SEC Comment Letter 0000000000-24-007294 to Eureka Acquisition Corp (EURK, EURKU) (CIK 0002000410) (EURK)
Eureka Acquisition Corp (EURK, EURKU) (CIK 0002000410)
Date: June 28, 2024 · CIK: 0002000410 · Accession: 0000000000-24-007294
AI Filing Summary & Sentiment
File numbers found in text: 333-277780
Letter
United States securities and exchange commission logo June 27, 2024 Fen Zhang Chief Executive Officer Eureka Acquisition Corp c/o Ogier Global (Cayman) Limited 89 Nexus Way, Camana Bay Grand Cayman, KY1-9009 Cayman Islands Re:Eureka Acquisition Corp Amendment No. 3 to Registration Statement on Form S-1 Filed June 25, 2024 File No. 333-277780 Dear Fen Zhang: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Amendment No. 3 to Registration Statement on Form S-1 Part II. Information not Required in Prospectus Item 16. Exhibits and Financial Statement Schedules, page II-2 1.We note that the trust account termination letter attached as Exhibit A to Exhibit 10.2, the Investment Management Trust Agreement, states that “[o]n the Consummation Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated substantially, concurrently with your transfer of funds…." Nasdaq Listing Rule IM-5101-2 states that “[a]t least 90% of the gross proceeds . . . must be deposited in a trust account maintained by an independent trustee.” It is unclear how the release of funds earlier than the consummation of the initial business combination would comport with this listing standard. Please revise your disclosure for consistency with the Nasdaq listing rules.
FirstName LastNameFen Zhang Comapany NameEureka Acquisition Corp June 27, 2024 Page 2 FirstName LastName Fen Zhang Eureka Acquisition Corp June 27, 2024 Page 2 Please contact Frank Knapp at 202-551-3805 or Mark Rakip at 202-551-3573 if you have questions regarding comments on the financial statements and related matters. Please contact Stacie Gorman at 202-551-3585 or Mary Beth Breslin at 202-551-3625 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Arila Zhou
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United States securities and exchange commission logo
June 27, 2024
Fen Zhang
Chief Executive Officer
Eureka Acquisition Corp
c/o Ogier Global (Cayman) Limited
89 Nexus Way, Camana Bay
Grand Cayman, KY1-9009
Cayman Islands
Re:Eureka Acquisition Corp
Amendment No. 3 to Registration Statement on Form S-1
Filed June 25, 2024
File No. 333-277780
Dear Fen Zhang:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 3 to Registration Statement on Form S-1
Part II. Information not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules, page II-2
1.We note that the trust account termination letter attached as Exhibit A to Exhibit 10.2, the
Investment Management Trust Agreement, states that “[o]n the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business
Combination has been consummated, or will be consummated substantially, concurrently
with your transfer of funds…." Nasdaq Listing Rule IM-5101-2 states that “[a]t least 90%
of the gross proceeds . . . must be deposited in a trust account maintained by an
independent trustee.” It is unclear how the release of funds earlier than the consummation
of the initial business combination would comport with this listing standard. Please revise
your disclosure for consistency with the Nasdaq listing rules.
FirstName LastNameFen Zhang
Comapany NameEureka Acquisition Corp
June 27, 2024 Page 2
FirstName LastName
Fen Zhang
Eureka Acquisition Corp
June 27, 2024
Page 2
Please contact Frank Knapp at 202-551-3805 or Mark Rakip at 202-551-3573 if you have
questions regarding comments on the financial statements and related matters. Please contact
Stacie Gorman at 202-551-3585 or Mary Beth Breslin at 202-551-3625 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Arila Zhou