Eureka Acquisition and Marine Thinking Form Business Combination Agreement
Marine Thinking and Eureka Acquisition announced a definitive business combination agreement that will result in Marine Thinking becoming a publicly traded company. Upon completion of the business combination of Marine Thinking and Eureka and related transactions pursuant to the Business Combination Agreement, the combined company will be renamed "Marine Thinking Holdings Inc." and listed on The NASDAQ Stock Market. The Proposed Transaction will have a potential pre-money valuation of approximately $130 million at closing. Marine Thinking continues to focus on transforming the marine industry with its autonomous ship navigation technology based on physical AI. By providing low-cost and easy-to-assemble unmanned sailing technology, existing shipbuilders can quickly transform into autonomous ship manufacturers, thereby popularizing the application of unmanned ferries, river freight, water surveys, rescue and even defense, and ultimately solving the practical problem of the growing shortage of seafarers. After eight years of unremitting efforts, Marine Thinking has grown into Canada's leading autonomous ship and fleet solution provider, and has been selected to undertake many important unmanned vessel-related innovation R&D projects by several Canada federal government and other organizations such as Innovative Solutions Canada, Fisheries and Oceans Canada, National Research Council Canada, National Resource Canada, Transport Canada, Defence Research and Development Canada, Sustainable Development Technology Canada and Canada's Ocean Supercluster. Marine Thinking has now begun to apply its accumulated achievements to the civilian sectors, and its autonomous solutions have been applied in multiple marine industry fields in more than a dozen countries. The closing of the Proposed Transaction is subject to customary closing conditions, including regulatory and shareholder approvals. Upon the closing of the Proposed Transaction, the Combined Company will be named Marine Thinking Holdings Inc. and will be listed on NASDAQ. Pursuant to the Business Combination Agreement, Eureka will combine with Marine Thinking and pay an aggregate consideration of $130 million in Eureka shares, to be paid to Marine Thinking's shareholders at the closing. The Boards of Directors of Marine Thinking and Eureka have unanimously approved the Proposed Transaction, which remains subject to approval by the shareholders of both parties, to the satisfaction of the conditions stated in the Business Combination Agreement and other customary closing conditions, including that the U.S. Securities and Exchange Commission completes its review of the registration statement on Form S-4 and the proxy statement/prospectus contained therein, the receipt of certain Canadian regulatory approvals, and the approval by NASDAQ to list the securities of the Combined Company.
