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  4. [8-K] Vernal Capital Acquisition Corp. Reports Material Event

Vernal Capital (NYSE: VECAU) raises $100M in SPAC IPO plus private placement

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vernal Capital Acquisition Corp. completed its initial public offering of 10,000,000 units at $10.00 per unit, raising gross proceeds of $100,000,000. Each unit includes one ordinary share and one right to receive one-fourth of an ordinary share upon completion of an initial business combination.

At the IPO closing, the company also sold 251,250 private placement units to its sponsors at $10.00 per unit, adding $2,512,500 of gross proceeds. A total of $100,500,000 from the IPO and private placement was deposited into a U.S.-based trust account, to be released only upon a business combination or specified redemption events.

The underwriters received a 45-day option to buy up to 1,500,000 additional units to cover over-allotments. Vernal adopted an amended charter, executed registration rights and private units purchase agreements, and entered into indemnity agreements with directors and senior officers as it begins its search for a business combination target.

Positive

  • Raised $100 million in IPO: Vernal sold 10,000,000 units at $10.00 per unit, providing substantial capital to pursue an initial business combination as a blank check company.
  • Strong investor protections via trust: $100,500,000 of IPO and private placement proceeds was deposited into a trust account, to be released only upon a business combination or qualifying redemption events.

Negative

  • None.

Insights

Vernal’s $100M SPAC IPO and trust funding establish its acquisition vehicle.

Vernal Capital Acquisition Corp. has launched as a special purpose acquisition company by selling 10,000,000 units at $10.00 each, for gross proceeds of $100,000,000. Each unit combines an ordinary share with a right granting one-fourth of an additional share upon completing an initial business combination.

Concurrently, sponsors purchased 251,250 private placement units for $2,512,500. The filing states that $100,500,000 of net proceeds, or $10.05 per public unit, was placed in a trust account, to be released only after a business combination or specified redemptions. This structure protects public investors while capital is idle.

The underwriters hold a 45-day option to buy up to 1,500,000 extra units, which may increase capital if exercised. Future filings will identify a target and detail any proposed business combination; until then, Vernal remains a cash shell seeking a suitable transaction across any industry or region.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
IPO size $100,000,000 10,000,000 units at $10.00 per unit in initial public offering
Units offered 10,000,000 units Initial public offering units, each with one share and one right
Private placement $2,512,500 251,250 private placement units at $10.00 per unit to sponsors
Trust funding $100,500,000 Net proceeds from IPO and private placement deposited into trust account
Over-allotment option 1,500,000 units Underwriters’ 45-day option to purchase additional units
Right conversion ratio 1/4 share per right Each right entitles holder to one-fourth ordinary share after business combination
blank check company financial
"Vernal is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.
initial business combination financial
"one right entitling its holder to receive one-fourth of one ordinary share upon consummation of an initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
Registration Rights Agreement financial
"A Registration Rights Agreement, dated May 5, 2026, by and among the Company, the Sponsors and certain other security holders named therein"
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Private Units Purchase Agreement financial
"A Private Units Purchase Agreement, dated May 5, 2026, by and among the Company and the Sponsors"
Investment Management Trust Agreement financial
"Investment Management Trust Agreement, dated May 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company"
A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.
Amended and Restated Memorandum and Articles of Association regulatory
"the Company’s Amended and Restated Memorandum and Articles of Association became effective (the “Amended Charter”)"
Understanding 8-K Material Events →
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United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

May 5, 2026

Date of Report (Date of earliest event reported)

 

Vernal Capital Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands   001-43269   N/A

(State or other jurisdiction

of incorporation)

  

(Commission File Number)

   (I.R.S. Employer
Identification No.)

 

244 Fifth Avenue, Suite #1845

New York, NY 10001

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: +65 9328 8727

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐ Written communications pursuant to Rule 425 under the Securities Act
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one ordinary share and one right entitling the holder to receive one-fourth (1/4) of one ordinary share   VECAU   The New York Stock Exchange
Ordinary Shares, par value $0.0001 per share   VECA   The New York Stock Exchange
Rights, each right entitling the holder to receive one-fourth (1/4) of one ordinary share   VECAR   The New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On May 7, 2026, Vernal Capital Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”) and one right entitling the holder to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $100,000,000.

 

The Company granted D. Boral Capital LLC, as representative of the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments, if any.

 

On September 30, 2025, the Company filed a registration statement on Form S-1 (File No. 333-290609), as amended (the “Registration Statement”), with the U.S. Securities and Exchange Commission (the “Commission”) relating to the IPO, which was declared effective by the Commission on May 5, 2026.

 

In connection with the IPO, on May 5, 2026, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company’s Registration Statement:

 

  ● An Underwriting Agreement, dated May 5, 2026, by and between the Company and D. Boral Capital LLC, as representative of the underwriters, a copy of which is attached as Exhibit 1.1 hereto and is incorporated herein by reference;

 

  ● A Right Agreement, dated May 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company, a copy of which is attached as Exhibit 4.1 hereto and is incorporated herein by reference;

 

  ● A Letter Agreement, dated May 5, 2026, by and among the Company, its executive officers, its directors, Vernal One Limited and Xesse Ventures Limited (together, the “Sponsors”), a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference;

 

  ● An Investment Management Trust Agreement, dated May 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company, a copy of which is attached as Exhibit 10.2 hereto and is incorporated herein by reference;

 

  ● A Registration Rights Agreement, dated May 5, 2026, by and among the Company, the Sponsors and certain other security holders named therein, a copy of which is attached as Exhibit 10.3 hereto and is incorporated herein by reference.
     
  ● A Private Units Purchase Agreement, dated May 5, 2026, by and among the Company and the Sponsors, a copy of which is attached as Exhibit 10.4 hereto and is incorporated herein by reference.
     
  ● An Indemnity Agreement, dated May 5, 2026, by and between the Company and Jun Du, a copy of which is attached as Exhibit 10.5 hereto and is incorporated herein by reference.
     
  ● An Indemnity Agreement, dated May 5, 2026, by and between the Company and Binghan Yi, a copy of which is attached as Exhibit 10.6 hereto and is incorporated herein by reference.
     
  ● An Indemnity Agreement, dated May 5, 2026, by and between the Company and Pei Wang, a copy of which is attached as Exhibit 10.7 hereto and is incorporated herein by reference.
     
  ● An Indemnity Agreement, dated May 5, 2026, by and between the Company and Saloon Tham, a copy of which is attached as Exhibit 10.8 hereto and is incorporated herein by reference.
     
  ● An Indemnity Agreement, dated May 5, 2026, by and between the Company and Qiang Fu, a copy of which is attached as Exhibit 10.9 hereto and is incorporated herein by reference.

 

1

 

 

The material terms of such agreements are fully described in the Company’s final prospectus, dated May 7, 2026 as filed with the Commission on May 7, 2026 (the “Prospectus”) and are incorporated herein by reference. Each of the foregoing agreements, are attached hereto as exhibits to this Current Report on Form 8-K, as enumerated below in the table set forth in response to Item 9.01.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

On May 7, 2026, simultaneously with the closing of the IPO, pursuant to the Private Units Purchase Agreement, the Company completed the private sale of an aggregate of 251,250 units (the “Private Placement Units”) to the Sponsors at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $2,512,500 (the “Private Placement”). The Private Placement Units are identical to the Units sold in the IPO, except that, for so long as the Private Placement Units are held by the Sponsors or their permitted transferees, the Private Placement Units (i) may not (including the securities underlying the Private Placement Units), subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of the Company’s initial business combination, and (ii) are entitled to registration rights. The material terms of the Private Placement Units are fully described in the Prospectus and are incorporated herein by reference. No underwriting discounts or commissions were paid with respect to the sale of the Private Placement Units. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

In connection with the IPO, on May 5, 2026, each of Jun Du, the Chief Executive Officer and a director of the Company, Binghan Yi, the Chief Financial Officer and a director of the Company, Pei Wang, a director of the Company, Saloon Tham, a director of the Company and Qiang Fu, a director of the Company, entered into an indemnity agreement with the Company. On May 5, 2026, all directors and officers of the Company along with the Sponsors, entered into the Letter Agreement.

 

Other than the foregoing, none of the directors or officers of the Company is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor are they party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

 

Copies of the Letter Agreement and indemnity agreements are attached as Exhibits 10.1 and 10.5 through 10.9 hereto, respectively, and are incorporated herein by reference.

 

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 5, 2026, in connection with the IPO, the Company’s Amended and Restated Memorandum and Articles of Association became effective (the “Amended Charter”). The terms of the Amended Charter are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended Charter is attached as Exhibit 3.1 hereto and incorporated herein by reference.

 

Item 8.01 Other Events.

 

A total of $100,500,000 of the net proceeds from the IPO and the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to the interest earned on the funds held in the trust account that may be released to the Company to pay its taxes and up to $100,000 of interest to pay dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of: (i) the completion of its initial business combination; (ii) the redemption of 100% of the public shares if it does not complete an initial business combination within the required period, subject to applicable law; or (iii) the redemption of any public shares properly submitted in connection with an amendment to the Amended Charter (A) that would modify the substance or timing of its obligation to allow redemption in connection with its initial business combination or to redeem 100% of the public shares if it is unable to complete its initial business combination within the period to consummate the initial business combination, or (B) with respect to the rights of holders of our Ordinary Shares and any other provision relating to shareholders’ rights or pre-initial business combination activity.

 

2

 

 

An audited balance sheet as of May 7, 2026 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be included in the next amendment to the Form 8-K.

 

On May 5, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

 

On May 7, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
1.1   Underwriting Agreement, dated May 5, 2026, by and among the Company and D. Boral Capital LLC as representative of the underwriters named therein.
     
3.1   Amended and Restated Memorandum and Articles of Association
     
4.1   Right Agreement, dated May 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company
     
10.1   Letter Agreement, dated May 5, 2026, by and among the Company, its executive officers, its directors and the Sponsors
     
10.2   Investment Management Trust Agreement, dated May 5, 2026, by and between the Company and Continental Stock Transfer & Trust Company
     
10.3   Registration Rights Agreement, dated May 5, 2026, by and among the Company, the Sponsors and the Holders signatory thereto
     
10.4   Private Units Purchase Agreement, dated May 5, 2026, by and among the Company and the Sponsors
     
10.5   Indemnity Agreement, dated May 5, 2026, by and between the Company and Jun Du
     
10.6   Indemnity Agreement, dated May 5, 2026, by and between the Company and Binghan Yi
     
10.7   Indemnity Agreement, dated May 5, 2026, by and between the Company and Pei Wang
     
10.8   Indemnity Agreement, dated May 5, 2026, by and between the Company and Saloon Tham
     
10.9   Indemnity Agreement, dated May 5, 2026, by and between the Company and Qiang Fu
     
99.1   Press Release, dated May 5, 2026.
     
99.2   Press Release, dated May 7, 2026.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 11, 2026

 

VERNAL CAPITAL ACQUISITION CORP.

 

By: /s/ Jun Du  
Name:  Jun Du  
Title: Chief Executive Officer  

 

 

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Exhibit 99.1

 

VERNAL CAPITAL ACQUISITION CORP. ANNOUNCES PRICING OF $100 MILLION INITIAL PUBLIC OFFERING

 

NEW YORK, May 5, 2026 – Vernal Capital Acquisition Corp. (NYSE: VECA) (“Vernal”) announced the pricing of its initial public offering (the “IPO”) of 10,000,000 units at $10.00 per unit. The units are expected to trade on the New York Stock Exchange (“NYSE”) under “VECAU” beginning May 6, 2026. Each unit consists of one ordinary share and one right to receive one-fourth of one ordinary share upon consummation of an initial business combination. Upon separate trading, the ordinary shares and rights are expected to be listed on NYSE under "VECA" and "VECAR," respectively.

 

D. Boral Capital LLC is acting as sole book-running manager of the offering. The underwriters have a 45-day option to purchase up to 1,500,000 additional units to cover any over-allotments. The offering is expected to close on May 7, 2026, subject to customary closing conditions.

 

A registration statement for these securities was declared effective by the SEC on May 5, 2026. The offering is made only by means of a prospectus. Copies of the prospectus may be obtained, from D. Boral Capital LLC, 590 Madison Ave., 39th Floor, New York, New York 10022, by telephone at (212) 970-5150 or by email at dbccapitalmarkets@dboralcapital.com.

 

This press release shall not constitute an offer to sell or to buy, nor shall there be any sale where such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws.

 

About Vernal

 

Vernal is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Vernal’s target search will not be limited to a particular industry or geographic region.

 

Forward-Looking Statements

 

This press release contains “forward-looking statements,” including statements regarding Vernal’s IPO. These statements are subject to risks and uncertainties that could cause actual results to differ materially. No assurance can be given that the offering will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, beyond Vernal’s control, including those in the Risk Factors section of Vernal’s registration statement filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Vernal disclaims any obligation to release publicly updates or revisions to any forward-looking statements to reflect any change in Vernal's expectations, except as required by law.

 

Contact

 

Binghan Yi, CFO

binghan@vernal.com

Exhibit 99.2

 

Vernal Capital Acquisition Corp. Announces Closing of $100,000,000 Initial Public Offering

 

NEW YORK, May 7, 2026 - Vernal Capital Acquisition Corp. (NYSE: VECAU) (the “Company”), a Cayman Islands exempted company, announced today the closing of its initial public offering of 10,000,000 units at $10.00 per unit. The units are listed on the New York Stock Exchange (“NYSE”) and began trading under the ticker symbol “VECAU” on May 6, 2026. Each unit consists of one (1) ordinary share and one (1) right entitling its holder to receive one-fourth of one ordinary share upon consummation of an initial business combination. Once the securities comprising the units begin separate trading, the ordinary shares and rights are expected to be listed on NYSE under the symbols “VECA” and “VECAR,” respectively.

 

Concurrently with the closing of the initial public offering, the Company closed a private placement of 251,250 units at a price of $10.00 per unit, resulting in gross proceeds of $2,512,500. Each private placement unit consists of one (1) ordinary share and one (1) right entitling its holder to receive one-fourth of one ordinary share upon consummation of an initial business combination.

 

D. Boral Capital LLC is acting as sole book-running manager of the offering. The underwriters have been granted a 45-day option to purchase up to an additional 1,500,000 units offered by the Company to cover over-allotments, if any. The Company was represented by Hunter Taubman Fischer & Li LLC as its legal counsel, and D. Boral Capital LLC was represented by Robinson & Cole LLP as its legal counsel.

 

Of the net proceeds received from the consummation of the initial public offering and simultaneous private placement, $100,500,000 ($10.05 per unit sold in the public offering) was placed in trust. An audited balance sheet of the Company as of May 7, 2026, reflecting receipt of the proceeds upon the consummation of the initial public offering and the private placement will be included as an exhibit to a Current Report on Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).

 

A final prospectus relating to and describing the final terms of the offering has been filed with the SEC. The offering is being made only by means of a prospectus. Copies of the prospectus may be obtained, when available, from D. Boral Capital LLC, 590 Madison Ave., 39th Floor, New York, New York 10022, by telephone at (212) 970-5150 or by email at dbccapitalmarkets@dboralcapital.com. Copies of the final prospectus can also be accessed through the SEC’s website at www.sec.gov.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Vernal Capital Acquisition Corp.

 

Vernal Capital Acquisition Corp. is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

 

Forward-Looking Statements

 

This press release contains statements that constitute “forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement, preliminary prospectus and final prospectus for the Company’s offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

 

Contact:

 

Binghan Yi

Chief Financial Officer

binghan@vernal.com

www.vernalspac.com

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Vernal Capital Acquisition Corp. (VECA-UN) announce in this 8-K?

Vernal Capital Acquisition Corp. reported the completion of its initial public offering of 10,000,000 units at $10.00 each, raising $100,000,000, plus a concurrent private placement. It also detailed related agreements, governance documents, and the funding of a dedicated trust account with $100,500,000.

How much capital did Vernal Capital Acquisition Corp. (VECA-UN) raise in its IPO?

The company raised gross proceeds of $100,000,000 from selling 10,000,000 units at $10.00 per unit. An additional $2,512,500 came from a private placement of 251,250 units to sponsors, supporting its efforts to complete an initial business combination in the future.

What is included in each VECA-UN unit sold by Vernal Capital Acquisition Corp.?

Each unit consists of one ordinary share and one right entitling the holder to receive one-fourth of one ordinary share after an initial business combination. This structure gives investors immediate equity plus additional upside through rights, contingent on successfully completing a qualifying transaction.

How are Vernal Capital Acquisition Corp. (VECA-UN) IPO proceeds safeguarded?

Vernal placed $100,500,000 of net proceeds from the IPO and private placement into a U.S.-based trust account. These funds remain locked until a business combination, a full redemption if no deal occurs in time, or specific charter-related redemption events are triggered under defined conditions.

What over-allotment option did Vernal Capital Acquisition Corp. grant underwriters?

The underwriters received a 45-day option to purchase up to 1,500,000 additional units to cover over-allotments. If exercised, this would increase the total capital raised. The option provides flexibility to meet excess demand while maintaining the IPO’s $10.00 per unit pricing structure.

What private placement did Vernal Capital Acquisition Corp. (VECA-UN) complete with its sponsors?

Simultaneously with the IPO closing, the company sold 251,250 private placement units to its sponsors at $10.00 per unit, generating $2,512,500. These units mirror public units but are subject to transfer restrictions and carry registration rights for as long as sponsors hold them.

Filing Exhibits & Attachments

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