What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-07-23 compared with 2026-05-15 · 90 added, 165 removed, 159 unchanged (62% of the section changed)

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recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target

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

but will initially focus in Asia.

We presently have no revenue, have had losses

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business combination will be successful.

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

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.

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

Amendment No.

1 to Business Combination Agreement

with Marine Thinking

On June 12, 2026, the Company entered into an

amendment No.

1 to the business combination agreement dated October 29, 2025 (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, and 17358750 Canada Inc., a company incorporated under the

CBCA and a wholly-owned subsidiary of Eureka (the “Amalgamation Sub,” together with the Company and Marine Thinking, the “Parties,

“and each, a “Party”), pursuant to which the Parties agreed to revise Section 5.19 thereof to revise the requirements

for the post-closing directors of the Company.

June 2026 Shareholder Meeting

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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

of the Company approved the proposal (the “Charter Amendment Proposal”) to amend the Company’s Third Amended and Restated

Memorandum and Articles of Association, which provided that the Company has until July 3, 2025 to complete a business combination, and

may elect to extend the period to consummate a business combination up to two times, each by an additional three-month extension, for

a total of up to six months to January 3, 2026, be deleted in their entirety and the substitution in their place of the Third Amended

and Restated Memorandum and Articles of Association (the “Current Charter”) to provide that the Company has until July 3,

2025 to complete a business combination, and may elect to extend the period to consummate a business combination up to 12 times, each

by an additional one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3, 2026.

agreed that it would not withdraw any interest from the Trust Account (as defined below) for payment of dissolution expenses.

In connection with the Extraordinary General Meeting,

2,819,767 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”) were rendered

for redemption, and approximately $29 million was released from the Trust Account (as defined below) to pay such redeeming shareholders.

may elect to extend the period to consummate a business combination up to 12 times, each by an additional one-month extension (the “Monthly

Extension”), for a total of up to 12 months to July 3, 2026, be deleted in their entirety and the substitution in their place of

the Fourth Amended and Restated Memorandum and Articles of Association (the “Current Charter”) to provide that the Company

has until July 3, 2026 to complete a business combination, and may elect to extend the period to consummate a business combination up

to 12 times, each by an additional one-month extension (the “Monthly Extension”), for a total of up to 12 months to July 3,

In connection with the Extraordinary General

Meeting, 2,655,132 Class A ordinary shares, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares”)

were rendered for redemption, and on July 7, 2026, approximately $30.39 million was released from the Trust Account (as defined

below) 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 “Trustee”).

the Company entered into an amendment to the trust agreement dated July 2, 2024, as amended (the “Trust Amendment”), by and

between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (the “Trustee”).

The Trust Amendment provides that, among other

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Pursuant to the Current Charter, the Company currently

has until June 3, 2026 (or up to July 3, 2026 if fully extended) to complete its business combination (the “Combination Period”).

has until August 3, 2026 (or up to July 3, 2027 if fully extended) to complete its business combination (the “Combination Period”).

If the Company is unable to complete its initial Business Combination by the Combination Period, the Company will:

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capital, $1,050,000 was paid by the Sponsor and $608,253.03 was paid by Marine Thinking, respectively.

In connection with the payment of

the Monthly Extension Fee, the Company issued seven unsecured promissory notes in the aggregate principal amount of $1,050,000 (the “Sponsor

Extension Notes”) to the Sponsor, and three unsecured promissory notes in the aggregate principal amount of $450,000 to Marine Thinking

(the “Target Extension Notes” and, together with the Sponsor Extension Notes”, collectively, the “Extension Notes”),

respectively.

The Extension Notes bear no interest and are payable in full upon the earlier to occur of (i) the consummation of a business

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

The payees of the Extension Notes have the right, but not the obligation,

to convert the Extension Notes, 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 payees in connection with such conversion shall be an amount

determined by dividing (x) the sum of the outstanding principal amount payable to such payee by (y) $10.00.

In connection with the payment

of the Monthly Extension Fee, the Company issued seven unsecured promissory notes in the aggregate principal amount of $1,050,000 (the

“Sponsor Extension Notes”) to the Sponsor, and five unsecured promissory notes in the aggregate principal amount of $608,253.03

to Marine Thinking (the “Target Extension Notes” and, together with the Sponsor Extension Notes”, collectively, the

“Extension Notes”), respectively.

The Extension Notes bear no interest and are payable in full upon the earlier to occur of

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

The payees of the Extension Notes

have the right, but not the obligation, to convert the Extension Notes, 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 payees in connection with such

conversion shall be an amount determined by dividing (x) the sum of the outstanding principal amount payable to such payee by (y) $10.00.

Nasdaq Noncompliance Letter

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days, or until May 21, 2026, to submit a plan to regain compliance with the Minimum Public Holders Rule.

If the Company is unable to regain

compliance by that date, the Company intends to submit a plan to regain compliance with the Minimum Public Holders Rule within the required

If Nasdaq accepts the Company’s compliance plan, then Nasdaq may grant the Company an extension of up to180 calendar

days from the date of the Notice to evidence compliance.

If Nasdaq does not accept the Company’s plan, then the Company will have

the opportunity to appeal that decision to a Nasdaq Hearings Panel.

On May 20, 2026, the Company

submitted a plan to regain compliance with the Minimum Public Holders Rule with Nasdaq.

On June 5, 2026, the Company received a notification

letter from Nasdaq stating that the Nasdaq Staff had determined to grant the Company an extension of time through October 3, 2026 to regain

compliance with the Minimum Public Holders Rule.

Results of Operations and Known Trends or Future

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compliance), as well as for expenses associated with the search for target opportunities.

For the three months ended March 31, 2026,

we had a net income of $149,356, which consisted of general and administrative expenses of $123,500 offset by interest income from the

Trust Account of $272,856.

For the three months ended March 31, 2025,

we had a net income of $407,876, which consisted of interest income from the Trust Account”) of $594,603, partially offset by general

and administrative expenses of $186,727.

For the six months ended March 31, 2026, we had a net income of $31,067, which consisted of interest income from the Trust Account of

$572,209, partially offset by general and administrative expenses of $541,142.

For the three months ended June 30, 2026, we

had a net income of $79,232, which consisted of interest income from the Trust Account of $278,500, partially offset by general and administrative

expenses of $199,268.

For the three months ended June 30, 2025, we had

a net income of $354,378, which consisted of interest income from the Trust Account of $605,749, partially offset by general and administrative

expenses of $251,371.

For the nine months ended June 30, 2026, we had

a net income of $110,299, which consisted of interest income from the Trust Account of $850,709, partially offset by general and administrative

expenses of $740,410.

Cash used in operating activities was $553,704.

in operating assets and liabilities provided $141,333 of cash for operating activities.

For the six months ended March 31, 2025, we had

Changes in operating assets and liabilities provided $186,706 of

cash for operating activities.

For the nine months ended June 30, 2025, we had

a net income of $1,304,272, which consisted of interest income from the Trust Account of $1,894,408, partially offset by general and administrative

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Liquidity and Capital Resources

As of March 31, 2026, we had cash of $151,622

available for working capital needs.

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

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

To the extent that our share capital

is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the Trust Account

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

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

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

Such funds could also be used to repay

any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the

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

As of June 30, 2026, we had cash of $22,727 available

for working capital needs.

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

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

To the extent that our share capital is used in whole

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

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

Such working capital

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

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

Such funds could also be used to repay any operating expenses

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

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

If our estimates of the costs of undertaking in-depth

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

As of March 31, 2026, the Company had $151,622

of cash and a working capital deficit of $2,066,415.

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

of its financing and acquisition plans.

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

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

In addition, the Company has until July 3, 2026 to consummate the

initial business combination assuming full extensions.

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

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

memorandum and articles of association.

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

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

date of these financial statements.

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

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

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

subsequent dissolution, 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

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

to continue as a going concern.

As of June 30, 2026, the Company had $22,727

of cash and a working capital deficit of $33,103,127 (including public shareholder redemption payable of $30,387,444).

The Company has

incurred and expects to continue to incur significant costs in pursuit of its financing and acquisition plans.

The Company currently has

no commitments in place to receive such financing and there is no assurance that the Company’s plans to raise capital will be successful.

In addition, the Company has until August 3, 2026 (or up to July 3, 2027, if extended) to consummate the initial business combination

assuming full extensions.

If the Company does not complete a business combination within the Combination Period, the Company will trigger

an automatic winding up, dissolution and liquidation pursuant to the terms of the amended and restated memorandum and articles of association.

Notwithstanding management’s belief that the Company would have sufficient funds to execute its business strategy, there is a possibility

that business combination might not be completed within the 12-month period from the issuance date of these financial statements.

connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s

Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern”, management has

determined that the mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution, along with the

need to receive additional financing, raise substantial doubt about the Company’s ability to continue as a going concern until the

earlier of the consummation of the Business Combination or the date the Company is required to liquidate.

The unaudited condensed consolidated

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

The Company has entered into several agreements

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We have no obligations, assets or liabilities

that would be considered off-balance sheet arrangements as of March 31, 2026.

that would be considered off-balance sheet arrangements as of June 30, 2026.

We do not participate in transactions that create relationships

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Contractual Obligations

As of March 31, 2026, we do not have any long-term debt,

As of June 30, 2026, we do not have any long-term debt,

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

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The Company is currently evaluating the impact that

the adoption of ASU 2025-11 will have on its condensed financial statements and related disclosures.

the adoption of ASU 2025-11 will have on its unaudited condensed financial statements and related disclosures.

Management does not believe that any other recently

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

What changed 10-Q

Item 2. Management’s Discussion and Analysis