Item 2. Unregistered Sales of Equity Securities
Item 2 - Unregistered Sales of Equity Securities
and Use of Proceeds
On July 31, 2025, Vernal One Limited and Xesse Ventures Limited, our
Sponsors, paid an aggregate of $25,000, or approximately $0.0145 per share, to cover certain of our offering costs in exchange for 1,725,000
Founder Shares. Such securities were issued in connection with our organization pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act. In March 2026, the Company issued 2,875,000 Founder Shares to the Sponsors for $25,000 and immediately
repurchased the 1,725,000 initial shares from the Sponsors for $25,000, being the proceeds from the above issuance, resulting in 2,875,000
Founder Shares outstanding after the repurchase, of which up to 375,000 shares are subject to forfeiture if the over-allotment option
is not exercised in full or in part by the underwriters. As of the date of this Quarterly Report on Form 10-Q, the over-allotment option
has not yet expired. The Sponsors hold a total of 2,875,000 Founder Shares, or approximately $0.0087 per share.
On May 7, 2026, the Company consummated its IPO
of 10,000,000 Units. Each Unit consists of one ordinary share and one right, each right entitling the holder thereof to receive one-fourth
of one ordinary share upon the completion of a Business Combination. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $100,000,000.
Simultaneously with the consummation of the IPO, the Company consummated
a Private Placement of 251,250 Private Placement Units, at a price of $10.00 per Private Placement Unit, generating total proceeds of
$2,512,500. The Private Placement Units were purchased by the Sponsors in the IPO. The Private Placement Units are identical to the Units
sold in the IPO, subject to certain exceptions. The purchasers of the Private Placement Units have agreed not to transfer, assign or sell
any of the Private Placement Units (or underlying securities), subject to certain customary exceptions, until 30 days after the completion
of the Company’s initial Business Combination. The issuance was made pursuant to the exemption from registration contained in Section
4(a)(2) of the Securities Act.
An aggregate of $100,500,000 has been deposited
in the Trust Account established with Continental Stock Transfer & Trust Company acting as trustee in connection with the IPO.
For a description of the use of the proceeds generated
in the IPO, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
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