[SCHEDULE 13G/A] Vernal Capital Acquisition Corp. Amended Passive Investment Disclosure
Harraden exits major stake in Vernal Capital Acquisition
Vernal Capital Acquisition Corp. is the subject of an amended Schedule 13G/A reporting that Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. no longer beneficially own Class A shares.
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Vernal Capital Acquisition Corp. is the subject of an amended Schedule 13G/A reporting that Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. no longer beneficially own Class A shares. Following an internal reorganization effective June 30, 2026, their beneficial ownership is reported as 0 shares, or 0% of the outstanding Class A stock.
The amendment is characterized as an exit filing for these reporting persons. All voting and dispositive powers over the Class A shares are reported as zero, with certain Harraden-managed funds retaining the right to receive any dividends or sale proceeds from securities previously reported.
Key Figures
Beneficially owned shares:0Percent of class:0 %Effective date of internal reorganization:06/30/2026
3 metrics
Beneficially owned shares0Amount beneficially owned in Vernal Capital Acquisition Corp. Class A
Percent of class0 %Reported ownership percentage of Class A shares
Effective date of internal reorganization06/30/2026Date after which the reporting persons ceased to be beneficial owners
"have ceased to be the beneficial owners of more than five percent"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
dispositive powerregulatory
"Sole Dispositive Power 0.00 8 | Shared Dispositive Power 0.00"
Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.
Schedule 13G/Aregulatory
"This Amendment is being filed to report that the Reporting Persons"
A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.
exit filingregulatory
"This Amendment constitutes an exit filing for the Reporting Persons."
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does VECA’s Schedule 13G/A amendment disclose about Harraden’s ownership?
The amendment reports that Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. now beneficially own 0 Class A shares of VECA, representing 0% of the class, and therefore are no longer significant shareholders.
Why is this Schedule 13G/A for VECA described as an exit filing?
It is an exit filing because the reporting persons state they have ceased to be beneficial owners of more than five percent of VECA’s Class A shares following an internal reorganization effective June 30, 2026.
Who are the reporting persons in VECA’s Schedule 13G/A amendment?
The reporting persons are Harraden Circle Investments, LLC (a Delaware limited liability company) and Frederick V. Fortmiller, Jr., who is Harraden’s managing member and a citizen of the United States.
What voting and dispositive power is reported over VECA’s Class A shares?
The amendment states that the reporting persons have 0 shares with sole or shared voting power and 0 shares with sole or shared dispositive power, confirming no current control over VECA’s Class A stock.
Do any Harraden-managed funds still benefit from VECA securities?
Yes. The document notes that certain funds identified in Item 2(a) have the right to receive dividends or sale proceeds from the securities, even though the reporting persons’ beneficial ownership is reported as 0%.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Vernal Capital Acquisition Corp.
(Name of Issuer)
Class A
(Title of Class of Securities)
G93Y7F122
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
G93Y7F122
1
Names of Reporting Persons
Harraden Circle Investments, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO, IA
SCHEDULE 13G
CUSIP Number(s):
G93Y7F122
1
Names of Reporting Persons
Frederick V. Fortmiller, Jr.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Vernal Capital Acquisition Corp.
(b)
Address of issuer's principal executive offices:
244 Fifth Avenue, Suite #1845, New York, NY 10001
Item 2.
(a)
Name of person filing:
This Statement is filed on behalf of Harraden Circle Investments, LLC ("Harraden Adviser") and Frederick V. Fortmiller, Jr. ("Mr. Fortmiller") (collectively, the "Reporting Persons").
This Statement relates to Shares (as defined herein) held for the accounts of Harraden Circle Investors, LP ("Harraden Fund"), Harraden Circle Special Opportunities, LP ("Harraden Special Op Fund"), Harraden Circle Strategic Investments, LP ("Harraden Strategic Fund"), and Harraden Circle Concentrated, LP ("Harraden Concentrated Fund"). Harraden Adviser serves as investment manager to Harraden Fund, Harraden Special Op Fund, Harraden Strategic Fund, Harraden Concentrated Fund, and other high net worth individuals and, in such capacity, exercises voting and dispositive power over the Shares reported herein. Mr. Fortmiller is the managing member of Harraden Adviser.
(b)
Address or principal business office or, if none, residence:
885 Third Avenue, Suite 2600B, New York, NY 10022
(c)
Citizenship:
Harraden Adviser is a Delaware limited liability company. Mr. Fortmiller is a citizen of the United States of America.
(d)
Title of class of securities:
Class A
(e)
CUSIP No.:
G93Y7F122
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
0
(b)
Percent of class:
0 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Certain funds identified in Item 2(a) have the right to receive any dividends from, or the proceeds from the sale of, the securities reported herein.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See disclosure in Item 2 hereof.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Harraden Circle Investments, LLC
Signature:
/s/ Frederick V. Fortmiller, Jr.
Name/Title:
Frederick V. Fortmiller, Jr., managing member
Date:
08/14/2026
Frederick V. Fortmiller, Jr.
Signature:
/s/ Frederick V. Fortmiller, Jr.
Name/Title:
Frederick V. Fortmiller, Jr.
Date:
08/14/2026
Comments accompanying signature: This Schedule 13G amends the Schedule 13G filed under Rule 13d-1(c) to remove the reporting persons who, after an internal reorganization effective June 30, 2026, are no longer beneficial owners of the securities reported herein and to change the Rule under which this Schedule 13G is filed to Rule 13d-1(b), because the remaining reporting persons qualify to file Schedule 13G under Rule 13d-1(b).
Explanatory Note: This Amendment is being filed to report that the Reporting Persons have ceased to be the beneficial owners of more than five percent of the outstanding shares of Class A common stock of the "Issuer". This Amendment constitutes an exit filing for the Reporting Persons.
