Vernal One Ltd 4

What Happened
Vernal One Ltd, the sponsor and a 10% owner of Vernal Capital Acquisition Corp. (VECA), acquired 213,562 ordinary shares and 213,562 accompanying rights as part of a private placement tied to the issuer's IPO. The private units were purchased at $10.00 per unit (one ordinary share + one right) for an aggregate purchase price of $2,135,620. The rights are derivative instruments that will automatically convert into one‑fourth (1/4) of one ordinary share upon consummation of the issuer's initial business combination.

Key Details

• Transaction date: May 7, 2026 (reported on Form 4 filed May 18, 2026).
• Consideration: 213,562 units at $10.00 per unit = $2,135,620 total. Table shows shares/rights with price N/A; footnote discloses the $10/unit private placement.
• Shares/rights acquired: 213,562 ordinary shares and 213,562 rights (each right converts to 1/4 share on a business combination).
• Holdings after transaction (as reported): 213,562 ordinary shares and 213,562 rights held of record by Vernal One Ltd.
• Control: Footnote states Mr. Jun Du is the sole member of the Sponsor and has voting and investment discretion over the securities.
• Filing timeliness: The Form 4 was filed 11 days after the transaction (May 18 vs May 7), which is outside the usual two‑business‑day window for Form 4 filings.

Context

• This was a sponsor private placement associated with the SPAC’s IPO (commonly called founder/sponsor units), not an open‑market trade by an executive. Such purchases are standard for SPAC sponsors and differ from routine insider buy/sell signals.
• The reported rights are derivative and will convert automatically to common shares (1/4 share per right) only upon the company completing its initial business combination.
• Because Vernal One Ltd is a sponsor/10% owner rather than an individual officer selling for personal liquidity, the transaction reflects sponsor positioning at IPO rather than a typical insider market signal.