Vernal Capital Acquisition Corp.
For the period ended Jul 31, 2026. Filed Sep 10, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 31, 2026 · Filed Sep 10, 2026
VECA$10.04+0.1%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-04-30; filed 2026-06-12.
0001213900-26-068311
Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-07-31; filed 2026-09-10.
0001213900-26-098818
Item 2. - Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 32 previous paragraphs and 36 current paragraphs.
22 unchanged; 9 reworded; 5 added; 1 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
Special Note Regarding Forward-Looking Statements
Current report
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. We have based these forward-looking statements on our current expectations and projections about future events. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s ability to complete an initial business combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek,” “should,” “could,” “would,” “plan,” “continue,” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including the Company’s ability to complete an initial business combination. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Current report
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Current report
For the six months ended July 31, 2026, we had net income of $586,700, which consists of interest income from investments held in Trust Account of $ 832,568 and interest income from bank of $4,730, partially offset by operation loss of $250,598 derived from operating costs.
Current report
In addition, as of July 31, 2026, we had $101,332,568 of cash and investments held in the Trust Account. Net cash used in operating activities for the six months ended July 31, 2026 was $301,564. Net cash used in investing activities was $100,500,000, which were related to the purchase of investments held in the Trust Account. Net cash provided by financing activities was $101,409,621, which consisted primarily of proceeds from the IPO and private placements, partially offset by offering costs.
Removed paragraphs (1)
Previous report
The Company did not have any operations or financial activity prior to July 28, 2025 (its inception date), and thus no prior period comparative information is presented.
Reworded paragraphs (9)
Previous wording
Vernal Capital Acquisition Corp. (the “Company”) is a blank check company incorporated on July 28, 2025 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities (the “Business Combination”).
Current wording
Vernal Capital Acquisition Corp. (the “Company”) is a blank check company incorporated on July 28, 2025 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities (the “Business Combination”). Our efforts to identify a prospective initial Business Combination target will not be limited to a particular industry or geographic region.
Previous wording
As of April 30, 2026, the Company had not yet commenced operations. All activity since inception through April 30, 2026, relates to the Company’s formation, its initial public offering (the “IPO”), and the identification and evaluation of prospective target businesses for a Business Combination. The Company will not generate any operating revenues until the completion of a Business Combination. The Company generates non-operating income in the form of interest earned on the funds held in the Trust Account. The Company has selected January 31 as its fiscal year end.
Current wording
As of July 31, 2026, the Company had not yet commenced operations. All activity since inception through July 31, 2026, relates to the Company’s formation, its IPO, and subsequent to the IPO, the identification and evaluation of prospective target businesses for a Business Combination. The Company will not generate any operating revenues until the completion of an initial Business Combination. The Company generates non-operating income in the form of interest earned on the funds held in the Trust Account.
Previous wording
For the three months ended April 30, 2026, we had a net loss of $25,515, all of which consisted of formation and operating costs.
Current wording
For the three months ended July 31, 2026, we had net income of $612,215, which consists of interest income from investments held in Trust Account of $ 832,568 and interest income from bank of $4,730, partially offset by operation loss of $225,083 derived from operating costs. For the period from July 28, 2025 (inception) through July 31, 2025, we had net loss of $4,193, all of which consisted of formation and operating expenses.
Previous wording
As of April 30, 2026, the Company had cash of $16,299 and working capital deficit of $366,201. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from its Sponsors, Xesse Ventures Limited and Vernal One Limited of $25,000 for 2,875,000 ordinary shares (the “Founder Shares”), and the loan under an unsecured promissory note from Vernal One Limited of $300,000.
Current wording
As of July 31, 2026, the Company had cash of $669,644 and working capital of $721,720. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from its Sponsors, Xesse Ventures Limited and Vernal One Limited of $25,000 for 2,875,000 ordinary shares (the “Founder Shares”), and the loan under an unsecured promissory note from Vernal One Limited of $300,000.
Previous wording
The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until August 7, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Combination Period. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate.
Current wording
The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until August 7, 2027 (unless the Company extends such period by amending its Amended and Restated Memorandum and Articles of Association) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards “Codification Subtopic 205-40, Presentation of Financial Statements - Going Concern,” the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the Completion Window. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Previous wording
On August 13, 2025, the Company entered into an administrative services agreement with Vernal One Limited (the “Administrative Services Agreement”), commencing on the effective date of the registration statement of the IPO through the earlier of the consummation of the initial Business Combination or the Company’s liquidation, to pay Vernal One Limited $10,000 per month for office space and administrative and support services. On April 17, 2026, the Company and Vernal One Limited entered into an amendment to the Administrative Services Agreement, pursuant to which the monthly fee was adjusted to $6,666.67. For the three months ended April 30, 2026, the Company incurred no expenses under this agreement.
Current wording
On August 13, 2025, the Company entered into an administrative services agreement with Vernal One Limited (the “Administrative Services Agreement”), commencing on the effective date of the registration statement of the IPO through the earlier of the consummation of the initial Business Combination or the Company’s liquidation, to pay Vernal One Limited $10,000 per month for office space and administrative and support services. On April 17, 2026, the Company and Vernal One Limited entered into an amendment to the Administrative Services Agreement, pursuant to which the monthly fee was adjusted to $6,666.67. The Company incurred $18,939 during each of the three- and six-month periods ended July 31, 2026. As of July 31, 2026 and January 31, 2026, unpaid balances of $18,939 and $0, respectively, were accrued on the unaudited condensed balance sheets.
Previous wording
We granted the underwriters a 45-day option following the effective date of the registration statement for the IPO to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. As of the date of this Quarterly Report on Form 10-Q, the over-allotment option has not yet expired. To the extent the over-allotment option is not exercised in full or in part, up to 375,000 Founder Shares will be forfeited by the Sponsors.
Current wording
We granted the underwriters a 45-day option following the effective date of the registration statement for the IPO to purchase up to 1,500,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. As of the date of this Quarterly Report on Form 10-Q, the over-allotment option had expired and the underwriters did not exercise the option, and as a result, 375,000 Founder Shares were forfeited by the Sponsors for no consideration in September 2026.
Previous wording
The underwriter is entitled to (i) an underwriting discount of $0.05175 per unit, or $517,500 (which remains unchanged if the over-allotment option is exercised in full or in part) in the aggregate, which was paid in cash at the closing of the IPO, (ii) 1% of the gross proceeds of the IPO, or 100,000 shares, which were issued in the form of representative shares at the closing of the IPO (such representative shares shall be registered so as to circumvent reliance on the Rule 144 exemption and shall only therein be subject to FINRA’s 180-day lock-up period rule), and (iii) 1% of the gross proceeds of the IPO, or 100,000 shares, which will be issued to the representative of the underwriters upon completion of an initial Business Combination as deferred underwriting commission.
Current wording
The underwriter was entitled to (i) an underwriting discount of $0.05175 per unit, or $517,500 in the aggregate, which was paid in cash at the closing of the IPO, (ii) 1% of the gross proceeds of the IPO, or 100,000 shares, which were issued in the form of representative shares at the closing of the IPO (such representative shares shall be registered so as to circumvent reliance on the Rule 144 exemption and shall only therein be subject to FINRA’s 180-day lock-up period rule), and (iii) 1% of the gross proceeds of the IPO, or 100,000 shares, which will be issued to the representative of the underwriters upon completion of an initial Business Combination as deferred underwriting commission.
Previous wording
As of April 30, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.
Current wording
As of July 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K. Our material contractual commitments are described in Note 6 to the unaudited condensed financial statements, including deferred compensation arrangements with the underwriter.