Eureka Acquisition Corp

This management proposal asks shareholders to approve a special‑resolution amendment to the Company’s Charter to extend the outside date to complete an initial business combination to July 3, 2026 and to permit the Board (at the Sponsor’s request and subject to deposit of Monthly Extension Fees into the Trust Account and an amendment to the Trust Agreement) to extend that date month‑by‑month up to twelve times to July 3, 2027. Management frames the amendment as necessary because the Board believes there will not be sufficient time to complete the pending Marine Thinking Transactions or an alternative business combination by the existing deadline; the proposal therefore seeks more time and flexibility to consummate the transaction the Company has negotiated. The Charter amendment preserves public shareholders’ redemption rights (an Amendment Redemption) — public shareholders may elect to redeem their Class A Ordinary Shares for a pro rata portion of the Trust Account if the amendment is approved and implemented — but the amendment would reduce the Trust Account as redeeming shares are returned, potentially leaving less cash to complete a transaction. The proposal also contemplates a Trust Agreement amendment requiring payment of a Monthly Extension Fee (amounts set in the proxy), with a Cure Period and consequences for failure to timely deposit fees (cessation of operations and liquidation). Conflicts of interest are highlighted: Initial Shareholders (including Sponsor and insiders) hold non‑redeemable Founder/Private shares that would be lost on liquidation, and have funded prior extension fees and working capital; the Board says it considered these conflicts in recommending approval. Key considerations for a shareholder evaluating the proposal include the probability the Marine Thinking Transactions can close within the extended period, the size of extension fees and the dilution or economic impact of redemption activity on the Trust Account, the cost and likelihood of alternative transactions, and the incentives of insiders to favor an extension versus liquidation. Approving the amendment preserves the possibility of completing a value‑creating business combination but risks further depletion of the Trust Account and potential governance tensions given insiders’ differing incentives; disapproval would likely trigger liquidation steps if no business combination closes by the existing deadline.

This management proposal asks shareholders to empower the chairman to adjourn the Shareholder Meeting in order to permit additional solicitation of proxies if, based on preliminary tabulation at the meeting, there are insufficient votes to approve the Charter Amendment Proposal or the Auditor Appointment Proposal or if the Board decides before the meeting not to proceed with other proposals. Practically, the adjournment proposal is an enabling measure that protects the Company’s ability to continue soliciting votes (and thereby improve the likelihood of obtaining the supermajority required for the Charter Amendment or the majority required for the auditor engagement) without requiring a full re‑notice. The Board recommends approval to preserve flexibility; absent approval, the Board may be unable to adjourn and could lose the opportunity to secure necessary votes on the day. For shareholders this vote carries limited substantive policy risk — it does not itself change charter terms or appoint auditors — but it materially affects process and timing, potentially increasing the cost and time to finalize matters if additional solicitation is required. The adjournment may also be used strategically by insiders to continue pushing for approval; shareholders should weigh whether additional outreach is likely to change outcomes and the potential incremental costs and delays associated with further solicitation. If approved, the Company will have procedural flexibility to seek the required approvals; if refused, the meeting would stand on the votes as tallied at the scheduled time.