Vernal Capital Acquisition Corp. S-1/A

AMENDMENT NO. 2 TO FORM S-1

FORM OF UNDERWRITING AGREEMENT

FORM OF AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

SPECIMEN UNIT CERTIFICATE

SPECIMEN ORDINARY SHARE CERTIFICATE

FORM OF RIGHTS AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

SPECIMEN RIGHTS CERTIFICATE

OPINION OF OGIER

OPINION OF HUNTER TAUBMAN FISCHER & LI LLC

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT

FORM OF REGISTRATION RIGHTS AGREEMENT AMONG THE REGISTRANT AND CERTAIN SECURITYHOLDERS

FORM OF PLACEMENT UNIT PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND SPONSORS

SECURITIES SUBSCRIPTION AGREEMENT, AS AMENDED, BETWEEN THE REGISTRANT AND VERNAL ONE LIMITED

SECURITIES SUBSCRIPTION AGREEMENT, AS AMENDED, BETWEEN THE REGISTRANT AND XESSE VENTURES LIMITED

FORM OF LETTER AGREEMENT BETWEEN THE REGISTRANT, SPONSORS AND EACH DIRECTOR AND OFFICER OF THE REGISTRANT

LETTER FROM GUANGDONG PROUDEN CPAS GP REGARDING CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

CONSENT OF SIMON & EDWARD, LLP

FILING FEE TABLE

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