Vernal Capital Acquisition Corp. Sample Contracts
VERNAL CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • March 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks • New York
Vernal Capital Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of May 5, 2026, is made and entered into by and among Vernal Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Xesse Ventures Limited, a British Virgin Island business company, Vernal One Limited, a British Virgin Island business company (together, the “Sponsors”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 21st, 2026 • Vernal Capital Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2026, is made and entered into by and among Vernal Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Xesse Ventures Limited, a British Virgin Island business company, Vernal One Limited, a British Virgin Island business company (together, the “Sponsors”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2026, is made and entered into by and among Vernal Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Xesse Ventures Limited, a British Virgin Island business company, Vernal One Limited, a British Virgin Island business company (together, the “Sponsors”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
VERNAL CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • May 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks • New York
Vernal Capital Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
VERNAL CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • April 21st, 2026 • Vernal Capital Acquisition Corp. • Blank checks • New York
Vernal Capital Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
FORM OF INDEMNITY AGREEMENTIndemnification Agreement • May 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks • Hong Kong
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of May 5, 2026, by and between VERNAL CAPITAL ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and Dr. Fu Qiang, an individual (“Indemnitee”).
FORM OF REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 30th, 2025 • Vernal Capital Acquisition Corp. • Blank checks • New York
REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of ______, 2025, is made and entered into by and among Vernal Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), Xesse Ventures Limited, a British Virgin Island business company, Vernal One Limited, a British Virgin Island business company (together, the “Sponsors”), and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
VERNAL CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • September 30th, 2025 • Vernal Capital Acquisition Corp. • Blank checks • New York
Vernal Capital Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • September 30th, 2025 • Vernal Capital Acquisition Corp. • Blank checks • Hong Kong
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of _________, 2025, by and between VERNAL CAPITAL ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and ________, an individual (“Indemnitee”).
Vernal Capital Acquisition Corp.Subscription Agreement • August 21st, 2025 • Vernal Capital Acquisition Corp. • Blank checks • New York
This agreement (this “Agreement”) is entered into on July 31, 2025 by and between Vernal One Limited, a British Virgin Islands business company (the “Subscriber” or “you”), and Vernal Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 1,466,250 shares of a nominal or par value of US$0.0001 each of the Company (the “Shares”), up to 191,250 of which are subject to surrender and cancellation by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
FIRST AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • March 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks
This First Amendment (“First Amendment”) to the Subscription Agreement (as defined below) is made and entered into as of March 9, 2026, by and between Vernal One Limited, a British Virgin Islands business company (the “Subscriber”) and Vernal Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Subscription Agreement.
VERNAL CAPITAL ACQUISITION CORP. RIGHTS AGREEMENTRights Agreement • December 3rd, 2025 • Vernal Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______ 2025 between Vernal Capital Acquisition Corp., a Cayman Islands exempted company, with office at 1 Raffles Place #50-00, Singapore 048616 and Continental Stock Transfer & Trust Company, a New York corporation, with office at One State Street, 30th Floor, New York, NY 10004 (“Rights Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 3rd, 2025 • Vernal Capital Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025, by and between Vernal Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Placement Unit Purchase AgreementPlacement Unit Purchase Agreement • March 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks
INSIDER LETTER AGREEMENTInsider Letter Agreement • April 21st, 2026 • Vernal Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between VERNAL CAPITAL ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 10,000,000 of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the Ordinary Shares”) and one right to receive one-fourth of one Ordinary Share (the “Public Rights”). Holders of each of the Public Rights are entitled to receive one-fourth (1/4) of one Ordinary Share of upon consummation of the Company’s initial business combination, subject to adjustment as described in the Prospectus (as defined below).
INSIDER LETTER AGREEMENTInsider Letter Agreement • March 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between VERNAL CAPITAL ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 10,000,000 of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the Ordinary Shares”) and one right to receive one-fifth of one Ordinary Share (the “Public Rights”). Holders of each of the Public Rights are entitled to receive one-fifth (1/5) of one Ordinary Share of upon consummation of the Company’s initial business combination, subject to adjustment as described in the Prospectus (as defined below).
VERNAL CAPITAL ACQUISITION CORP. UNDERWRITING AGREEMENTUnderwriting Agreement • December 3rd, 2025 • Vernal Capital Acquisition Corp. • Blank checks • New York
Vernal Capital Acquisition Corp., a Cayman Islands exempted corporation (the “Company”), hereby confirms its agreement with D. Boral Capital LLC (the “Representative”), as representative of the several underwriters named on Schedule A hereto (the “Underwriters” or, each underwriter individually, an “Underwriter”), as follows:
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • April 21st, 2026 • Vernal Capital Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Vernal Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INSIDER LETTER AGREEMENTInsider Letter Agreement • December 3rd, 2025 • Vernal Capital Acquisition Corp. • Blank checks
VERNAL CAPITAL ACQUISITION CORP. RIGHTS AGREEMENTRights Agreement • March 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______ 2026 between Vernal Capital Acquisition Corp., a Cayman Islands exempted company, with office at 244 Fifth Avenue, Suite #1845, New York, NY 10001 and Continental Stock Transfer & Trust Company, a New York corporation, with office at One State Street, 30th Floor, New York, NY 10004 (“Rights Agent”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of May 5, 2026, by and between Vernal Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
INSIDER LETTER AGREEMENTInsider Letter Agreement • September 30th, 2025 • Vernal Capital Acquisition Corp. • Blank checks
VERNAL CAPITAL ACQUISITION CORP. RIGHTS AGREEMENTRights Agreement • September 30th, 2025 • Vernal Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______ 2025 between Vernal Capital Acquisition Corp., a Cayman Islands exempted company, with office at 1 Raffles Place #50-00, Singapore 048616 and Continental Stock Transfer & Trust Company, a New York corporation, with office at One State Street, 30th Floor, New York, NY 10004 (“Rights Agent”).
Placement Unit Purchase AgreementPlacement Unit Purchase Agreement • September 30th, 2025 • Vernal Capital Acquisition Corp. • Blank checks
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 30th, 2025 • Vernal Capital Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2025, by and between Vernal Capital Acquisition Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Placement Unit Purchase AgreementPlacement Unit Purchase Agreement • April 21st, 2026 • Vernal Capital Acquisition Corp. • Blank checks
Vernal Capital Acquisition Corp.Administrative Support Agreement • April 21st, 2026 • Vernal Capital Acquisition Corp. • Blank checks
Reference is made to that certain letter agreement by and between Vernal Capital Acquisition Corp. (the “Company”) and Vernal One Limited (“Sponsor”), dated August 13, 2025 (the “Agreement”). The Company and Sponsor hereby agree to amend the Agreement as follows:
Placement Unit Purchase AgreementPlacement Unit Purchase Agreement • May 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks
Vernal Capital Acquisition Corp.Administrative Support Agreement • August 21st, 2025 • Vernal Capital Acquisition Corp. • Blank checks
This letter agreement by and between Vernal Capital Acquisition Corp. (the “Company”) and Vernal One Limited (“Sponsor”) will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and related prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination (as defined in the Registration Statement) or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks • Hong Kong
This INDEMNITY AGREEMENT (this “Agreement”) is effective as of May 5, 2026, by and between VERNAL CAPITAL ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and Wang Pei, an individual (“Indemnitee”).
Placement Unit Purchase AgreementPlacement Unit Purchase Agreement • December 3rd, 2025 • Vernal Capital Acquisition Corp. • Blank checks
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Vernal Capital Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
VERNAL CAPITAL ACQUISITION CORP. RIGHTS AGREEMENTRights Agreement • April 21st, 2026 • Vernal Capital Acquisition Corp. • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of ______ 2026 between Vernal Capital Acquisition Corp., a Cayman Islands exempted company, with office at 244 Fifth Avenue, Suite #1845, New York, NY 10001 and Continental Stock Transfer & Trust Company, a New York corporation, with office at One State Street, 30th Floor, New York, NY 10004 (“Rights Agent”).
INSIDER LETTER AGREEMENTInsider Letter Agreement • May 11th, 2026 • Vernal Capital Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between VERNAL CAPITAL ACQUISITION CORP, a Cayman Islands exempted company (the “Company”), and D. Boral Capital LLC as representative of the several underwriters (the “Underwriter”), relating to an underwritten initial public offering (the “Public Offering”), of up to 10,000,000 of the Company’s units (the “Units”), each comprised of one of the Company’s ordinary shares, par value $0.0001 per share (the Ordinary Shares”) and one right to receive one-fourth of one Ordinary Share (the “Public Rights”). Holders of each of the Public Rights are entitled to receive one-fourth (1/4) of one Ordinary Share of upon consummation of the Company’s initial business combination, subject to adjustment as described in the Prospectus (as defined below).