Vernal Capital Acquisition Corp 2026年季度报告

FORM 10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedApril 30, 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 IslandsN/A(State or other jurisdiction of(IRS Employer (Address of principal executive offices)(Zip code) (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: Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15 (d) of the SecuritiesExchange 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 submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required tosubmit 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 smallerreporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule 12b-2 of the Exchange Act: ☐Accelerated filer☒Smaller reporting companyEmerging growth company Large accelerated filerNon-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying 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 June 12, 2026, the registrant had 13,226,250 ordinary shares, par value $0.0001 per share. INDEX Part I - Financial Information1Item 1 - Financial Statements1Balance Sheet (Unaudited)1Statements of Operations (Unaudited)2Statement of Changes in Shareholders’ Deficit (Unaudited)3Statement of Cash Flows (Unaudited)4Notes to Unaudited Financial Statements5Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations16Item 3 - Quantitative and Qualitative Disclosures About Market Risk18Item 4 - Controls and Procedures18Part II - Other Information20Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds20Item 5 - Other Information20Item 6 - Exhibits21Signatures22 VERNAL CAPITAL ACQUISITION CORP.CONDENSED BALANCE SHEETS April 30,2026(Unaudited)January 31,2026 (1)Ordinary shares have been retroactively restated to reflect the issuance of 2,875,000 Founder Shares to the sponsors for $25,000 inMarch 2026, including an aggregate of up to 375,000 shares of ordinary shares subject to forfeiture if the over-allotment option isnot exercised in full or in part by the underwriters (see Note 5). The accompanying notes are an integral part of these unaudited condensed financial statements. VERNAL CAPITAL ACQUISITION CORP.UNAUDITED CONDENSED STATEMENT OF OPERATIONS Basic and diluted net loss per share (1)Excludes an aggregate of up to 375,000 shares of ordinary shares subject to forfeiture if the over-allotment option is not exercisedin full or in part by the underwriters. Ordinary shares have been retroactively restated to reflect the issuance of 2,875,000 FounderShares to the sponsors for $25,000 in March 2026, including an aggregate of up to 375,000 shares of ordinary shares subject toforfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). The accompanying notes are an integral part of these unaudited condensed financial statements. VERNAL CAPITAL ACQUISITION CORP.UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT) FOR THE THREE MONTHS ENDED APRIL 30, 2026 (1)Ordinary shares have been retroactively restated to reflect the issuance of 2,875,000 Founder Shares to the sponsors for $25,000 inMarch 2026, including an aggregate of up to 375,000 shares of ordinary shares subject to forfeiture if the over-allotment option isnot exercised in full or in part by the underwriters (see Note 5). The accompanying notes are an integral part of these unaudited condensed financial statements. VERNAL CAPITAL ACQUISITION CORP.UNAUDITED CONDENSED STATEMENT OF CASH FLOWS For theThreeMonthsEndedApril 30,2026 VERNAL CAPITAL ACQUISITION CORP.NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS Note 1 — Organization and Business Operations Vernal Capital Acquisition