Sec Form 3 Filing - Hercules Capital Management Corp @ Eureka Acquisition Corp - 2024-07-01

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hercules Capital Management Corp 2. Issuer Name and Ticker or Trading Symbol Eureka Acquisition Corp [ EURK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O EUREKA ACQ CORP 899 RUINING RD, YANGGUANG BINJIANG CTR SOUTH BD UNIT808 3. Date of Earliest Transaction (MM/DD/YY) 07/01/2024 (Street) SHANGHAI, F4200030 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Ordinary Share 228,000 ( 1 ) ( 2 ) D Class B Ordinary Share 1,407,500 ( 1 ) ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Private Rights $ 0 ( 4 ) ( 4 ) Class A Ordinary Shares 228,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hercules Capital Management Corp C/O EUREKA ACQ CORP 899 RUINING RD YANGGUANG BINJIANG CTR SOUTH BD UNIT808 SHANGHAI, F4200030 X Signatures /s/ Fen Zhang as Sole Director of Hercules Capital Management Corp 07/01/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Hercules Capital Management Corp (the "Sponsor") is the record holder of the shares reported herein. Mr. Fen Zhang is the sole director and sole shareholder of the Sponsor. As such, Mr. Zhang may be deemed to have beneficial ownership of the ordinary shares held directly by the Sponsor. ( 2 )Representing up to 228,000 Class A ordinary shares of Eureka Acquisition Corp (the "Issuer") underlying the private units ("Private Units") to be acquired by the Sponsor in a private placement simultaneously with the consummation of the IPO. Each Private Unit consists of one Class A ordinary share and one right. ( 3 )Representing 1,407,500 Class B ordinary shares of the Issuer acquired by the Sponsor prior to the IPO. Class B ordinary shares will automatically convert into Class A ordinary shares on one-for-one basis upon the consummation of an initial business combination, subject to certain adjustments as provided in the amended and restated memorandum and articles of association of the Issuer. The amount of shares reported includes up to 187,500 Class B ordinary shares subject to forfeiture to the extent that the over-allotment option by the underwriters is not exercised in full or in part. ( 4 )As described in the Right Agreement dated July 1, 2024, between the Issuer and Continental Stock Transfer & Trust Company, LLC, and filed as Exhibit 4.4 to the Registration Statement, the private rights will automatically convert into 1/5 of one Class A ordinary share upon the completion of the business combination.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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