{"url_path":"/sec/eurku/8-k/2026-06-10/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-10","source_url":"https://www.sec.gov/Archives/edgar/data/2000410/0001213900-26-067308-index.html","accession_number":"0001213900-26-067308","cik":"0002000410","ticker":"EURK","issuer_name":"Eureka Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2000410/0001213900-26-067308-index.html","primary_entity_key":"0002000410","primary_entity_name":"Eureka Acquisition Corp"},"word_count":1061,"has_tables":true,"body_markdown":"** **\n\n**Item 3.02 Unregistered Sales of Equity Securities**\n\n \n\nThe information disclosed\nunder Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The\nUnits (and the underlying securities) issuable upon conversion of the Note, if any, (1) may not, subject to certain limited exceptions,\nbe transferable or salable by Marine Thinking until the completion of the Company’s initial business combination and (2) are entitled\nto registration rights.\n\n** **\n\n**Additional Information and Where to Find It**\n\n \n\nIn connection with the proposed\ntransaction, the Company filed with the SEC a registration statement on Form S-4 (File No. 333-295483) that includes a proxy statement\nfor the shareholders of the Company that also constitutes a prospectus of the Company. The Company urges investors, shareholders and other\ninterested persons to read the preliminary proxy statement/prospectus as well as other documents filed with the SEC because these documents\nwill contain important information about the Company, Marine Thinking, Amalgamation Sub and the proposed transactions. After the registration\nstatement is declared effective, the definitive proxy statement/prospectus to be included in the registration statement will be mailed\nto shareholders of the Company as of a record date to be established for voting on the proposed transactions. Shareholders will also be\nable to obtain a copy of the proxy statement/prospectus, without charge by directing a request to eric.zhang@herculescapital.group. The\npreliminary and definitive proxy statement/prospectus to be included in the registration statement, once available, can also be obtained,\nwithout charge, at the SEC’s website (www.sec.gov).\n\n** **\n\n**No Offer or Solicitation**\n\n \n\nThis Current Report on Form\n8-K is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the\nproposed transactions described herein, and does not constitute an offer to sell or a solicitation of an offer to buy any securities of\nthe Company or the Marine Thinking, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction\nin which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such\njurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933,\nas amended.\n\n \n\n**Participants in the Solicitation**\n\n \n\nThe Company, Marine Thinking\nand their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the\nproposed transactions under the rules of the SEC. Information about the directors and executive officers of the Company is set forth in\nthe Company’s most recent Annual Report on Form 10-K, which was filed with the SEC on December 15, 2025. Information regarding the\npersons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders in connection with the proposed\ntransactions will be set forth in the proxy statement/prospectus when it is filed with the SEC. These documents can be obtained free of\ncharge from the sources indicated above.\n\n** **\n\n****\n\n 2\n\n \n\n** **\n\n**Forward-Looking Statements**\n\n \n\nCertain statements contained\nin this Current Report on Form 8-K may be considered forward-looking statements within the meaning of the U.S. Private Securities Litigation\nReform Act of 1995, Section 27A of the Securities Act and Section 21E of the Exchange Act, including statements regarding the proposed\ntransaction involving the Company and Marine Thinking, and the ability to consummate the proposed transaction. Forward-looking statements\ngenerally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words\nsuch as “may,” “will,” “should,” “would,” “expect,” “anticipate,”\n“plan,” “likely”, “believe,” “estimate,” “project,” “intend,”\nand other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements\nare based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance.\nActual results could differ materially from those contained in any forward-looking statement as a result of various factors, including,\nwithout limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure\nto timely or at all obtain shareholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory\napproval; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of involving the\nCompany and Marine Thinking to consummate the proposed transaction; (iii) the possibility that other anticipated benefits of the proposed\ntransaction will not be realized, and the anticipated tax treatment of the proposed transaction; (iv) the occurrence of any event that\ncould give rise to termination of the proposed transaction; (v) the risk that shareholder litigation in connection with the proposed transaction\nor other settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs\nof defense, indemnification and liability; (vi) changes in general economic and/or industry specific conditions; (vii) possible disruptions\nfrom the proposed transaction that could harm the Company business; (viii) the ability of the Company to retain, attract and hire key\npersonnel; (ix) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting\nfrom the announcement or completion of the proposed transaction; (x) potential business uncertainty, including changes to existing business\nrelationships, during the pendency of the proposed transaction that could affect the Company’s financial performance; (xi) legislative,\nregulatory and economic developments; (xii) unpredictability and severity of catastrophic events, including, but not limited to, acts\nof terrorism, outbreak of war or hostilities and any epidemic, pandemic or disease outbreak, as well as management’s response to\nany of the aforementioned factors; and (xiii) other risk factors as detailed from time to time in the Company’s reports filed with\nthe SEC, including the Company’s annual report on Form 10-K, periodic quarterly reports on Form 10-Q, periodic current reports on\nForm 8-K and other documents filed with the SEC. The foregoing list of important factors is not exclusive. Neither the Company nor Marine\nThinking can give any assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law,\nneither the Company nor Marine Thinking undertakes any obligation to revise or update any forward-looking statement, or to make any other\nforward-looking statements, whether as a result of new information, future events or otherwise.\n\n** **\n\n 3"}