UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 30, 2025, Eureka Acquisition Corp, a Cayman Islands exempted company (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 (the “Charter“), 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 “Amended Charter”) to provide that he 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.
A copy of the Amended Charter is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference. The disclosures set forth in this Item 5.03 are intended to be summaries only and are qualified in their entirety by reference to the Amended Charter.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 23, 2025, the record date of the Shareholder Meeting, there were 6,208,000 Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and 1,437,500 Class B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”), issued and outstanding, respectively, voting as a single class, approximately 83.8% of which were represented in person or by proxy at the Extraordinary General Meeting.
The final results for the matter submitted to a vote of the Company’s shareholders at the Extraordinary General Meeting are as follows:
1. The Charter Amendment Proposal
The shareholders approved the proposal to amend the Company’s 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, for a total of up to 12 months to July 3, 2026. The voting results were as follows:
| FOR | AGAINT | ABSTAIN | ||
| 4,819,231 | 1,588,750 | 1,500 |
2. The Auditor Appointment Proposal
The shareholders approved the proposal to ratify the engagement of Marcum Asia CPAs LLP to serve as the Company’s independent registered public accounting firm for the year ending September 30, 2024 and to approve ratify the engagement of Marcum Asia CPAs LLP to serve as the Company’s independent registered public accounting firm for the year ending September 30, 2025. The voting results were as follows:
| FOR | AGAINT | ABSTAIN | ||
| 4,820,731 | 1,588,750 | 0 |
Item 8.01. Other Events.
In connection with the votes to approve the Charter Amendment Proposal, 3,038,722 Class A Ordinary Shares of the Company were rendered for redemption. As a result, the Company has 3,169,278 Class A Ordinary Shares and 1,437,500 Class B Ordinary Share issued and outstanding, respectively.
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Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibits | |
| 3.1 | Third Amended and Restated Memorandum and Articles of Associate, dated June 30, 2025. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
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 hereunto duly authorized.
| Eureka Acquisition Corp | ||
| By: | /s/ Fen Zhang | |
| Name: | Fen Zhang | |
| Title: | Chief Executive Officer | |
| Date: July 1, 2025 | ||
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