VECA SEC filings, in plain English
Everything Vernal Capital Acquisition has filed with the SEC that we hold — 27 filings, newest first, 25 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
The feed
live EDGAR captureNew filings appear here within minutes of hitting EDGAR; summaries follow once the pipeline has read them.
What changed: a routine compliance exhibit — specifically, a Schedule 13G/A Amendment and Joint Filing Agreement (Exhibit A) establishing coordinated Securities and Exchange Commission reporting procedures for beneficial ownership of Vernal Capital Acquisition Corp. The attached document formalizes a joint filing arrangement between Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr. (Managing Member) pursuant to Rule 13d-1(k). It does not disclose updated share counts, percentage ownership levels, transaction dates, price paid, or shifts in voting or disposition authority. As a procedural instrument, it leaves all previously reported mechanical parameters untouched: there are no updates regarding VECA’s redemption deadlines, trust account mechanics, extension proposals, target search progress, or sponsor conduct. Why it matters: Investors monitoring the liquidation calendar, per-share trust value, or deal execution timelines will find no operational updates. The filing confirms only that two related entities have agreed to consolidate future Schedule 13D and 13G amendments under a single administrative signatory. It contains zero substantive business disclosures: no information on prospective target pipelines, customer contracts, revenue metrics, market sizing, technology roadmaps, strategic partnerships, litigation matters, or executive appointments appears. All structural and signatory details are sourced exclusively from the text of the joint filing agreement itself.
What changed: SEC Schedule 13G beneficial ownership report. The excerpt identifies Highbridge Capital Management, LLC as the reporting holder. No share quantities, percentage thresholds, acquisition dates, control assertions, or contractual amendments are disclosed in the provided text. Accordingly, the filing documents no alteration to redemption window mechanics, trust account distributions, extension voting procedures, business combination negotiations, or sponsor/governance conduct. Why it matters: As a routine Section 13(d) compliance exhibit, the document does not mechanically adjust the reported trust per share of $10.05, alter the 2027-08-07 liquidation deadline, or accelerate de-SPAC deal progress. The only substantive assertion is that Highbridge Capital Management, LLC holds a reportable position. In SPAC tracking, institutional accumulation filings often precede proxy solicitations or special meeting calls, but the current excerpt lacks the numerical detail required to assess influence over redemption floors, amendment votes, or partner selection. Full filing review is necessary to confirm whether cumulative holdings cross the 5% reporting benchmark that historically impacts shareholder coordination.
What changed: A Schedule 13G beneficial ownership report filed on 2026-08-12 [0001167557-26-000155] identifying AQR Capital Management, LLC; AQR Capital Management Holdings, LLC; and AQR Arbitrage, LLC as reporting entities. The provided filing text does not address the August 7, 2027 redemption deadline, the $10.05 trust value per share, any extension proposals, target acquisition progress, or sponsor conduct. It solely lists three affiliated AQR entities without disclosing shares owned, acquisition dates, transaction prices, or stated investment purposes. Why it matters: As a routine regulatory disclosure, it confirms that AQR-family institutions track or hold voting/investment power over VECA’s public securities above the threshold triggering a Schedule 13G. Because the text contains no operational metrics, financing updates, or governance actions, it does not alter the search timeline, redemption mechanics, or valuation parameters. Investors receive standard compliance documentation rather than actionable structural or operational intelligence.
What changed: Quarterly Report (Form 10-Q) for the quarterly period ended April 30, 2026, covering the pre-IPO period of a blank check company. The company completed its IPO on May 7, 2026 (after quarter end), selling 10,000,000 units at $10.00 each for $100,000,000 gross proceeds, and simultaneously sold 251,250 private placement units at $10.00 each for $2,512,500. A total of $100,500,000 ($10.05 per public unit) was deposited into the trust account. As of April 30, 2026, the company had only $16,299 cash and a working capital deficit of $366,201, with no operations and no business combination identified. Management expressed substantial doubt about going concern. The company has until August 7, 2027 (15 months from IPO closing, extendable by up to six months) to complete a business combination. Why it matters: First public financial statements post-IPO; confirms trust account value at $10.05 per share, the deadline for deal completion (August 7, 2027), sponsor share structure (2,875,000 founder shares with up to 375,000 subject to forfeiture if over-allotment not exercised), and ongoing working capital strain. Investors tracking redemption risk and sponsor incentives need these baseline numbers.
What changed: A routine compliance exhibit: Schedule 13G, a beneficial ownership report filed by KARPUS MANAGEMENT, INC. The filing discloses beneficial ownership by KARPUS MANAGEMENT, INC. for Veral Capital Acquisition. The provided text contains no share counts, percentage thresholds, acquisition dates, or transaction mechanics bearing on redemption deadlines, trust account balance, extension provisions, merger deal progress, or sponsor conduct. Why it matters: As a standard SEC compliance exhibit, this document confirms a beneficial ownership threshold disclosure but provides no additional substance regarding target business development, customer relationships, revenue metrics, market sizing, strategic partnerships, technology assets, litigation exposure, or executive personnel changes. Without quantitative holdings data or explanatory notes in the excerpt, it does not indicate a shift in capital deployment pressure or governance activity, leaving redemption mechanics and timeline expectations unchanged relative to prior disclosures.
What changed: Routine compliance exhibit: Joint Filing Agreement (Exhibit 99.1) accompanying a Schedule 13D beneficial ownership report, executed on May 18, 2026 by Vernal One Limited through its Director, Jun Du. The filing formalizes a joint disclosure arrangement but introduces zero data affecting redemption windows, trust share valuations, extension votes, or target identification. No share quantities, acquisition dates, purchase prices, or percentage thresholds are disclosed. The agreement explicitly allocates legal responsibility, stating each undersigned party accepts independent duty for the completeness and accuracy of their own information under applicable securities rules, while disavowing responsibility for other filers’ statements except where known to be inaccurate. Why it matters: Beyond identifying Jun Du as Director of Vernal One Limited and citing a share par value of US$0.0001, the agreement contains no forward-looking claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or sponsor conduct. As a boilerplate attachment to a statutory ownership report, it does not move the needle on capital events or signal deal progression. Its practical relevance is limited to clarifying filing accountability under Rule 13d-1(k)(1); investors requiring transparency on potential block acquisitions or sponsor shifts must wait for the principal Schedule 13D table, rendering this exhibit non-material to near-term SPAC mechanics.
What changed: A Form 4 insider ownership report filed by director DU JUN. DU JUN executed an open-market purchase on 2026-05-07, acquiring 213,562 shares, bringing reported ownership to 2,657,312 shares following the transaction. This event bears directly on sponsor conduct and potential signaling, but the filing contains no information altering the SPAC’s public redemption deadline of 2027-08-07, introduces no extension proposals, references no combination target, and makes no statements regarding trust account movements or per-share redemption pricing. The report does not modify any mechanical framework governing investor withdrawals or business combination timelines. Why it matters: Beyond the reported equity accumulation, the document contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or corporate personnel changes. The sole assertion—that DU JUN purchased 213,562 shares—is attributed entirely to the Form 4 submission itself. Because Vernal Capital Acquisition Corp. remains in a SEARCHING status, this accumulation by a self-identified 10% owner and director represents a standalone capital action rather than evidence of deal progress or trust preservation tactics. Investors tracking redemption deadlines, trust value, extensions, deal progress, or sponsor conduct should note the absence of any procedural triggers, while recognizing that unsolicited open-market buying by insiders near extended search horizons often precedes target identification, though the filing itself provides no timeline, rationale, or forward-looking commitment.
What changed: Form 4 insider ownership report (SEC submission 0001213900-26-058454). According to the Form 4 filed 2026-05-18 by Vernal One Ltd, a reported 10% owner, the entity acquired 213,562 shares via open-market purchase on 2026-05-07, increasing its aggregate holding to 2,657,312 shares. This transaction leaves the stated $10.05 trust/share unchanged, maintains the 2027-08-07 SEARCH deadline, does not trigger an extension vote or fund capitalization, and advances no target identification or business combination timeline. Why it matters: The filing attributes the share accumulation exclusively to a reporting person’s open-market transaction, offering no claims regarding customer contracts, revenue metrics, market sizing, strategic roadmaps, proprietary technology, partnership arrangements, executive appointments, or litigation posture. Because the acquisition reflects market-price buying rather than a sponsor capital contribution or redemption waiver, it does not recalibrate per-share trust value, alter redemption mechanics, or modify sponsor governance obligations. The updated insider position merely increases market exposure without shifting the SPAC’s current operational or redemption calendar parameters.
What changed: Form 8-K Current Report and accompanying audited balance sheet (Exhibit 99.1) announcing the consummation of an initial public offering and private placement. On May 7, 2026, Vernal Capital Acquisition Corp. closed its IPO of 10,000,000 public units at $10.00 per unit, generating $100,000,000 in gross proceeds. Simultaneously, sponsors Vernal One Limited and Xesse Ventures Limited completed a private placement of 251,250 private units at $10.00 per unit for $2,512,500. Proceeds from both placements were deposited into a U.S.-based trust account at Continental Stock Transfer & Trust Company totaling $100,500,000 ($10.05 per public share). The filing establishes a 15-month completion window, fixing a mandatory redemption and liquidation deadline of August 7, 2027. The document authorizes up to six one-month extensions, each requiring a $330,000 deposit into the trust. It records a $135,280 over-allotment option liability measured via Black-Scholes, issues 2,875,000 founder shares to sponsors for $25,000, and confirms sponsors waived redemption and liquidation rights for their founder and private holdings. Why it matters: Because the entity had not commenced operations and generates no operating revenues until a business combination closes, investor outcomes depend entirely on execution within the locked deadline. Simon & Edward, LLP’s audit explicitly raises 'substantial doubt about the Company’s ability to continue as a going concern,' noting automatic winding up and liquidation will trigger if no combination occurs within the window. Rights attached to public units will expire worthless upon failure to combine, leaving only the $10.05 trust principal redeemable. Management claims broad discretion to pursue targets across any industry or geography but provides no assurance of success. Near-term cash management is governed by an Administrative Services Agreement with Sponsor A paying $10,000 per month for office space and support, amended on April 17, 2026 to $6,666.67 per month through combination or liquidation. Operating costs totaled $38,581 between February 1, 2026 and May 7, 2026. With $943,073 in non-trust working capital, the company must fund ongoing searches without accessing trust funds, underscoring the binary risk profile and reliance on sponsor diligence before the hard deadline.
What changed: Form 8-K Current Report and attached press release (Exhibit 99.1). The filing announces that, per the Company, holders of units may elect to separately trade the ordinary shares (ticker “VECA”) and rights (ticker “VECAR”), commencing on or about May 19, 2026, while unseparated units continue under ticker “VECAU” on the New York Stock Exchange. Regarding the tracked mechanics, the document states nothing was amended or triggered concerning the trust account, shareholder redemption window, business combination deadline, extension provisions, target diligence, or sponsor conduct. As noted by the Company in its boilerplate disclosure, its ‘efforts to identify a prospective target business will not be limited to a particular industry or geographic region.’ Why it matters: This is a standard administrative listing action that separates bundled securities for exchange trading without altering capital structure, liquidation preferences, or the mandatory August 7, 2027 dissolution clock. Because the filing contains zero updates to valuation metrics, redemption pricing, voting timelines, or negotiation status, it carries no near-term impact on redemption decisions or extension calculus. The only named individuals are Chief Executive Officer Jun Du, who attested the report, and Chief Financial Officer Binghan Yi, designated as the corporate contact. Until a formal business combination agreement, proxy statement, or charter amendment filing surfaces, this document remains a routine market-access notice.
What changed: Joint Filing Agreement (Exhibit A) attached to a Schedule 13G beneficial ownership report. This filing is strictly procedural. It does not disclose any change in beneficial ownership percentages, acquisition dates, or investment intent. It merely formalizes that Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP; and Frederick V. Fortmiller, Jr. have mutually agreed to file a joint Statement on Schedule 13G on behalf of each other under Exchange Act Rule 13d-1(k). Regarding redemption deadlines, trust account maintenance, extension proposals, deal progress, or sponsor conduct, the document contains no data, statements, or commitments. The primary 13G text is not included, so there is no verifiable information on whether these shares were purchased via public offering, private placement, or otherwise, nor is there any indication of voting alignment or redemption intent. Why it matters: For investors monitoring VECA’s path to a business combination, this exhibit confirms a coordinated reporting entity exists but offers zero insight into capital commitment levels, target pursuit status, or governance posture. Because it omits the core 13G disclosure items—such as the source of funds, identity/background verification, and purpose of the transactions—it cannot signal whether Fortmiller’s syndicate intends to hold for appreciation, influence a merger vote, or exercise shareholder exit rights near the August 7, 2027 deadline. The agreement bears no mechanical impact on the trust reserve, does not trigger any extension mechanism, and introduces no new strategic partnerships, technology claims, customer metrics, or litigation exposure. Until the accompanying Schedule 13G body is published, this filing advances no actionable intelligence for redemption windows or valuation timelines.
What changed: 8-K filed to report the consummation of the initial public offering (IPO) of Vernal Capital Acquisition Corp., including the deposit of proceeds into trust and the execution of related agreements. The Company completed its IPO of 10,000,000 units at $10.00 per unit, generating gross proceeds of $100,000,000. Simultaneously, it completed a private placement of 251,250 units to sponsors for $2,512,500. A total of $100,500,000 was deposited into the trust account, implying a trust value of $10.05 per public share. The Company also adopted its amended charter, entered into underwriting, rights, trust, registration rights, and indemnity agreements. The deadline to complete a business combination is 15 months from closing (August 7, 2027), extendable to up to 21 months with additional deposits. Why it matters: This filing establishes the trust value per share at $10.05 and the redemption deadline. Shareholders can track the trust value and deadline. No business combination target has been identified yet. Sponsor shares are subject to lock-up. The Company is now public and searching for a target.
What changed: SEC Form 3, classified as a routine compliance exhibit (insider ownership report). Mechanics: According to the submission filed by Reporting Person Wang Pei, there were ‘No non-derivative transactions or holdings reported.’ This registers a static directoral position without shifting available liquidity, altering redemption math, or signaling extension negotiations. Substance: Beyond acknowledging the director’s title and name, the report contains no assertions regarding target customers, projected revenue, addressable market size, acquisition strategy, proprietary technology, partnership pipelines, active litigation, or operational personnel. The filing functions as a regulatory baseline entry rather than a forward-looking disclosure. Why it matters: Even when a document provides zero data points for a redemption calendar, it often serves as the critical transparency anchor for the week. Investors tracking VECA through its 2027-08-07 deadline receive a confirmed record that insider equity positioning has not moved, preserving trust dynamics and keeping capital allocation neutral toward any potential business combination. Because Reporting Person Wang Pei attributes the absence of activity to a null report, sponsor conduct remains operationally quiet regarding market participation. Future Form 4 or 5 entries will determine whether this baseline shifts before the deadline, making this current submission a mandatory tracking checkpoint rather than a strategic catalyst.
What changed: SEC Form 3 — Initial Statement of Beneficial Ownership (a routine compliance exhibit). The filing reports that Vernal One Ltd, identified as a 10% owner, directly holds 2,443,750 shares of Vernal Capital Acquisition Corp. No acquisition price, date, or transaction type is disclosed, indicating a standing ownership declaration rather than a recent transfer. Why it matters: This establishes the sponsor’s baseline equity position, allowing investors to monitor promoter alignment and future dilution pathways, but does not alter trust mechanics, trigger redemption windows, or indicate extension discussions or target progress. The report contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. All holdings and titles are self-reported by Vernal One Ltd in this Form 3 submission.
What changed: Form 3 — Insider Ownership Report, classified as a routine compliance exhibit. The filing discloses that Director Yi Binghan reported no non-derivative transactions or holdings. Consequently, there are no mechanical updates to the trust account parameters, redemption scheduling, extension triggers, business combination pipeline, or sponsor/director conduct indicators. Why it matters: This submission contains no claims regarding customer activity, revenue projections, market positioning, technological development, partnership formations, litigation exposure, or executive personnel shifts. Because the document explicitly records zero insider equity movement, it does not advance, delay, or recalibrate any SPAC structural deadlines or redemption conditions. The continuous filing confirms regulatory adherence without altering existing trust baselines or deal-progress tracking for VECA.
What changed: Rule 424(b)(4) Prospectus announcing the initial public offering of 10,000,000 units by Vernal Capital Acquisition Corp. The prospectus confirms the trust account will hold $100,500,000, or $115,575,000 if the underwriters’ over-allotment option is fully exercised, reflecting $10.05 per unit. Public shareholders retain redemption rights upon business combination completion, subject to a contractual 15% cap if the company relies on a shareholder vote instead of a tender offer. Why it matters: The registrant and its sponsors disclose several provisions that alter the investment risk-return profile. Dilution tables attribute immediate pro forma net tangible book value dilution to public shareholders ranging from $4.16 to $9.92 per share depending on redemption scenarios and over-allotment exercise. The sponsors state their sub-penny founder acquisition combined with placement equity creates an economic asymmetry that incentivizes transaction closure even if the post-combination stock declines.
What changed: SEC Form 3 (initial statement of beneficial ownership), classified here as a routine compliance exhibit. The filing records zero transactional activity, amendments, or dispositions. It discloses an existing indirect holding of 2,443,750 shares reported by Du Jun, identified in the document as a director and 10% owner. No data herein alters the redemption deadline calendar, trust account mechanics, extension voting procedures, or target combination status. Why it matters: As a statutory initial ownership form, the document contains no executive commentary, revenue projections, market sizing, partnership announcements, litigation references, or strategic pivots. Consequently, it provides no measurable shift in insider alignment, redemption pressure, or sponsor conduct relative to the searching-phase timeline. For investors tracking the 2027-08-07 expiration, the absence of accompanying Form 4 derivatives means purchase or sale activity remains unreported. The 2,443,750-share indirect block and 10% classification require verification against the original prospectus to determine whether they reflect sponsor unit conversions, founder promissory notes, or private placement allocations, since the filing itself offers no attribution or structural context beyond the reporting party’s title.
What changed: Routine compliance exhibit — SEC Form 3 Statement of Changes in Beneficial Ownership establishing an initial director ownership baseline. Nothing shifted mechanically. Director Fu Qiang’s filing explicitly states 'No non-derivative transactions or holdings reported,' leaving the redemption deadline window, trust account preservation status, extension mechanics, target search progression, and sponsor governance conduct entirely unaltered by this submission. Why it matters: For investors monitoring redemption exposure and sponsor alignment, this baseline disclosure confirms statutory reporting compliance without signaling insider economic commitment to the search phase. Because Fu Qiang reported zero equity or derivative positions, the filing provides no data on director ticket sizing, risk appetite ahead of the merger vote, or operational readiness to fund due diligence. The absence of reported positions preserves the current trust trajectory and redemption calculus, meaning investors must await subsequent filings to assess whether director investment behavior converges with public shareholder interests before any announced transaction closes.
What changed: A Form 3—initial or annual statement of beneficial ownership identifying insider equity positions for director THAM Saloon at Vernal Capital Acquisition Corp. Regarding SPAC mechanics, the filing registers zero movement in director or sponsor shareholdings, does not alter the redemption calendar, proposes no extension, provides no update on target identification or deal progress, and reflects unchanged trust account dynamics. Regarding other substance, the document contains no claims, metrics, or narratives concerning customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel adjustments. The sole assertion attributable to the SEC filing itself is the explicit declaration that there were 'No non-derivative transactions or holdings reported.' Why it matters: For investors tracking VECA’s searching phase, a null Form 3 confirms routine regulatory compliance without signaling anchor investor deployment, founder capital calls, or management realignment that typically precede business combination votes or extension amendments. The absence of insider position changes temporarily removes a standard early-market indicator for sponsor conviction or financing needs, leaving public shareholder leverage and trust preservation dependent entirely on untracked operational diligence. While procedurally standard, the filing establishes a verified equity baseline that will allow investors to quickly spot derivative or non-derivative shifts once due diligence intensifies or term sheets are rumored.
What changed: A Form 8-A for registration of certain classes of securities pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934. This filing formally registers three classes of securities for quotation on the New York Stock Exchange: units (each consisting of one ordinary share and one right), ordinary shares with a par value of $0.0001 per share, and rights entitling holders to receive one-fourth (1/4) of an ordinary share. By incorporating the security descriptions referenced in the initial registration statement filed September 30, 2025 (File No. Why it matters: It functions as a routine listing-administration step confirming that the SPAC’s component securities are officially registered and recognized by the NYSE for public trading while the company remains in the SEARCHING phase. Because the 8-A merely finalizes exchange qualification mechanics and alters none of the capital structure, governance provisions, or acquisition timeline, it carries no independent impact on investor redemption deadlines, per-share trust valuations, or sponsor decision-making.
What changed: Amendment No. 3 to Form S-1 registration statement for Vernal Capital Acquisition Corp.'s initial public offering, comprising a preliminary prospectus and revised exhibits (underwriting agreement, amended charter, trust agreement, rights agreement, registration rights agreement, insider letter, and legal opinions). This is the IPO-registration amendment. The Company's financial statement note states that in April 2026 it modified offering terms: each right's conversion entitlement was increased from one-fifth to one-fourth of an Ordinary Share; the trust deposit was increased to $10.05 per public share, or $100,500,000 total ($115,575,000 if the over-allotment option is exercised); sponsor placement units were increased to 251,250 (258,750 with over-allotment); and the period to complete a business combination was shortened from 18 months to 15 months after closing, extendable by up to six one-month sponsor-funded extensions. Why it matters: This filing sets the core redemption and timing mechanics for the SPAC before it begins searching: public shareholders get a $10.05-per-share trust redemption upon a business combination or liquidation, and the Company must complete a deal within 15 months of IPO closing, or up to 21 months if sponsors deposit $330,000 per monthly extension ($379,500 if over-allotment is exercised in full). Those extension deposits do not carry public shareholder voting or redemption rights. The Company also confirms it has not selected or had substantive discussions with any target, and the prospectus details sponsor ownership, dilution, related-party payments, and China-related risks.
What changed: S-1/A (Amendment No. 2 to Form S-1) - Registration statement for a SPAC initial public offering, including preliminary prospectus. This filing is an amendment to the registration statement for Vernal Capital Acquisition Corp.'s IPO. The document includes the preliminary prospectus with full terms: $100 million offering of 10,000,000 units at $10.00 per unit, each consisting of one ordinary share and one right to receive one-fifth of an ordinary share. Trust proceeds of $10.00 per unit are deposited. The completion window is 18 months from closing, extendable by up to six one-month periods if sponsors deposit $330,000 per month ($0.033 per share). Public shareholders have redemption rights upon business combination and can vote to extend the period. Sponsor compensation is detailed: $0.0087 per founder share, $2.34 million placement units, potential working capital loans up to $1.5 million convertible at $10.00 per unit. No specific business combination target has been identified. The document also includes extensive risk factors related to China ties and regulatory risks. Why it matters: This filing establishes the definitive terms for the SPAC's IPO, including trust value, redemption mechanics, and sponsor economics. The extension mechanism requires sponsors to fund $330,000 per month, which is a commitment to trust preservation. The $10.00 per share trust floor is standard. The sponsor's nominal cost for founder shares ($0.0087) creates potential misalignment. The lack of a target and broad search criteria (including China-based targets) introduces significant uncertainty. The document is critical for investors assessing redemption deadlines and sponsor conduct.
What changed: Registration statement on Form S-1/A (Amendment No. 1) to register the Company's initial public offering of 6,000,000 units (plus 900,000 over-allotment) at $10.00 per unit, each unit consisting of one ordinary share and one right entitling the holder to receive one-seventh of one ordinary share upon a business combination. This amendment updates the S-1 with audited financial statements as of July 31, 2025, unaudited financials as of October 31, 2025, and revised risk factors, use of proceeds, and prospectus disclosures. It does not announce any business combination target or change in the SPAC's search status. The IPO remains pending SEC effectiveness. Why it matters: The filing provides the full terms of the IPO: the trust will hold $10.00 per unit ($60M); the sponsors (Vernal One and Xesse Ventures) acquired founder shares at $0.014 per share and will purchase 227,000 placement units; the SPAC has significant ties to China and extensive risk factors around CFIUS, PRC regulation, and enforceability of judgments. The company has a working capital deficit of $300,000 as of October 31, 2025 and a going concern qualification. The deadline to complete a business combination is 18 months from closing (up to 24 months with six one-month extensions, each requiring $198,000 deposit).
What changed: Form S-1 registration statement / preliminary prospectus, filed September 30, 2025, for Vernal Capital Acquisition Corp.'s proposed $60,000,000 initial public offering of 6,000,000 units at $10.00 per unit, each unit consisting of one ordinary share and one right to receive one-tenth of one ordinary share upon a business combination. This is the initial S-1 filing, not an amendment. It establishes the proposed SPAC IPO structure and discloses that the company has not selected any business combination target and has not, nor has anyone on its behalf, initiated any substantive discussions with any target. The filing includes the preliminary prospectus, form of amended and restated memorandum and articles of association, form of underwriting agreement, and related transaction documents. Why it matters: Defines the core redemption/deal mechanics for a newly searching SPAC: $10.00 per unit deposited in trust; 18 months from IPO closing to complete a business combination, extendable by up to six one-month extensions if sponsors deposit $198,000 per extension (up to $227,700 if the over-allotment option is exercised in full); public shareholders get redemption rights in connection with a business combination, but no vote or redemption in connection with sponsor-funded extensions; a 15% per-shareholder redemption cap applies if a shareholder vote is used; no specified maximum redemption threshold; and liquidation redemption of public shares if no deal closes in time. It also discloses sponsor economics and potential conflicts: sponsors bought 1,725,000 founder shares for $25,000 (~$0.014/share), up to 225,000 of which are forfeitable, and committed to buy 227,000 placement units for $2,270,000, giving sponsors about 22.18% of post-offering ordinary shares. Trust, extension, redemption, and liquidation terms make the calendar and sponsor funding behavior central to investor outcomes. The filing itself does not state a calendar deadline; the deadline is defined as 18 months from IPO closing, up to 24 months with extensions.
What changed: A confidential draft registration statement on Form S-1 containing a preliminary prospectus for the proposed initial public offering of 6,000,000 units by Vernal Capital Acquisition Corp. The registrant outlines its blank check mechanics: a $10.00 per-unit public offering with $10.00 per public share projected into a U.S. trust account. The timeline allows 18 months from closing to find a target, extendable via up to six one-month periods funded by monthly sponsor deposits of $198,000 into the trust account. Why it matters: These terms dictate the mandatory liquidity events, extension funding burden, and redemption caps that protect sponsor equity while defining public exit options. Per the registrant's filings, the concentrated insider ownership creates substantial projected dilution (up to $9.64 per share at maximum redemptions) but ensures sponsor skin-in-the-game aligned with deal completion.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.