Vernal Capital Acquisition Corp.
For the period ended Jul 31, 2026. Filed Sep 10, 2026.
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Jul 31, 2026 · Filed Sep 10, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2026
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to __________
Commission File Number:001-43269
Vernal Capital Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Cayman Islands | N/A |
|---|---|
| (State or other jurisdiction of | (IRS Employer |
| incorporation or organization) | Identification Number) |
| 244 Fifth Avenue, Suite #1845 New York, NY 10001 | 10001 |
|---|---|
| (Address of principal executive offices) | (Zip code) |
+65 9328 8727
(Issuer’s telephone number including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 | VECAU | The New York Stock Exchange |
| Ordinary Shares, par value $0.0001 per share | VECA | The New York Stock Exchange |
| Rights, each entitling the holder to one-fourth of one ordinary share upon the completion of the Company’s initial business combination | VECAR | The New York Stock Exchange |
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| 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.☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒ No ☐
As of September 10, 2026, the registrant had 12,851,250 ordinary shares, par value $0.0001 per share.
FORM 10-Q FOR THE QUARTER ENDED JULY 31, 2026
TABLE OF CONTENTS
| Page | |
|---|---|
| Part I - Financial Information | 1 |
| Item 1 - Financial Statements | 1 |
| Condensed Balance Sheets (Unaudited) | 1 |
| Condensed Statements of Operations (Unaudited) | 2 |
| Condensed Statements of Changes in Shareholders’ Equity (Deficit) (Unaudited) | 3 |
| Condensed Statements of Cash Flows (Unaudited) | 4 |
| Notes to Unaudited Condensed Financial Statements | 5 |
| Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 3 - Quantitative and Qualitative Disclosures About Market Risk | 20 |
| Item 4 - Controls and Procedures | 20 |
| Part II - Other Information | 22 |
| Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds | 22 |
| Item 5 - Other Information | 22 |
| Item 6 - Exhibits | 23 |
| Signatures | 24 |
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