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EUREKA ACQUISITION CORP

899 Ruining Road, Yangguang Binjiang Center

South Building, Unit 808

Shanghai 200030, PRC

Telephone: +86 135 0189 0555

June 28, 2024

VIA EDGAR

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Attention: Mary Beth Breslin

    Re:
    Eureka Acquisition Corp

    Amendment No. 3 to Registration Statement on
    Form S-1

    Filed June 25, 2024

    File No. 333-277780

Dear Ms. Breslin:

Eureka Acquisition Corp (“we”,
“us”, “our”, or the “Company”) hereby provides responses to the comments of the staff of the Division
of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) contained
in the letter dated June 27, 2024 (the “Letter”), regarding the Company’s registration statement No. 3 on Form S-1 referenced
above. Amendment No.4 to Registration Statement on Form S-1 (the “Registration Statement”) is being filed to accompany this
letter.

For reference purposes, the
comments contained in the Staff’s Letter are repeated below in bold and are followed by the Company’s corresponding responses.
All references to page numbers and captions correspond to the Registration Statement, unless otherwise specified herein. Capitalized terms
used but not defined herein shall have the meaning ascribed to them in the Registration Statement.

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.

Response: We acknowledge the comment
and respectfully advise the Staff that we have revised the Exhibit A to Exhibit 10.2, the Investment Management Trust Agreement to eliminate
the possibility of the release of funds earlier than the consummation of the initial business combination as provided in the Termination
Letter and refiled Exhibit 10.2 with the Registration Statement.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq. of Robinson
& Cole LLP, at (212) 451-2908.

    Very truly yours,

    Eureka Acquisition Corp.

    By:
    /s/ Fen Zhang

    Name:
    Fen Zhang

    Title:
    Chief Executive Officer

    cc:

    Arila Zhou, Esq.

    Robinson & Cole LLP