Fen Zhang
About Fen Zhang
Fen Zhang, 59, is Chief Executive Officer and Chairman of the Board of Eureka Acquisition Corp (EURK), serving since June 2023. He is a Canadian citizen currently residing in China for business purposes and is the sole member and sole director of EURK’s sponsor, Hercules Capital Management Corp, giving him control over sponsor-held shares and financing decisions . EURK is a blank-check company with no operating revenues to date; traditional performance metrics (TSR, revenue, EBITDA growth) are not applicable at this stage .
- Education: MBA (Finance) and PhD (Materials & Metallurgic Engineering), Queen’s University (Canada); BS, Tsinghua University (China) .
- Signature authority: Signs SEC filings for EURK as CEO/Chairman .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| UBS (HK/Shanghai) | Managing Director, IBD | 2019–2021 | Led SMIC US$230M CB and US$500M IG bond; won mandates for Tuhu, Dragonfly FM, Keming Noodle . |
| China Merchants Bank International (CMBI) | Managing Director, IBD | 2018–2019 | Structured RMB10B joint fund (CMBI + Shenzhen); prior fund with CRHC; ROI 3x on RMB900M Yunda Express investment . |
| SinoPharm–CICC Fund | General Manager | 2017–2018 | Closed RMB500M fund for CRHC; established joint fund initiatives . |
| Capital International Private Equity Fund (Capital Group) | Global Partner | 2012–2015 | Executed large domestic/cross-border deals; high hit-rate on closings . |
| Credit Suisse (China IBD) | Managing Director | 2010–2012 | Led sector teams on major China IPO/debt projects (e.g., PICC P&C, Minmetals, Shandong Iron & Steel) . |
| CICC; UBS | Executive Director | 2007–2010 | Drove US/HK IPOs and listings; helped evolve UBS Shanghai footprint . |
| Deloitte Consulting | Equity Partner | 2005–2007 | Built Deloitte China Strategy & Operations JV with Deloitte US . |
| Bank of Montreal; China eLabs; BearingPoint | Various (Analyst/Consultant/Senior Manager) | 1995–2005 | Banking and consulting foundations across Canada/China . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Columbus Acquisition Corp (SPAC) | CEO and Director | 2024–present | Applying for Nasdaq listing . |
| Hercules Capital Group | Founding Partner | 2021–present | Oversees alternative financing solutions . |
| Oak Woods Acquisition Corp (Nasdaq: OAKU) | CEO | 2022–2023 | SPAC leadership experience . |
| Hercules Capital Management Corp (EURK Sponsor) | Sole member and sole director | Ongoing | Controls 21.39% of EURK; controls sponsor loans/units . |
Fixed Compensation
| Component | Amount/Terms | Period | Notes |
|---|---|---|---|
| Base salary | None disclosed; no cash comp paid | Pre-business combination | “None of our officers or directors has received any cash compensation” . |
| Cash bonus | None disclosed | Pre-business combination | No cash incentives disclosed . |
| Perquisites | $10,000/month administrative services fee to Sponsor | From Jul 1, 2024 | Office space, utilities, admin support paid to Sponsor (related party), not to Zhang directly . |
Performance Compensation
| Incentive | Metric | Target/Weight | Actual/Payout | Vesting/Terms |
|---|---|---|---|---|
| RSUs/PSUs | N/A | N/A | None disclosed | No equity awards (RSUs/PSUs) disclosed for executives pre-business combination . |
| Stock options | N/A | N/A | None disclosed | No option grants disclosed . |
| Director equity (independents) | N/A | N/A | 10,000 founder shares each (Wong, Simmons, McKenzie) | Transferred at sponsor cost pre-IPO; not applicable to Zhang’s comp . |
EURK adopted a clawback policy effective July 1, 2024 for executive officers; compensation can be recouped if based on financial results later restated due to misconduct .
Equity Ownership & Alignment
- Beneficial ownership (direct/indirect): Zhang beneficially owns 1,635,500 EURK ordinary shares (via Sponsor), or 21.39% of outstanding shares (7,645,500 total) .
- Composition: Sponsor holds 1,407,500 founder (Class B) shares and 228,000 private (Class A) shares; Zhang controls Sponsor as sole member/director and is deemed to own these shares .
| Ownership detail | Amount | % Outstanding |
|---|---|---|
| Total shares beneficially owned | 1,635,500 | 21.39% |
| Founder (Class B) shares (via Sponsor) | 1,407,500 | — |
| Private (Class A) shares (via Sponsor) | 228,000 | — |
| Shares outstanding (A + B) | 7,645,500 | 100% |
- Lock-up/vesting-like constraints:
- Founder shares: Locked until the earlier of 6 months post-business combination or a qualifying $12.00 share-price condition (20 of 30 trading days) for partial release (50%) .
- Private units: Sponsor agreed not to redeem; founder/private shares become worthless if no business combination (waiver of redemption rights) .
| Security | Lock-up / Restriction | Early release |
|---|---|---|
| Founder (Class B) | 6 months post-business combination; or earlier upon qualifying transaction | 50% released if Class A trades ≥$12.00 for 20 of 30 trading days post-deal . |
| Private (Class A) | Not redeemable; held to support financing | Subject to sponsor agreements; no pre-BC redemption . |
- Pledging/hedging: No pledging or hedging disclosures for Zhang or Sponsor were found in the 10-K/DEF 14A .
- Ownership guidelines: No director/executive stock ownership guidelines disclosed .
Potential dilutive and sale-pressure factors (Sponsor-controlled):
- Working capital loans: Up to $1.5M convertible into units at $10.00 upon business combination (identical to private units) .
- Extension funding pre-DEF 14A: Charter allowed two three-month extensions with $575,000 deposits each, structured as non-interest-bearing loans convertible into units at $10 .
- Updated extension structure and executed note: Shareholders approved monthly extensions (up to 12) funded by Monthly Extension Fees; Sponsor deposited $150,000 on Oct 31, 2025, taking an unsecured note convertible into private units at $10.00 per unit, adding potential dilution at deal close .
Employment Terms
| Term | Detail |
|---|---|
| Start date / tenure | CEO and Chairman since June 2023 . |
| Employment agreement | None disclosed; no executive employment contract terms disclosed . |
| Severance / Change-in-control | None disclosed pre-business combination . |
| Non-compete / non-solicit | Not disclosed . |
| Clawback | Company clawback policy effective July 1, 2024 covering executive officers . |
| Post-termination consulting | Not disclosed . |
Board Governance
- Roles: CEO and Chairman (dual role) .
- Board committees and independence:
- Audit Committee: M. Anthony Wong (Chair), Lauren Simmons, Kevin McKenzie; all independent .
- Compensation Committee: Kevin McKenzie (Chair), Lauren Simmons, M. Anthony Wong; all independent .
- Nominating Committee: Lauren Simmons (Chair), M. Anthony Wong, Kevin McKenzie .
- Pre-business combination director election: Holders of founder shares (Sponsor-controlled) elect all directors; public holders lack director-election rights pre-deal, presenting independence concerns alongside CEO/Chairman duality .
- Lead Independent Director/attendance/executive sessions: Not disclosed .
Director Compensation
| Component | Amount/Terms |
|---|---|
| Cash retainer | None disclosed . |
| Equity for independent directors | 10,000 founder shares transferred to each of three independents at sponsor cost pre-IPO (not Zhang) . |
| Committee fees/meeting fees | Not disclosed . |
| Director ownership guidelines | Not disclosed . |
Related Party Transactions (Governance red flags to monitor)
- Administrative Services Agreement: EURK pays Sponsor $10,000/month for office/admin support (benefits Sponsor controlled by Zhang) .
- Sponsor financing:
- IPO promissory note ($481,511) repaid at IPO close .
- Working capital loans up to $1.5M convertible into units at $10 upon business combination .
- Extension fees/notes: legacy three-month $575k model convertible into units; later monthly extension regime; Oct 31, 2025 $150,000 extension note convertible into private units at $10 .
- Founder share transfers: 10,000 founder shares transferred from Sponsor to each independent director at cost pre-IPO .
Performance & Track Record
- Company performance: EURK is a SPAC with no revenues; focus is on deal execution within timelines (extended) .
- Achievements: Extensive capital markets execution across UBS/CMBI/Credit Suisse/CICC; built funds and closed large financings (see Past Roles) .
- Controversies/legal proceedings: None disclosed against EURK; general PRC enforcement and CFIUS risks noted due to management location and foreign control .
Compensation Committee Analysis
- Composition: Three independent directors; empowered to retain independent advisors .
- Current pay posture: No cash compensation or incentive awards to executives pre-business combination; compensation likely determined by post-combination board .
- Clawback: Implemented to align with Nasdaq rules .
Risk Indicators & Red Flags
- Sponsor control and dual role: CEO/Chairman with sole control of Sponsor (21.39% owner) concentrates power; founder shares elect directors pre-BC .
- Dilution/overhang: Convertible working-capital and extension notes at $10 per unit and public rights outstanding increase dilution at close; potential post-close selling pressure when lock-ups expire or $12 trigger met .
- Jurisdictional risk: CEO resides in China; PRC enforceability concerns for US investors and potential CFIUS implications for US targets .
- Investment company rule/extension dependence: Repeated extensions and trust-asset investment risks flagged under SPAC rules; monthly extension regime reliant on Sponsor financing .
Equity Overhang, Lock-ups, and Selling Pressure
| Item | Terms | Implication |
|---|---|---|
| Founder shares lock-up | 6 months post-BC; 50% early release at $12 VWAP condition | Potential near-term supply post-BC; incentive to complete deal and support price ≥$12 . |
| Private units | Not redeemable pre-BC; tradeable post-BC subject to agreements | Adds float post-BC . |
| Convertible loans/notes | Up to $1.5M working capital at $10/unit; extension notes at $10/unit | Further dilution upon conversion at close; adds selling pressure post-BC . |
Expertise & Qualifications
- Deep cross-border capital markets/M&A experience in Asia and North America; sector breadth across semiconductors, consumer, logistics, and industrials .
- Advanced technical and financial education (PhD, MBA) supporting complex transaction structuring .
Investment Implications
- Alignment: Large sponsor stake and zero cash comp pre-BC align Zhang with deal completion; clawback improves future alignment post-BC .
- Governance risk: CEO/Chairman dual role, sponsor control of board slate pre-BC, and related-party admin fees concentrate control; monitor post-BC board independence and role separation .
- Dilution/overhang: Convertible loans/extension notes and founder/private shares create supply/dilution at and post-close; price ≥$12 trigger could accelerate partial unlocks .
- Regulatory execution risk: PRC residency/enforceability and potential CFIUS review may narrow target set and extend timelines, increasing reliance on sponsor-financed extensions .
References:
- DEF 14A (June 3, 2025): governance, ownership, extensions .
- 10-K FY2024 (filed Dec 26, 2024): executive bio, compensation, committees, related-party transactions, risks .
- 8-Ks (Nov 3–5, 2025): extension note and signatures .