Shares held by them immediately after the Closing, including any shares issuable upon the exercise of any rights, options, warrants or

other securities to purchase any SPAC Shares held by them immediately after the Closing, or any rights, options, warrants or other securities

convertible into or exercisable or exchangeable for any SPAC Shares held by them immediately after the Closing.

The lock-up period commences

on the Amalgamation Effective Time and continues until the earlier of (i) three-hundred and sixty-five (365) days after the Closing, or

(ii) the date on which Eureka completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that

results in all of Eureka’s shareholders having the right to exchange their SPAC Shares or other equity securities of Eureka for

cash, securities or other property.

Option Purchase Agreement

On July 6, 2025, the Sponsor

and Marine Thinking entered into an option purchase agreement (as amended on September 2, 2025, the “Option Purchase Agreement”),

pursuant to which the Sponsor agreed to sell to Marine Thinking, and Marine Thinking agreed to purchase from the Sponsor, an option to

purchase 583,333 SPAC Shares held by the Sponsor (the “Option Securities”) for an aggregate purchase price of $ 1,750,000 .

The aggregate exercise price of the option itself is $1.00 for all of the Option Securities.

The options are exercisable for the

period commencing on the expiration or early release of applicable transfer restrictions on the Option Securities (as provided in the

letter agreement dated July 2, 2024 entered into by and among Eureka, the Sponsor and certain other parties in connection with the IPO)

and ending on July 5, 2026.

On September 23, 2025, Marine Thinking entered into an option assignment agreement (the “Option

Assignment Agreement”) and assigned its rights, interests and obligations in whole under the Option Purchase Agreement to a company

that is owned by the current shareholders of Marine Thinking in substantially similar proportions as their respective shareholdings in

Marine Thinking.

Finder’s Agreement

On April 1, 2025, Eureka entered into a finder’s

agreement (the “Finder’s Agreement”) with Alpha Innovators Limited, a British Virgin Islands exempted company (the “Finder”),

pursuant to which the Finder agreed to introduce potential targets to Eureka.

If Eureka consummates a business combination with one or

more targets introduced by the Finder during the term of the Finder’s Agreement and a period of twelve (12) months following the

termination of the Finder’s Agreement, then Eureka shall issue to the Finder or its designated affiliates, upon the completion of

each business combination(s) and as complete and full compensation for the Finder under Finder’s Agreement, a number of SPAC Class

A Shares equal to the quotient obtained by dividing 3 % of the Company Valuation (as defined in the BCA) by the Redemption Price (as defined

June 2025 Shareholder Meeting

On June 30, 2025, the Company

held an extraordinary general meeting in lieu of an annual meeting of shareholders (the “Extraordinary General Meeting”).

At 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

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

In 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.

Trust Amendment

In 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

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 of the Company (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.

Extensions 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.

Company is unable to complete its initial Business Combination by January 3, 2026 (or up to July 3, 2026 if fully extended), the Company

(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business

days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the

Trust Account, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares,

which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further

liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,

subject to the approval of its remaining shareholders and its Board of Directors, liquidate and dissolve, subject in each case to its

obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no

redemption rights or liquidating distributions with respect to its public rights or private placement rights, which will expire worthless

if the Company fails to complete its initial Business Combination by January 3, 2026 (or up to July 3, 2026 if fully extended).

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 $ 750,000 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 $ 600,000 (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 the a business combination

or (ii) the date of expiry of the term of the Company.

The Sponsor, 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) $ 10.00 .

Going Concern Consideration

As of September 30, 2024, the Company had $ 670,352

of cash and a working capital of $ 684,474 .

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

financing and acquisition plans.

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

(assuming 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 the Business Combination might not happen within the 12-month period from the issuance date of these financial statements.

connection with the Company’s 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 the mandatory liquidation, should a Business Combination not occur, and potential

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

Therefore, management

has determined that these 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 consummate the initial Business Combination to continue

as a going concern.

As of September 30, 2025,

the Company had $ 51,431 of cash and a working capital deficit of $ 625,273 .

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 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.

audited consolidated financial statements do not include any adjustments that might result from the Company’s inability to

continue as a going concern.

Risks and Uncertainties

As a result of the military action commenced in

February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions as well as the impact

of armed conflict in Israel and the Gaza Strip commenced in October 2023, the Company’s ability to consummate a Business Combination,

or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely

In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt

financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in

third-party financing being unavailable on terms acceptable to the Company or at all.

The impact of this action and related sanctions

on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate

a Business Combination are not yet determinable.

The financial statements do not include any adjustments that might result from the outcome

of this uncertainty.

Various social and political

circumstances in the U.S.

and around the world (including rising trade tensions between the U.S.

and China, and other uncertainties regarding

actual and potential shifts in the U.S.

and foreign, trade, economic and other policies with other countries), may contribute to increased

market volatility and economic uncertainties or deterioration in the U.S.

and worldwide.

As a result of these

circumstances and the ongoing Russia/Ukraine, Hamas/Israel conflicts and/or other future global conflicts, the Company’s

ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a

Business Combination, may be materially and adversely affected.

In addition, the Company’s ability to consummate a transaction

may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of

increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the

Company or at all.

The impact of this action and related sanctions on the world economy and the specific impact on the

Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet

determinable.

The audited consolidated financial statements do not include any adjustments that might result from the outcome of

these uncertainties.

Note 2 — Significant Accounting

Basis of Presentation

The accompanying financial statements are presented

in conformity with accounting principles generally accepted in the United States of America (“U.S.

GAAP”) and pursuant

to the rules and regulations of the SEC.

In the opinion of management, all adjustments consisting of normal recurring adjustments

considered necessary for a fair presentation of the financial statements, have been included.

The accompanying audited

consolidated financial statements are presented in conformity with accounting principles generally accepted in the

United States of America (“U.S.

GAAP”) and pursuant to the rules and regulations of the SEC.

opinion of management, all adjustments consisting of normal recurring adjustments considered necessary for a fair presentation of

the financial statements, have been included.

Principles of consolidation

The audited consolidated financial

statements include the financial statements of the Company and its wholly owned subsidiaries.

All transactions and balances between

the Company and its subsidiaries have been eliminated upon consolidation.

Emerging Growth Company Status

The Company is an “emerging growth company,”

as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified

by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions

from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but

not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,

reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the

requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments

not previously approved.

Further, Section 102(b)(1) of the JOBS

Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies

(that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered

under the Exchange Act) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that

a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth

companies but any such an election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period

which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,

as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make a comparison of the Company’s financial statements with another public company which is neither an emerging growth

company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of

the potential differences in accounting standards used.

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities

Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take

advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging

growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404

of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,

and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any

golden parachute payments not previously approved.

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised

financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement

declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new

or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition

period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is

The Company has elected not to opt out of such extended transition period which means that when a standard is issued or

revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can

adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make a comparison of the

Company’s audited consolidated financial statements with another public company which is neither an emerging growth company

nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the

potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity

GAAP requires management to make 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 amounts of expenses during the reporting

The preparation of

consolidated financial statements in conformity with U.S.

GAAP requires management to make 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 amounts of expenses during the reporting period.

Actual results could differ from those estimates.

Making estimates requires management to exercise significant judgment.

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.

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.

Cash and Cash Equivalents

2 unchanged sentences

As of September 30, 2025 and 2024, the Company

had $ 670,352 and none in cash, respectively.

The Company did not have any cash equivalents as of September 30, 2024 and 2023.

had $ 51,431 and $ 670,352 in cash, respectively, and none in cash equivalents for both periods.

Concentration of Credit Risk

Financial instruments that potentially subject

the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal

the Company to concentration of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal

Depository Insurance Coverage of $ 250,000 .

3 unchanged sentences

Investment Held in Trust Account

The Company’s portfolio of investments held

in the Trust Account is comprised of investments in money market funds that invest in U.S.

The Company’s portfolio of investments held in the Trust Account

is comprised of investments in money market funds that invest in U.S.

government securities.

These securities are

presented on the balance sheet at fair value at the end of each reporting period.

Earnings on investments held in the Trust Account are

included in interest earned on investments held in the Trust Account in the accompanying statements of operations.

The estimated fair

value of investments held in the Trust Account is determined using available market information.

Costs associated with Initial Public Offering

costs were $ 1,600,914 consisting principally of underwriting, legal and other expenses incurred through the balance sheet date that were

related to the IPO and were charged to shareholders’ equity upon the completion of the IPO.

The Company complies with the requirements

of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”.

allocates offering costs among public shares, Public Rights and Private Units based on the relative fair values of public shares, Public

Rights and Private Units.

Accordingly, $ 1,554,984 was allocated to Public Shares and charged to temporary equity, and $ 45,930 was allocated

to Public Rights and Private Units and charged to shareholders’ equity.

These securities are presented on the balance

sheet at fair value at the end of each reporting period.

Earnings on investments held in the Trust Account are included in interest earned

on investments held in the Trust Account in the accompanying statements of operations.

The estimated fair value of investments held in

the Trust Account is determined using available market information.

Upon maturity of these U.S.

government securities on December 12,

2024, the Company invested the proceeds into an interest-bearing demand deposit account, which comprised of the entire balance of the

Trust Account as of September 30, 2025, generating $ 2,230,500 in interest income during the year ended September 30, 2025.

ended September 30, 2024, the Company earned $ 609,787 in interest income, which included earnings on the U.S.

government treasury bills

through their maturity date.

Offering Costs associated with Initial Public

Offering costs were $ 1,600,914 consisting principally

of underwriting, legal and other expenses incurred through the balance sheet date that were related to the IPO and were charged to shareholders’

equity upon the completion of the IPO.

The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin

(“SAB”) Topic 5A - “Expenses of Offering”.

The Company allocates offering costs among public shares, Public Rights

and Private Units based on the relative fair values of public shares, Public Rights and Private Units.

Accordingly, $ 1,554,984 was allocated

to Public Shares and charged to temporary equity, and $ 45,930 was allocated to Public Rights and Private Units and charged to shareholders’

Class A ordinary shares subject to possible

20 unchanged sentences

to complete a Business Combination.

Accordingly, as of September 30, 2024, Class A ordinary shares subject

to possible redemption are presented at redemption value as temporary equity, outside of permanent shareholders’ equity on the Company’s

balance sheet in the following table:

Accordingly, as of September

30, 2025 and 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside

of permanent shareholders’ equity on the Company’s balance sheet in the following table:

Gross proceeds from IPO

4 unchanged sentences

Accretion of carrying value to redemption value

Subsequent measurement of ordinary shares to redemption value

Class A ordinary shares subject to possible redemption – September 30, 2024

Accretion of carrying value to redemption value

Remeasurement of carrying value to redemption value

Public shareholder redemptions

( 2,819,767 )

( 29,451,965 )

Extension fees

Class A ordinary shares subject to possible redemption – September 30, 2025

Net Income (Loss) Per Ordinary Share

complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share.

The condensed statements of operations include

a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income

In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company

first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed

income (loss) is calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss)

ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.

Any remeasurement

of the accretion to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public

shareholders.

The calculation

of diluted income per ordinary share does not consider the effect of the rights issued in connection with the IPO and the Private Units

since the exercise of the units is contingent upon the occurrence of future events.

As of September 30, 2024 and 2023, the Company did

not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then

share in the earnings of the Company.

As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss)

per ordinary share for the periods presented.

The Company complies with accounting

and disclosure requirements of FASB ASC 260, Earnings Per Share.

The consolidated statements of operations include a presentation of income

(loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share.

determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the

undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is

calculated using the total net loss less any dividends paid.

The Company then allocated the undistributed income (loss) ratably based

on the weighted average number of shares outstanding between the redeemable and non-redeemable shares.

Any remeasurement of the accretion

to redemption value of the common shares subject to possible redemption was considered to be dividends paid to the public shareholders.

The calculation of diluted

income per ordinary share does not consider the effect of the rights issued in connection with the IPO and the Private Units since the

exercise of the units is contingent upon the occurrence of future events.

As of September 30, 2025 and 2024, the Company did not have

any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares that then share in

the earnings of the Company.

As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per

ordinary share for the periods presented.

The net income (loss) per share presented in the

statement of operations is based on the following:

For the Year Ended

September 30,

Net income (loss)

Accretion of Class A ordinary shares to redemption value

( 4,411,012 )

( 1,249,259 )

Net loss including accretion of Class A ordinary shares to redemption value

$ ( 3,040,259 )

$ ( 993,538 )

For the Year Ended

September 30,

For the Period from

June 13, 2023

For the Year Ended

September 30, 2024

9 unchanged sentences

$ ( 831,003 )

$ ( 469,643 )

$ ( 523,895 )

Accretion of Class A ordinary shares subject to possible redemption to redemption value

3 unchanged sentences

Fair Value of Financial Instruments

The fair value of the Company’s assets and

liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates

the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The fair value of the Company’s

assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

The Company applies ASC 820, which establishes

13 unchanged sentences

Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3—Inputs to the fair value measurement

are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets

or liabilities.

Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities.

The Company accounts for income taxes under ASC 740

5 unchanged sentences

when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for

uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement

process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.

benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.

also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition

in the Company’s financial statements.

The Company recognizes accrued interest and penalties

related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts accrued for interest

and penalties as of September 30, 2024.

The Company is currently not aware of any issues under review that could result in significant

payments, accruals or material deviation from its position.

ASC 740 also clarifies

the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition

threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken

in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by

taxing authorities.

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

Based on the Company’s evaluation, it has been concluded that there are no significant uncertain

tax positions requiring recognition in the Company’s financial statements.

The Company recognizes accrued

interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized tax benefits and no amounts

accrued for interest and penalties as of September 30, 2025.

The Company is currently not aware of any issues under review that could

result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income

14 unchanged sentences

on market conditions generally outside the control of the Company.

The estimated fair value of the option to purchase 10,000 Founder Shares is approximately $ 102,623 .

This amount will be recognized upon

completion of the business combination.

Recent Accounting Pronouncements

In 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

In November 2023, the FASB issued ASU No.

In November 2023, the FASB

issued ASU No.

2023-07, 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 2023-07.

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.

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 adopted ASU 2023-07 in the annual report for the year

ended September 30, 2025 (see Note 9).

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic

Improvements to Income Tax Disclosures (“ASU 2023-09”), which enhances the transparency and usefulness of income tax

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.

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 consolidated financial statements.

Management does not believe that any other recently

1 unchanged sentence

Note 3 — Initial Public

On July 3, 2024, the Company sold 5,000,000 Units, at a price of $ 10.00

Each Unit consists of one Class A ordinary share, par value $ 0.0001 per share and one right (the “Public Right”).

Each Public Right entitles the holder to purchase one-fifth (1/5) of one Class A ordinary share upon the consummation of the Company’s

initial Business Combination.

On July 3, 2024, the Company sold 5,000,000 Units,

at a price of $ 10.00 per Unit.

Each Unit consists of one Class A ordinary share, par value $ 0.0001 per share and one right (the “Public

Each Public Right entitles the holder to purchase one-fifth (1/5) of one Class A ordinary share upon the consummation of

the Company’s initial Business Combination.

The Company will not issue fractional shares.

As a result, the holder must hold Public Rights in multiples

of five (5) in order to receive shares for all of their Public Rights upon closing of a Business Combination.

The Company also granted

the underwriters a 45 -day option to purchase up to an additional 750,000 units to cover over-allotments, if any.

2024, the underwriter notified the Company of its exercise of Over-Allotment Option in full to purchase an additional 750,000

Option Units of the Company.

On July 8, 2024, 750,000 Option Units were sold to the underwriters at an offering price of $ 10.00

per Option Unit, generating gross proceeds of $ 7,500,000 .

As a result, the holder must hold

Public Rights in multiples of five (5) in order to receive shares for all of their Public Rights upon closing of a Business Combination.

The Company also granted the underwriters a 45 -day option to purchase up to an additional 750,000 units to cover over-allotments,

On July 3, 2024, the underwriter notified the Company of its exercise of Over-Allotment Option in full to purchase

an additional 750,000 Option Units of the Company.

On July 8, 2024, 750,000 Option Units were sold to the underwriters at an

offering price of $ 10.00 per Option Unit, generating gross proceeds of $ 7,500,000 .

Note 4 — Private Placement

7 unchanged sentences

proceeds of $ 112,500 .

There will be no redemption rights or liquidating

distributions from the Trust Account with respect to the Founder Shares (as defined below), the Class A ordinary shares included in the

Private Units (the “Private Shares”) or private placement rights.

The rights will expire worthless if the Company does not

consummate 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 up to two times, each by an additional three months).

There will be no redemption rights or liquidating distributions from

the Trust Account with respect to the Founder Shares (as defined below), the Class A ordinary shares included in the Private Units (the

“Private Shares”) or private placement rights.

The rights will expire worthless if the Company does not consummate a Business

Combination by January 3, 2026 (or up to July 3, 2026 if the Company extends the period of time to consummate a Business Combination).

Each Private Unit are identical to the Public

23 unchanged sentences

All shares and associated amounts have been retroactively restated to reflect the new issuance.

The Founder Shares are identical to the Class A

ordinary shares included in the Public Units being sold in the IPO, and holders of Founder Shares have the same shareholder rights

as public shareholders, except that (i) holders of the Founder Shares have the right to vote on the election of directors prior to

its initial Business Combination, (ii) the Founder Shares are subject to certain transfer restrictions, as described in more detail

below, and (iii) the Sponsor, officers and directors of the Company have entered into a letter agreement with the Company, pursuant

to which they have agreed (A) to waive their redemption rights with respect to the Founder Shares, Private Shares and public shares

in connection with the completion of its initial Business Combination and (B) to waive their rights to liquidating distributions

from the Trust Account with respect to the Founder Shares and Private Shares if the Company fails to complete its initial 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 up to two times,

each by an additional three months), although they will be entitled to liquidating distributions from the Trust Account with respect

to any public shares they hold if the Company fails to complete its initial Business Combination within such time period and (iii) the

Founder Shares and Private Shares are subject to registration rights.

If the Company submits its initial Business Combination to its public

shareholders for a vote, the Sponsor, and its officers and directors have agreed (and their permitted transferees will agree), pursuant

to the terms of a letter agreement entered into with the Company, to vote any Founder Shares and the Private Shares held by them and any

public shares purchased during or after the IPO in favor of its initial Business Combination.

The Class B ordinary shares will automatically

convert into Class A ordinary shares at the time of its initial Business Combination on a one-for-one basis, subject to adjustment

for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided

herein and in its amended and restated memorandum and articles of association.

In the case that additional Class A ordinary shares,

or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of the Business

Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares will be adjusted (unless

the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution adjustment with

respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class B

ordinary shares will equal, in the aggregate, 20 % of the sum of all ordinary shares outstanding upon completion of the IPO (excluding

the Private Shares and the Representative Shares) plus all Class A ordinary shares and equity-linked securities issued or deemed

issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller

in the initial Business Combination or any private placement-equivalent units issued to its sponsor or its affiliates upon conversion

of loans made to the Company).

Holders of Founder shares may also elect to convert their Class B ordinary shares into an equal number

of Class A ordinary shares, subject to adjustment as provided above, at any time.

The term “equity-linked securities”

refers to any debt or equity securities that are convertible, exercisable or exchangeable for its Class A ordinary shares issued

in a financing transaction in connection with its initial Business Combination, including but not limited to a private placement of equity

Securities could be “deemed issued” for purposes of the conversion adjustment if such shares are issuable upon the

conversion or exercise of convertible securities, warrants or similar securities.

The Founder Shares are identical to the Class A ordinary shares

included in the Public Units being sold in the IPO, and holders of Founder Shares have the same shareholder rights as public shareholders,

except that (i) holders of the Founder Shares have the right to vote on the election of directors prior to its initial Business Combination,

(ii) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (iii) the Sponsor,

officers and directors of the Company have entered into a letter agreement with the Company, pursuant to which they have agreed (A) to

waive their redemption rights with respect to the Founder Shares, Private Shares and public shares in connection with the completion of

its initial Business Combination and (B) to waive their rights to liquidating distributions from the Trust Account with respect to

the Founder Shares and Private Shares if the Company fails to complete its initial Business Combination by January 3, 2026 (or up to July

3, 2026 if the Company extends the period of time to consummate a Business Combination), although they will be entitled to liquidating

distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete its initial Business

Combination within such time period and (iii) the Founder Shares and Private Shares are subject to registration rights.

If the Company

submits its initial Business Combination to its public shareholders for a vote, the Sponsor, and its officers and directors have agreed

(and their permitted transferees will agree), pursuant to the terms of a letter agreement entered into with the Company, to vote any Founder

Shares and the Private Shares held by them and any public shares purchased during or after the IPO in favor of its initial Business Combination.

The Class B ordinary shares

will automatically convert into Class A ordinary shares at the time of its initial Business Combination on a one-for-one basis,

subject to adjustment for share splits, share capitalizations, reorganizations, recapitalizations and the like, and subject to further

adjustment as provided herein and in its amended and restated memorandum and articles of association.

In the case that additional Class A

ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the

closing of the Business Combination, the ratio at which Class B ordinary shares shall convert into Class A ordinary shares

will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary shares agree to waive such anti-dilution

adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion

of all Class B ordinary shares will equal, in the aggregate, 20 % of the sum of all ordinary shares outstanding upon completion of

the IPO (excluding the Private Shares and the Representative Shares) plus all Class A ordinary shares and equity-linked securities

issued or deemed issued in connection with the Business Combination (excluding any shares or equity-linked securities issued, or to be

issued, to any seller in the initial Business Combination or any private placement-equivalent units issued to its sponsor or its affiliates

upon conversion of loans made to the Company).

Holders of Founder shares may also elect to convert their Class B ordinary shares

into an equal number of Class A ordinary shares, subject to adjustment as provided above, at any time.

The term “equity-linked

securities” refers to any debt or equity securities that are convertible, exercisable or exchangeable for its Class A ordinary

shares issued in a financing transaction in connection with its initial Business Combination, including but not limited to a private

placement of equity or debt.

Securities could be “deemed issued” for purposes of the conversion adjustment if such shares

are issuable upon the conversion or exercise of convertible securities, warrants or similar securities.

With certain limited exceptions, the Founder Shares

8 unchanged sentences

Promissory Note — Related Party

On September 30, 2023, the Sponsor agreed

to loan the Company up to $ 500,000 (the “Promissory Note”) to be used for a portion of the expenses of the IPO.

is non-interest bearing, unsecured and is due at the earlier of (1) the closing of the IPO or (2) the date on which the Company

determines not to conduct an initial public offering of its securities, unless accelerated upon the occurrence of an Event of Default.

The outstanding loan balance of $ 481,511 was repaid upon the closing of the IPO out of the offering proceeds not held in the Trust Account

on July 3, 2024.

There was $0 and $ 104,011 outstanding under the Promissory Note as of September 30, 2024 and 2023, respectively.

On September 30, 2023,

the Sponsor agreed to loan the Company up to $ 500,000 (the “Promissory Note”) to be used for a portion of the expenses of

This loan is non-interest bearing, unsecured and is due at the earlier of (1) the closing of the IPO or (2) the date

on which the Company determines not to conduct an initial public offering of its securities, unless accelerated upon the occurrence of

an Event of Default.

The outstanding loan balance of $ 481,511 was repaid upon the closing of the IPO out of the offering proceeds not

held in the Trust Account on July 3, 2024.

On August 4, 2025 and September

3, 2025, in relation to the Sponsor’s payment of the Monthly Extension Fee, the Company issued two unsecured promissory notes (“Extension

Notes”) to the Sponsor, amounting to a total of $ 300,000 .

Each Extension Note has a principal sum of $ 150,000 , bears no interest

and is payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date

of expiry of the term of the Company.

The Sponsor, 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.

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 .

As of September 30, 2025 and 2024, $ 300,000 and

$ 0 were outstanding under all the Extension Notes.

Working Capital Loans

In addition, in order to finance transaction costs

in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors may, but are not

obligated to, loan the Company funds as may be required.

If the Company completes the initial Business Combination, it would repay such

loaned amounts.

In the event that the initial Business Combination does not close, the Company may use a portion of the working capital

held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

to $ 1,500,000 of such working capital loans (“Working Capital Loans”) made by the Sponsor, the Company’s officers and

directors, or the Company’s or their affiliates to the Company prior to or in connection with its initial Business Combination may

be convertible into units, at a price of $ 10.00 per unit at the option of the lender, upon consummation of its initial Business Combination.

In addition, in order to finance

transaction costs in connection with an intended initial Business Combination, the Sponsor, the Company’s officers and directors

may, but are not obligated to, loan the Company funds as may be required.

If the Company completes the initial Business Combination,

it would repay such loaned amounts.

In the event that the initial Business Combination does not close, the Company may use a portion

of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used

for such repayment.

Up to $ 1,500,000 of such working capital loans (“Working Capital Loans”) made by the Sponsor, the Company’s

officers and directors, or the Company’s or their affiliates to the Company prior to or in connection with its initial Business

Combination may be convertible into units, at a price of $ 10.00 per unit at the option of the lender, upon consummation of its initial

Business Combination.

The units would be identical to the Private Units.

As of September 30, 2024 and September 30,

2023, the Company had no borrowings under the Working Capital Loans.

On August 25, 2025, the Company

issued an unsecured promissory note (the “Working Capital Note” 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 Note bears no interest and

is payable in full upon the earlier to occur of (i) the consummation of the Company’s business combination or (ii) the date of expiry

of the term of the Company.

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.

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 .

As of September 30, 2025 and 2024, the Company had $ 200,000 and $ 0 outstanding under the Working

Capital Note.

Administrative Support Services

Commencing on the effective date of the registration statement of the

IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial

and administrative support.

Upon completion of its initial Business Combination or its liquidation, the Company will cease paying these

monthly fees.

The Company incurred $ 30,000 for the year ended September 30, 2024, of which $ 10,000 was included in the amount due to a

related party.

Commencing on the effective date of the registration

statement of the IPO, the Company has agreed to pay an affiliate of the Sponsor a total of $ 10,000 per month for office space, utilities

and secretarial and administrative support.

Upon completion of its initial Business Combination or its liquidation, the Company will cease

paying these monthly fees.

For the years ended September 30, 2025 and 2024, the Company incurred expenses of $ 120,000 and $ 10,000 , respectively,

of which $ 50,000 was included in accrued expenses on the balance sheet as of September 30, 2025 and $10,000 was included in the amount

due to a related party as of September 30, 2024.

Note 6 — Commitments and

19 unchanged sentences

Additionally,

the underwriters was entitled to acquire the Company’s 200,000 Class A ordinary shares (or up to 230,000 shares of Class A

the underwriter was entitled to acquire the Company’s 200,000 Class A ordinary shares (or up to 230,000 shares of Class A

ordinary shares if the underwriters’ over-allotment is exercised in full) that were registered in the IPO and were paid at the closing

8 unchanged sentences

to the underwriter with a fair value of $ 39,300 .

Advisory Agreements

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 deemed by the Company to be success fees, and 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 audited consolidated 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

Note 7 — Shareholders’

4 unchanged sentences

2024, there were no preference shares issued or outstanding.

Class A Ordinary Share — The

Company is authorized to issue 390,000,000 Class A ordinary shares with $ 0.0001 par value.

There were 458,000 Class A ordinary shares

issued or outstanding (excluding 5,750,000 Class A ordinary shares subject to possible redemption) as of September 30, 2024.

no Class A ordinary shares issued or outstanding as of September 30, 2023.

Class B Ordinary Share — The

Company is authorized to issue 100,000,000 Class B ordinary shares with $ 0.0001 par value.

In July 2023 and September 2023,

the Company issued an aggregate of 1,437,500 Founder Shares to the Sponsor for an aggregate purchase price of $ 25,000 , or approximately

$ 0.02 per share, of which an aggregate of up to 187,500 shares were subject to forfeiture for no consideration to the extent

that the underwriter’s over-allotment option was not exercised in full or in part, so that the initial shareholder would collectively

own 20 % of the Company’s issued and outstanding ordinary shares after the IPO (assuming they do not purchase any Units in the

IPO and excluding the Class A ordinary shares underlying the Placement Units).

As a result of the underwriters’ exercise of

their over-allotment option in full on July 8, 2024, all 187,500 Class B ordinary shares were no longer subject to forfeiture.

As of September

30, 2024 and 2023, there were 1,437,500 Class B ordinary shares issued and outstanding,

Prior to the initial Business Combination, only

holders of Class B ordinary shares will have the right to vote in the election of directors.

Holders of its Class A ordinary

shares will not be entitled to vote on the election of directors during such time.

These provisions of the Company’s amended and

restated memorandum and articles of association with class rights may not be amended without a resolution passed by holders of at least

two thirds of the Company’s ordinary shares who are eligible to vote and attend and vote in a general meeting of the Company’s

Class A Ordinary

Share — The Company is authorized to issue 390,000,000 Class A ordinary shares with $ 0.0001 par value.

of September 30, 2025 and 2024, 458,000 Class A ordinary shares were issued or outstanding, excluding 2,930,233 and 5,750,000 shares

subject to possible redemption as of September 30, 2025 and 2024, respectively.

Class B Ordinary

Share — The Company is authorized to issue 100,000,000 Class B ordinary shares with $ 0.0001 par value.

July 2023 and September 2023, the Company issued an aggregate of 1,437,500 Founder Shares to the Sponsor for an aggregate

purchase price of $ 25,000 , or approximately $ 0.02 per share, of which an aggregate of up to 187,500 shares were subject to

forfeiture for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in

part, so that the initial shareholder would collectively own 20 % of the Company’s issued and outstanding ordinary shares after

the IPO (assuming they do not purchase any Units in the IPO and excluding the Class A ordinary shares underlying the Placement

As a result of the underwriters’ exercise of their over-allotment option in full on July 8, 2024, all 187,500 Class B ordinary

shares were no longer subject to forfeiture.

As of September 30, 2025 and 2024, there were 1,437,500 Class B ordinary shares issued and

Prior to the initial Business

Combination, only holders of Class B ordinary shares will have the right to vote in the election of directors.

Holders of its Class A

ordinary shares will not be entitled to vote on the election of directors during such time.

These provisions of the Company’s amended

and restated memorandum and articles of association with class rights may not be amended without a resolution passed by holders of at

least two thirds of the Company’s ordinary shares who are eligible to vote and attend and vote in a general meeting of the Company’s

shareholders.

5 unchanged sentences

a one-for-one basis, subject to adjustment pursuant to the Company’s amended and restated memorandum and articles of association.

Each holder of a right will receive one-fifth (1/5)

of one Class A ordinary share upon consummation of its initial Business Combination, even if the holder of such right redeemed all

Class A ordinary shares held by it in connection with the initial Business Combination.

No additional consideration will be required

to be paid by a holder of rights in order to receive its additional shares upon consummation of an initial Business Combination, as the

consideration related thereto has been included in the unit purchase price paid for by investors in the IPO.

If the Company enters into

a definitive agreement for a Business Combination in which the Company will not be the surviving entity, the definitive agreement will

provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary shares will receive

in the transaction on an as-converted into ordinary share basis, and each holder of a right will be required to affirmatively convert

its rights in order to receive the one-fifth (1/5) share underlying each right (without paying any additional consideration)

upon consummation of the Business Combination.

More specifically, the right holder will be required to indicate its election to convert

the rights into underlying shares as well as to return the original rights certificates to the Company.

Each holder of a right will

receive one-fifth (1/5) of one Class A ordinary share upon consummation of its initial Business Combination, even if the holder

of such right redeemed all Class A ordinary shares held by it in connection with the initial Business Combination.

No additional

consideration will be required to be paid by a holder of rights in order to receive its additional shares upon consummation of an initial

Business Combination, as the consideration related thereto has been included in the unit purchase price paid for by investors in the

If the Company enters into a definitive agreement for a Business Combination in which the Company will not be the surviving entity,

the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A

ordinary shares will receive in the transaction on an as-converted into ordinary share basis, and each holder of a right will be

required to affirmatively convert its rights in order to receive the one-fifth (1/5) share underlying each right (without paying

any additional consideration) upon consummation of the Business Combination.

More specifically, the right holder will be required to

indicate its election to convert the rights into underlying shares as well as to return the original rights certificates to the Company.

The shares issuable upon conversion of the rights

13 unchanged sentences

Accordingly, the rights may expire

Note 8 — Fair Value

The fair value of the Company’s financial

assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale

of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the

measurement date.

In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of

observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions

about how market participants would price assets and liabilities).

The following fair value hierarchy is used to classify assets and liabilities

based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Quoted prices in active markets for identical assets or liabilities.

An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Observable inputs other than Level 1 inputs.

Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

The following table presents information about

the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2024 and indicates the fair value

hierarchy of the valuation inputs the Company utilized to determine such fair value.

Note 8 — Fair Value Measurements

The following table present information about

the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2024 (there were no such assets as

of September 30, 2025), and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.

September 30,

Quoted Prices in

Other Unobservable

Marketable securities held in Trust Account

Note 9 — Segment Information

ASC Topic 280, “Segment

Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products,

services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate

financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding

how to allocate resources and assess performance.

The Company has adopted the guidance in ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures, in the accompanying financial statements.

The Company’s chief operating decision maker

has been identified as the Chief Executive Officer (“CODM”), who reviews the operating results for the Company as a whole

to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company

only has one operating and reportable segment.

When evaluating the Company’s performance and making key decisions

regarding resource allocation the CODM reviews key metrics, which include the following:

For the Year Ended

September 30,

General and administrative expenses

Interest earned on investments held in Trust Account

The key measures of segment

profit or loss reviewed by the CODM are general and administrative expenses and interest earned on investments held in Trust Account.

General and administrative expenses are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available

to complete a business combination within the business combination period.

The CODM also reviews general and administrative expenses

to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

Interest earned

on investments held in Trust Account are reviewed to measure and monitor shareholder value and determine the most effective strategy

of investment with the Trust Account funds while maintaining compliance with the trust agreement.

Note 10 — Subsequent Events

The Company evaluated subsequent events and transactions

that occurred after the balance sheet date through the date when these financial statements were issued.

Based on this review, the Company

did not identify any subsequent events that would require adjustment or disclosure in the financial statements.

The Company evaluated

subsequent events and transactions that occurred after the balance sheet date through the date when these audited consolidated

financial statements were issued.

Based on this review, the Company identified the following subsequent events that would require

adjustment or disclosure in the financial statements.

Proposed Business Combination with Marine

On October 29, 2025, the Company entered into

the BCA with Marine Thinking, an autonomous ship and fleet solution providing company incorporated under the CBCA and Amalgamation Sub.

The BCA contemplates that the business combination

among Eureka, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the Amalgamation

Effective Time, Eureka 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.

Upon the completion of the SPAC Continuance,

the name of Eureka 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, Marine Thinking and the Amalgamation Sub shall amalgamate and continue as one company,

being 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.

Following the Amalgamation Effective Time, Amalco will become a direct wholly owned

subsidiary of Eureka.

Support Agreement

Concurrently with the execution of the BCA, the

Sponsor, Eureka and Marine Thinking have entered the Support Agreement pursuant to which, among other things, the Sponsor agreed to (i)

vote, or cause to be voted or consented at any meeting of the shareholders of Eureka, or in any action by written consent of the shareholders,

all of its Sponsor Shares, (a) in favor of the approval and adoption of the BCA and the Transactions contemplated thereby, and any other

matter reasonably necessary to the consummation of the Business Combination, and (b) against the proposals in connection with other alternative

business combinations other than the Business Combination with Marine Thinking;

and (ii) not to transfer any Sponsor Shares until the

Expiration Time (as defined in the Support Agreement).

Voting Agreement

Concurrent with the execution and delivery of

the BCA, Marine Thinking, Eureka, the Amalgamation Sub and the Requisite Shareholders have entered into the Voting Agreement, pursuant

to which the Requisite Shareholders agreed to, among other things, (i) vote, or cause to be voted or consented at a meeting of the Target

Shareholders, or in any action by written consent of the shareholders, all the Subject Shares, (a) in favor of the approval and adoption

of the BCA and the Transactions contemplated thereby, and any other matter reasonably necessary to the consummation of the Business Combination,

and (b) against the proposals in connection with other alternative business combinations other than the Business Combination with Eureka;

and (ii) not to transfer any Subject Shares until the Expiration Time (as defined in the Voting Agreement).

Registration Rights Agreement

The BCA contemplates

that, at the Closing, Eureka, the Sponsor, each of the Target Shareholders and certain other parties named therein will enter into the

Registration Rights Agreement, pursuant to which Eureka will agree to register for resale, pursuant to applicable securities laws and

regulations, with respect to the registrable securities held by the Holders (as defined in the Registration Rights Agreement).

Lock-Up Agreements

The BCA contemplates that at the Closing, each

of the Sponsor and certain of the Target Shareholders will enter into a Lock-up Agreement, pursuant to which (i) the Sponsor agrees on

certain restrictions on transfer of SPAC Class B Shares (as defined in the BCA) held by the Sponsor immediately prior to the Closing;

and (ii) certain of the Target Shareholders agree on certain restrictions on transfer of SPAC Shares held by them immediately after the

Closing, including any shares issuable upon the exercise of any rights, options, warrants or other securities to purchase any SPAC Shares

held by them immediately after the Closing, or any rights, options, warrants or other securities convertible into or exercisable or exchangeable

for any SPAC Shares held by them immediately after the Closing.

The lock-up period commences on the Amalgamation Effective Time and continues

until the earlier of (i) three-hundred and sixty-five (365) days after the Closing, or (ii) the date on which Eureka completes a liquidation,

merger, capital stock exchange, reorganization or other similar transaction that results in all of Eureka’s shareholders having

the right to exchange their SPAC Shares or other equity securities of Eureka for cash, securities or other property.

Term Extensions

On October 31, 2025 and December 2, 2025, the

Company deposited the Monthly Extension Fee of $ 150,000 each time into the Trust Account for the public shareholders, which enables the

Company to extend the period of time it has to consummate its initial business combination by two months from November 3, 2025 to January

On November 4, 2025 and December 4, 2025, the

Company issued two Extension Notes to the Sponsor, each representing an aggregate principal amount of $ 150,000 , in connection with the

payment of Monthly Extension Fee.

Each Extension Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation

of the Company’s Business Combination or (ii) the date of expiry of the term of the Company.

The Sponsor, has the right, but not

the obligation, to convert the Extension Note, in whole or in part, respectively, into Conversion Units, each consisting of one Class

A ordinary share, par value $ 0.0001 per 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 Extension 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 .

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 9A. Controls and Procedures