DU JUN 4

What Happened
Jun Du — chief executive officer, director and chairman of Vernal Capital Acquisition Corp. (VECA) and a 10% owner — acquired 213,562 private units in a sponsor private placement concurrent with the company's IPO. Each unit was purchased at $10.00 for an aggregate purchase price of $2,135,620. The filing reports 213,562 ordinary shares (the shares in the units) and 213,562 rights (derivative interests) included in the private units.

Key Details

• Transaction date: 2026-05-07; Form 4 filed: 2026-05-18 (11 days later). Section 16 reports are normally due within 2 business days, so this filing appears late.
• Price: $10.00 per unit; total cash paid: $2,135,620.
• Securities acquired: 213,562 ordinary shares (reported in Table I) and 213,562 rights (reported in Table II) included in the private units.
• Reported record holder: Vernal One Limited (the Sponsor). Jun Du is the sole member of the Sponsor and has voting and investment discretion over these securities (Footnote F1).
• Derivative detail: each right converts into one-fourth (1/4) of one ordinary share upon consummation of the issuer's initial business combination (Footnotes F2–F3).
• Transaction code: P = Purchase (private placement through Sponsor).

Context
This was a sponsor private placement tied to the SPAC IPO (units sold to the Sponsor), not an open-market buy. The rights are derivative instruments tied to a future business combination (each right = 1/4 share on consummation). Because the shares are held of record by the Sponsor and Jun Du is the Sponsor's sole member, this filing reflects his control of sponsor-held securities rather than an independent, open-market investment decision.