Eureka Acquisition Corp

For the period ended Jun 29, 2026. Filed Jun 11, 2026.

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Jun 29, 2026 · Filed Jun 11, 2026

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EURK$11.55+0.4%Stored close · as of Nov 5, 2026

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DEF 14A 1 ea0292881-02.htm PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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14 Prudential Tower

Singapore 049712

NOTICE OF AN EXTRAORDINARY GENERAL MEETING

IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF EUREKA ACQUISITION CORP

TO BE HELD ON JUNE 29, 2026

To the Shareholders of Eureka Acquisition Corp:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting in lieu of an annual general meeting of the shareholders of Eureka Acquisition Corp, a Cayman Islands exempted company (“EURK” or the “Company”), will be held on June 29, 2026, at 9:00 a.m., Eastern Time, at the offices of Robinson & Cole LLP (“R&C”) located at 666 Third Avenue, 20 th Floor, New York, NY 10017, and virtually via teleconference using the dial-in information: +1 813-308-9980 (Access Code: 173547), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Shareholder Meeting”).

You are cordially invited to attend the Shareholder Meeting that will be held for the purpose of considering and voting upon, and if thought fit, passing and approving on the following resolutions:

Proposal No. 1 — Charter Amendment Proposal — To resolve as a special resolution that, the Company’s Third Amended and Restated Memorandum and Articles of Association (the “Charter”), which currently provides 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, be deleted in their entirety and the substitution in their place of the Fourth Amended and Restated Memorandum and Articles of Association of the Company in the form attached as Annex A hereto which provides 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, for a total of up to 12 months to July 3, 2027 (the “Extended Termination Date”) (such proposal, the “Charter Amendment Proposal”) (such amendment to the Charter as set forth in Annex A is herein referred to as the “Charter Amendment”);
Proposal No. 2 — Auditor Appointment Proposal — To resolve as an ordinary resolution to approve the engagement of Marcum Asia CPAs LLP to serve as the Company’s independent registered public accounting firm for the year ending September 30, 2026 (the “Auditor Appointment Proposal”); and
Proposal No. 3 — Adjournment Proposal — To resolve as an ordinary resolution that the Shareholder Meeting be adjourned to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Shareholder Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal”).

If the shareholders approve the Charter Amendment Proposal, the Company will have until July 3, 2026 to consummate an initial business combination, and, without another shareholder vote, may elect for a one-month extension for up to twelve (12) times, up to July 3, 2027, by depositing the Monthly Extension Fee (as defined below) to the Company’s trust account (the “Trust Account”). To effectuate each Monthly Extension, the Company will deposit the lesser of (i) $15,000 for all remaining public shares and (ii) $0.03 for each remaining public share in the Trust Account (each, a “Monthly Extension Fee”). If there is (i) no redemption of the public shares, the Monthly Extension Fee will be $15,000, (ii) a 50% redemption of the public shares, the Monthly Extension Fee will be $15,000, and (iii) an 80% redemption of the public shares, the Monthly Extension Fee will be approximately $15,000. The first Monthly Extension Fee after the approval of the Charter Amendment Proposal must be made by July 3, 2026, while the subsequent Monthly Extension Fee must be deposited into the Trust Account by 3 rd of each succeeding month until June 3, 2027. In connection with the Charter Amendment, the Company will also enter into an amendment to the trust agreement dated July 2, 2024 (as the same may be amended, restated or supplemented, the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (“Continental”), pursuant to which the Monthly Extension Fee needs to be deposited in the Company’s Trust Account for each monthly extension (the “Trust Amendment”). If the Monthly Extension Fee is not being deposited into the Trust Account timely, the Company has a period of thirty (30) days (the

“Cure Period”) to pay any applicable past due payment. 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. The form of the Trust Amendment is set forth in Annex B to the accompanying proxy statement.

On October 29, 2025, EURK entered into a business combination agreement (as the same may be amended, supplemented or otherwise modified from time to time, the “BCA”), with Marine Thinking Inc. (“Marine Thinking”), a company incorporated under the Canada Business Corporations Act (“CBCA”) and 17358750 Canada Inc., a company incorporated under the CBCA and a wholly-owned subsidiary of EURK (the “Amalgamation Sub,” together with EURK and Marine Thinking, the “Parties, “and each, a “Party”). Marine Thinking is an autonomous ship and fleet solution providing company.

The BCA contemplates that the business combination among EURK, Marine Thinking and Amalgamation Sub will be completed through the following series of transactions, (i) prior to the time when the Amalgamation (as defined below) becomes effective (the “Amalgamation Effective Time”), EURK shall complete the deregistration as a Cayman Islands exempted company in accordance with section 206 of the Companies Act and, immediately upon such deregistration, the domestication to Canada under the CBCA (the “SPAC Continuance”). Upon the completion of the SPAC Continuance, the name of EURK shall be changed from “Eureka Acquisition Corp” to “Marine Thinking Holdings Inc.” or such other name as the Parties may agree on; and (ii) following the SPAC Continuance, and in accordance with the applicable provisions of the BCA and in accordance with the CBCA, at the closing of the transactions contemplated by the BCA (the “Closing”), Marine Thinking and the Amalgamation Sub shall amalgamate and continue as one company, being the Amalco (“Amalco”), under the terms and conditions prescribed in the amalgamation agreement to be signed by Marine Thinking and Amalgamation Sub and in accordance with section 181 of the CBCA (the “Amalgamation”). Following the Amalgamation Effective Time, Amalco will become a direct wholly owned subsidiary of EURK. The Continuance, the Amalgamation, and the other transactions contemplated by the BCA are hereinafter referred to as the “Marine Thinking Transactions.”

The Marine Thinking Transactions will be submitted to shareholders of the Company for approval at an extraordinary general meeting. The Company and Marine Thinking have filed with the Securities and Exchange Commission (the “SEC”) a proxy statement/prospectus on Form S-4 (File No: 333-295483) (the “Business Combination Proxy Statement”) in connection with the proposed Marine Thinking Transactions.

Pursuant to the Company’s Charter, the Company currently has until July 3, 2026 to complete its initial business combination. The board of directors of the Company (the “Board”) believes that there will not be sufficient time before July 3, 2026 to allow the Company to consummate the Marine Thinking Transactions or other alternative business combination if the Marine Thinking Transactions is not completed. Accordingly, the Board has determined that, given the Company’s expenditure of time, effort and money on identifying the target business and completing the Marine Thinking Transactions, it is in the interests of our shareholders to approve the Charter Amendment Proposal in order to amend the Charter and, assuming that the Charter Amendment Proposal is so approved and the Charter is amended, the Company will have to consummate the Marine Thinking Transactions or other alternative business combination before the Extended Termination Date.

The Board has fixed the close of business on June 5, 2026 (the “Record Date”) as the record date for determining EURK’s shareholders entitled to receive notice of, attend and vote at, the Shareholder Meeting and any adjournment thereof. Only holders of record of ordinary shares on the Record Date are entitled to have their votes counted at the Shareholder Meeting or any adjournment thereof.

and implemented (the “Amendment Redemption”). Public shareholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against, or abstain from voting on the Charter Amendment Proposal. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the Record Date.

The Company believes that such redemption right protects the Company’s public shareholders from having to sustain their investments for an unreasonably long period if we fail to find a suitable acquisition within the Prescribed timeline. In addition, regardless of whether public shareholders vote “FOR” or “AGAINST,” or abstain from voting on, the Charter Amendment Proposal at the Shareholder Meeting, if the Charter Amendment Proposal is approved by the requisite vote of shareholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for their pro rata portion of the funds available in the Trust Account upon consummation of an initial business combination when it is submitted to the shareholders, subject to any limitations set forth in the Charter and the limitations contained in related agreements. Each redemption of shares by our public shareholders in connection with the Charter Amendment will decrease the amount in our Trust Account.

PUBLIC SHAREHOLDERS ARE NOT REQUIRED TO VOTE OR AFFIRMATIVELY VOTE EITHER FOR OR AGAINST THE CHARTER AMENDMENT PROPOSAL IN ORDER TO REDEEM THEIR SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT. THIS MEANS THAT PUBLIC SHAREHOLDERS WHO HOLD PUBLIC SHARES ON OR BEFORE TWO BUSINESS DAYS BEFORE THE SHAREHOLDER MEETING MAY ELECT TO REDEEM THEIR SHARES WHETHER OR NOT THEY ARE HOLDERS OF THE RECORD DATE, AND WHETHER THEY VOTE FOR OR AGAINST, OR ABSTAIN FROM VOTING ON, THE CHARTER AMENDMENT PROPOSAL. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

We estimate, based on the value of Trust Account as of the Record Date, that the per-share price at which public shares may be redeemed from cash held in the Trust Account will be approximately $11.42 per share, subject to the actual value of the Trust Account at the time of the redemption, including interest earned on the funds held in the Trust Account and not previously released to EURK (less taxes payable), divided by the total number of then outstanding public shares. The closing price of the Class A Ordinary Shares of the Company on Nasdaq on the Record Date was $12.89. Accordingly, if the market price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $1.47 less per share than if the shares were sold in the open market (based on the estimated per share redemption price as of the Record Date). EURK cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its shares when such shareholders wish to sell their shares.

EURK cannot predict the amount that will remain in the Trust Account following the Amendment Redemption if the Charter Amendment Proposal is approved and implemented, and the amount remaining in the Trust Account may be only a small fraction of the approximately $33.46 million that was in the Trust Account as of the Record Date, including interest earned on the funds held in the Trust Account and not previously released to EURK (less taxes payable).

TO EXERCISE YOUR REDEMPTION RIGHTS IN RESPECT TO THE AMENDMENT REDEMPTION, YOU MUST DEMAND IN WRITING THAT YOUR CLASS A ORDINARY SHARES BE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO EURK’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SHAREHOLDER MEETING. YOU MAY TENDER YOUR SHARES BY EITHER DELIVERING YOUR SHARE CERTIFICATE (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE

SUCH REDEMPTION RIGHTS. IF THE CHARTER AMENDMENT PROPOSAL IS NOT APPROVED OR IMPLEMENTED, THEN THESE SHARES SHALL NOT BE REDEEMED AND SHALL BE RETURNED TO YOU OR YOUR ACCOUNT.

The approval of the Charter Amendment Proposal requires a special resolution, being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

The approval of the Auditor Appointment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if either (x) there are not sufficient votes to approve the Charter Amendment Proposal, or the Auditor Appointment Proposal at the Shareholder Meeting or (y) the Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Charter Amendment Proposal or the Auditor Appointment Proposal.

Record holders of Ordinary Shares at the close of business on the Record Date are entitled to vote or have their votes cast at the Shareholder Meeting. On the Record Date, there were 3,388,233 issued and outstanding Class A Ordinary Shares and 1,437,500 issued and outstanding Class B Ordinary Shares. Voting on all resolutions at the Shareholder Meeting will be conducted by way of a poll rather than on a show of hands. On a poll, votes are counted according to the number of shares registered in each shareholder’s name which are voted, with each Ordinary Share carrying one vote.

Your vote is very important. Whether or not you plan to attend the Shareholder Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Shareholder Meeting. Submitting a proxy now will NOT prevent you from being able to attend and vote during the Shareholder Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that the shares you beneficially own are represented and voted at the Shareholder Meeting. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Shareholder Meeting. If you fail to return your proxy card and do not vote in person or by proxy at the Shareholder Meeting, your shares will not be counted for the purposes of determining whether a quorum is present at the Shareholder Meeting or whether the Charter Amendment Proposal, the Auditor Appointment Proposal or the Adjournment Proposal (as the case may be) is approved by the requisite votes.

Enclosed is the proxy statement containing important information about the Shareholder Meeting, the Charter Amendment Proposal, the Auditor Appointment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, EURK urges you to read this material carefully and vote your shares.

This Notice of Shareholder Meeting, the accompanying proxy statement and a copy of our Annual Report on Form 10-K for the year ended September 30, 2025 are first being mailed to shareholders on or about that date.

By Order of the Board of Directors ofEureka Acquisition Corp

/s/ Fen Zhang

Fen Zhang

Chairman of the Board of Directors

14 Prudential Tower

Singapore 049712

PROXY STATEMENT FOR THE EXTRAORDINARY GENERAL MEETING

IN LIEU OF AN ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF EUREKA ACQUISITION CORP

TO BE HELD ON JUNE 29, 2026

An extraordinary general meeting of shareholders in lieu of an annual general meeting (the “Shareholder Meeting”) of Eureka Acquisition Corp (the “Company,” “EURK,” “we,” “us” or “our”), a Cayman Islands exempted company, will be held at 9:00 a.m. Eastern Time, on June 29, 2026, at the offices of Robinson & Cole LLP (“R&C”) located at 666 Third Avenue, 20 th Floor, New York, NY 10017, and virtually via teleconference using the dial-in information: +1 813-308-9980 (Access Code: 173547), or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned. At the Shareholder Meeting the shareholders will consider and vote upon the following proposals:

Proposal No. 1 — Charter Amendment Proposal — To resolve as a special resolution that, the Company’s Third Amended and Restated Memorandum and Articles of Association (the “Charter”), which currently provides 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, be deleted in their entirety and the substitution in their place of the Fourth Amended and Restated Memorandum and Articles of Association of the Company in the form attached as Annex A hereto which provides 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, for a total of up to 12 months to July 3, 2027 (the “Extended Termination Date”) (such proposal, the “Charter Amendment Proposal”) (such amendment to the Charter as set forth in Annex A is herein referred to as the “Charter Amendment”);
Proposal No. 2 — Auditor Appointment Proposal — To resolve as an ordinary resolution that to approve the engagement of Marcum Asia CPAs LLP to serve as the Company’s independent registered public accounting firm for the year ending September 30, 2026 (the “Auditor Appointment Proposal”) ;and
Proposal No. 3 — Adjournment Proposal — To resolve as an ordinary resolution that the Shareholder Meeting be adjourned to a later date or dates or sine die, if necessary, to permit further solicitation and vote of proxies if, at the time of the Shareholder Meeting, there are not sufficient votes for, or otherwise in connection with, the approval of the foregoing proposals (the “Adjournment Proposal”).

If the shareholders approve the Charter Amendment Proposal, the Company will have until July 3, 2026 to consummate an initial business combination, and, without another shareholder vote, may elect for a one-month extension for up to twelve times, up to July 3, 2027, by depositing the Monthly Extension Fee (as defined below) to the Company’s trust account (the “Trust Account”). To effectuate each Monthly Extension, the Company will deposit the lesser of (i) $15,000 for all remaining public shares and (ii) $0.03 for each remaining public share in the Trust Account (each, a “Monthly Extension Fee”). The Company will also enter into an amendment to the trust agreement dated July 2, 2024, (as the same may be amended, restated or supplemented, the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as trustee (“Continental”), pursuant to which the Monthly Extension Fee needs to be deposited in the Company’s Trust Account for each monthly extension. If the Monthly Extension Fee is not being deposited into the Trust Account timely, the Company has a period of thirty (30) days (the “Cure Period”) to pay any applicable past due payment. 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. The form of the Trust Amendment is set forth in Annex B to the accompanying proxy statement.

Each of the Charter Amendment Proposal, the Auditor Appointment Proposal and Adjournment Proposal are not conditioned upon the approval of any other proposal. Each of the Proposals is more fully described in the accompanying proxy statement.

Pursuant to the Company’s Charter, the Company currently has until July 3, 2026 to complete its initial business combination. The board of directors of the Company (the “Board”) believes that there will not be sufficient time before July 3, 2026 to allow the Company to consummate the Marine Thinking Transactions or other alternative business combination if the Marine Thinking Transactions is not completed. Accordingly, the Board has determined that, given the Company’s expenditure of time, effort and money on completing the Marine Thinking Transactions, it is in the interests of our shareholders to approve the Charter Amendment Proposal in order to amend the Charter and, assuming that the Charter Amendment Proposal is so approved and the Charter is amended, the Company will have to consummate the Marine Thinking Transactions or other alternative business combination before the Extended Termination Date.

Pursuant to the Charter, a public shareholder may elect to request that the Company redeem all or a portion of its public shares for cash (the “Election”) if the Charter Amendment Proposal is approved and implemented (the “Amendment Redemption”). Public shareholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against, or abstain from voting on the Charter Amendment Proposal. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the Record Date.

The purpose of the Auditor Appointment Proposal is to give our shareholders the opportunity to approve the engagement of Marcum Asia CPAs LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2026. For further details about the reasons for the Auditor Appointment Proposal, see the section of this proxy statement titled “Proposal No. 2 — The Auditor Appointment Proposal.”

EURK reserves the right to move to adjourn the Shareholder Meeting in the event that the Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Charter Amendment Proposal or the Auditor Appointment Proposal. In that event, at the Shareholder Meeting, EURK will ask its shareholders to vote only upon the Adjournment Proposal and not on the Charter Amendment Proposal or the Auditor Appointment Proposal.

You are not being asked to vote on any proposed business combination at this time. If the Charter Amendment Proposal is approved and you do not elect to have your public shares redeemed now, you will retain the right to vote on a proposed business combination when and if one is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the Trust Account in the event a proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended Termination Date.

As described above, pursuant to the Charter, a public shareholder may elect to request that the Company redeem all or a portion of its public shares for cash (the “Election”) if the Charter Amendment Proposal is approved and implemented (the “Amendment Redemption”). Public shareholders may elect to redeem all or a portion of their public shares regardless of whether they vote for or against, or abstain from voting on the Charter Amendment Proposal. Public shareholders may make an Election regardless of whether such public shareholders were holders as of the Record Date.

The Company believes that such redemption right protects the Company’s public shareholders from having to sustain their investments for an unreasonably long period if we fail to find a suitable acquisition within the prescribed timeline to complete an initial business combination as provided in the Charter (the “Prescribed Timeline”). In addition, regardless of whether public shareholders vote “FOR” or “AGAINST,” or abstain from voting on, the Charter Amendment Proposal and the Auditor Appointment Proposal at the Shareholder Meeting, if the Charter Amendment Proposal and the Auditor Appointment Proposal are approved by the requisite vote of shareholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for their pro rata portion of the funds available in the Trust Account upon consummation of an initial business combination when it is submitted to the shareholders, subject to any limitations set forth in the Charter and the limitations contained in related agreements. Each redemption of shares by our public shareholders in connection with the Charter Amendment will decrease the amount in our Trust Account.

price of the Class A Ordinary Shares were to remain the same until the date of the Shareholder Meeting, exercising redemption rights would result in a public shareholder receiving approximately $1.47 less per share than if the shares were sold in the open market (based on the estimated per share redemption price as of the Record Date). EURK cannot assure shareholders that they will be able to sell their Class A Ordinary Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its shares when such shareholders wish to sell their shares.

In consideration of the Charter Amendment Proposal, the Company’s shareholders should be aware that if the Charter Amendment Proposal is approved (and not abandoned), the Company will incur additional expenses in seeking to complete the Marine Thinking Transactions or other alternative business combination, in addition to the payment of extension fees.

The approval of the Charter Amendment Proposal requires a special resolution, being the affirmative vote of at least a two-thirds majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B ordinary shares, par value $0.0001 per share, of the Company, (the “Class B Ordinary Shares” and, together with Class A Ordinary Shares, collectively, the “Ordinary Shares”), voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting.

The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon at the Shareholder Meeting. The Adjournment Proposal will only be put forth for a vote if either there are not sufficient votes to approve the Charter Amendment Proposal or the Auditor Appointment Proposal at the Shareholder Meeting or the Board determines before the Shareholder Meeting that is not necessary or no longer desirable to proceed with the Charter Amendment Proposal or the Auditor Appointment Proposal.

After careful consideration of all relevant factors, the Board believes that the Charter Amendment Proposal will allow the Company to have more time and flexibility to complete the initial business combination, and the Auditor Appointment Proposal will allow give our shareholders the opportunity to approve the engagement of Marcum Asia CPAs LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending September 30, 2026 and are in the best interests of the Company and its shareholders and recommends that you vote or give instruction to vote “FOR” each of the proposals.

Enclosed is the Notice of Shareholder Meeting and accompanying proxy statement containing detailed information about the Shareholder Meeting, the Charter Amendment Proposal, the Auditor Appointment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Shareholder Meeting, EURK urges you to read this material carefully and vote your shares.

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