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RADIANT LOGISTICS ANNOUNCES RESULTS FOR THE THIRD FISCAL QUARTER ENDED MARCH 31, 2025

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Continues to deliver solid financial results in face of continued market headwinds;
Further progress in green-field and strategic operating partner acquisitions;
Well positioned to navigate impacts of recently announced tariffs
with low leverage and diversified service offering

RENTON, Wash., May 12, 2025 /PRNewswire/ — Radiant Logistics, Inc. (NYSE American: RLGT), a technology-enabled global transportation and value-added logistics services company, today reported financial results for the three and nine months ended March 31, 2025.

Financial Highlights – Three Months Ended March 31, 2025

Revenues of $214.0 million for the third fiscal quarter ended March 31, 2025, up $29.4 million or 15.9%, compared to revenues of $184.6 million for the comparable prior year period.Gross profit of $54.5 million for the third fiscal quarter ended March 31, 2025, up $5.7 million or 11.7%, compared to gross profit of $48.8 million for the comparable prior year period.Adjusted gross profit, a non-GAAP financial measure, of $58.2 million for the third fiscal quarter ended March 31, 2025, up $5.1 million or 9.6%, compared to adjusted gross profit of $53.1 million for the comparable prior year period.Net income attributable to Radiant Logistics, Inc. of $2.5 million, or $0.05 per basic and fully diluted share for the third fiscal quarter ended March 31, 2025, up $3.2 million or 457.1%, compared to net loss attributable to Radiant Logistics, Inc. of $0.7 million, or $0.02 loss per basic and fully diluted share for the comparable prior year period.Adjusted net income, a non-GAAP financial measure, of $6.9 million, or $0.15 per basic and $0.14 per fully diluted share for the third fiscal quarter ended March 31, 2025, up $3.3 million or 91.7%, compared to adjusted net income of $3.6 million, or $0.08 per basic and fully diluted share for the comparable prior year period.Adjusted EBITDA, a non-GAAP financial measure, of $9.4 million for the third fiscal quarter ended March 31, 2025, up $4.2 million or 80.8%, compared to adjusted EBITDA of $5.2 million for the comparable prior year period.Adjusted EBITDA margin (adjusted EBITDA expressed as a percentage of adjusted gross profit), a non-GAAP financial measure, up to 16.2% or 640 basis points, for the third fiscal quarter ended March 31, 2025, compared to adjusted EBITDA margin of 9.8% for the comparable prior year period.

Acquisition Update

Effective March 1, 2025, the Company acquired Transcon Shipping Co., Inc. (“Transcon”), a California-based, privately held company that combines decades of excellence in ocean freight forwarding services with a complementary portfolio of air freight and other transportation services from strategic gateway locations in Los Angeles, New York and Chicago.

Effective April 1, 2025, the Company acquired USA Logistics Services, Inc. and USA Carrier Services, LLC (collectively, “USA Logistics”), both Philadelphia, Pennsylvania based, privately held companies that have operated as part of the Company’s Service By Air brand since 2014.

Effective May 1, 2025, the Company acquired Universal Logistics, Inc., a Texas based, privately held company with operations in Houston that has operated under the Company’s Airgroup brand since 2001.

The Company structured each of these transactions similar to its previous transactions, with a portion of the expected purchase price payable in subsequent periods based on the achievement of certain integration milestones and the future performance of the acquired operations.

CEO Bohn Crain Comments on Results

“With the benefit of our diverse service offering, we continue to deliver solid financial results and generated $9.4 million in adjusted EBITDA for our third fiscal quarter ended March 31, 2025, which is up $4.2 million and just over 80% relative to the comparable prior year period,” said Bohn Crain, Founder and CEO of Radiant Logistics. “The comparable year-over-year improvement in adjusted EBITDA was driven through a combination of improvements in our base business operations along with contributions from our recent acquisitions. For the quarter ended March 31, our legacy U.S. operations generated $1.5 million in incremental adjusted EBITDA while our legacy Canadian operations generated $0.5 million in incremental adjusted EBITDA. An additional $2.0 million in adjusted EBITDA for the quarter ended March is driven principally by our green-field acquisitions of Seattle-based Cascade Transportation (June 2024), Houston-based Foundation Logistics and Services (September 2024), St. Louis-based TCB Transportation (December 2024), and Los Angeles-based Transcon Shipping (March 2025) along with the conversion of our strategic operating partner, Miami-based Select Logistics (February 2024).

Notwithstanding these strong results for the quarter ended March 31, 2025, we expect some near-term volatility in our results tied to the ebb and flow of the ongoing U.S. negotiations around trade and tariffs and estimate that approximately 25-30% of gross margins for the March quarter would have been impacted by the recently announced tariffs. With that said, we also expect that any near-term slowdown will likely result in a corresponding bullwhip effect, with a surge in global trade as these tariff disputes are brought to rest and are encouraged by the de-escalation of U.S – China trade tensions that occurred over the weekend. In any event, we intend to remain nimble in response to any tariff announcements by the U.S. administration and continue to support our customers in navigating these quickly evolving markets and executing thoughtful supply chain strategies for competitive advantage.”

Mr. Crain continued, “As previously discussed, we believe we are well positioned with a durable business model, diverse service offering and strong balance sheet to navigate through a slower freight market. We continue to enjoy a strong balance sheet with approximately $19.0 million of cash on hand as of March 31, 2025, and only $15.0 million drawn on our $200.0 million credit facility. At the same time, we remain focused on the longer term, staying true to our strategy to deliver profitable growth through a combination of organic and acquisition initiatives, while thoughtfully re-levering our balance sheet through a combination of strategic operating partner conversions, synergistic tuck-in acquisitions, and stock buy-backs. Through this approach we believe, over time, we will continue to deliver meaningful value for our shareholders, operating partners, and the end customers that we serve. We made good progress in this regard over this last quarter with the acquisition of California-based Transcon Shipping, the conversion of our Pennsylvania-based strategic operating partner (USA Logistics and USA Carriers) which is being combined with our existing Radiant operation in Philadelphia and the conversion of our Texas-based strategic operating partner (Universal Logistics) which is being combined with our existing Radiant operation in Houston. We believe these three transactions are representative of our broader pipeline of opportunities which includes both green-field acquisitions (i.e. companies not currently part of our network) as well as acquisition opportunities inherent in our agent-based network where we can support our current operating partners in their exit strategies.”

Three Months Ended March 31, 2025 – Financial Results

For the three months ended March 31, 2025, the Company reported net income attributable to Radiant Logistics, Inc. of $2.5 million on $214.0 million of revenues, or $0.05 per basic and fully diluted share. For the three months ended March 31, 2024, the Company reported net loss attributable to Radiant Logistics, Inc. of $0.7 million million on $184.6 million of revenues, or $0.02 loss per basic and fully diluted share.

For the three months ended March 31, 2025, the Company reported adjusted net income, a non-GAAP financial measure, of $6.9 million, or $0.15 per basic and $0.14 per fully diluted share. For the three months ended March 31, 2024, the Company reported adjusted net income of $3.6 million, or $0.08 per basic and fully diluted share.

For the three months ended March 31, 2025, the Company reported adjusted EBITDA, a non-GAAP financial measure, of $9.4 million, compared to $5.2 million for the comparable prior year period.

Nine Months Ended March 31, 2025 – Financial Results

For the nine months ended March 31, 2025, the Company reported net income attributable to Radiant Logistics, Inc. of $12.4 million on $682.1 million of revenues, or $0.26 per basic and $0.25 per fully diluted share. For the nine months ended March 31, 2024, the Company reported net income attributable to Radiant Logistics, Inc. of $2.9 million on $596.4 million of revenues, or $0.06 per basic and fully diluted share.

For the nine months ended March 31, 2025, the Company reported adjusted net income, a non-GAAP financial measure, of $25.5 million, or $0.54 per basic and $0.52 per fully diluted share. For the nine months ended March 31, 2024, the Company reported adjusted net income of $15.6 million, or $0.33 per basic and $0.32 per fully diluted share.

For the nine months ended March 31, 2025, the Company reported adjusted EBITDA, a non-GAAP financial measure, of $30.9 million, compared to $22.1 million for the comparable prior year period.

Earnings Call and Webcast Access Information

Radiant Logistics, Inc. will host a conference call on Monday, May 12, 2025 at 4:30 PM Eastern to discuss the contents of this release. The conference call is open to all interested parties, including individual investors and press. Bohn Crain, Founder and CEO will host the call.

Conference Call Details

DATE/TIME:

Monday, May 12, 2025 at 4:30 PM Eastern

DIAL-IN

US (877) 545-0320; Intl. (973) 528-0002 (Participant Access Code: 833610)

REPLAY

May 13, 2025 at 9:30 AM Eastern to May 26, 2025 at 4:30 PM Eastern, US (877) 481-4010;

Intl. (919) 882-2331 (Replay ID number: 52436)

Webcast Details 

This call is also being webcast and may be accessed via Radiant’s web site at www.radiantdelivers.com or at https://www.webcaster4.com/Webcast/Page/2191/52436

About Radiant Logistics (NYSE American: RLGT)

Radiant Logistics, Inc. (www.radiantdelivers.com) operates as a third-party logistics company, providing technology-enabled global transportation and value-added logistics solutions primarily to customers in the United States and Canada. Through its comprehensive service offering, Radiant provides domestic and international freight forwarding and freight brokerage services to a diversified account base including manufacturers, distributors and retailers, which it supports from an extensive network of company and agent-owned offices throughout North America and other key markets around the world. Radiant’s value-added logistics services include warehouse and distribution, customs brokerage, order fulfillment, inventory management and technology services.

This report contains “forward-looking statements” within the meaning set forth in United States securities laws and regulations – that is, statements related to future, not past, events. In this context, forward-looking statements often address our expected future business, financial performance and financial condition, and often contain words such as “anticipate,” “believe,” “estimates,” “expect,” “future,” “intend,” “may,” “plan,” “see,” “seek,” “strategy,” or “will” or the negative thereof or any variation thereon or similar terminology or expressions. These forward-looking statements are not guarantees and are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. We have developed our forward-looking statements based on management’s beliefs and assumptions, which in turn rely upon information available to them at the time such statements were made. Such forward-looking statements reflect our current perspectives on our business, future performance, existing trends and information as of the date of this report. These include, but are not limited to, our beliefs about future revenue and expense levels, growth rates, prospects related to our strategic initiatives and business strategies, along with express or implied assumptions about, among other things: our continued relationships with our strategic operating partners; the performance of our historic business, as well as the businesses we have recently acquired, at levels consistent with recent trends and reflective of the synergies we believe will be available to us as a result of such acquisitions; our ability to successfully integrate our recently acquired businesses; our ability to locate suitable acquisition opportunities and secure the financing necessary to complete such acquisitions; transportation costs remaining in-line with recent levels and expected trends; our ability to mitigate, to the best extent possible, our dependence on current management and certain larger strategic operating partners; our compliance with financial and other covenants under our indebtedness; the absence of any adverse laws or governmental regulations affecting the transportation industry in general, and our operations in particular; our ability to continue to respond to macroeconomic factors that have recently had a negative effect on worldwide freight markets; the impact of any health pandemic or environmental event on our operations and financial results; continued disruptions in the global supply chain; higher inflationary pressures particularly surrounding the costs of fuel, labor, and other components of our operations; potential adverse legal, reputational and financial effects on the Company resulting from the cybersecurity incident that we reported in March 2024 or future cyber incidents and the effectiveness of the Company’s business continuity plans in response to cyber incidents; the commercial, reputational and regulatory risks to our business that may arise as a consequence of our inability to remediate during fiscal year 2024 a material weakness in our internal controls over financial reporting, and the further risks that may arise should we be unable to remediate that material weakness during fiscal year 2025; and such other factors that may be identified from time to time in our U.S Securities and Exchange Commission (“SEC”) filings and other public announcements including those set forth under the caption “Risk Factors” in Part 1 Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2024, and the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2025. All subsequent written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the foregoing. Readers are cautioned not to place undue reliance on our forward-looking statements, as they speak only as of the date made. We disclaim any obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.

 

RADIANT LOGISTICS, INC.

Condensed Consolidated Balance Sheets

March 31,

June 30,

(In thousands, except share and per share data)

2025

2024

(unaudited)

ASSETS

Current assets:

Cash and cash equivalents

$

19,041

$

24,874

Accounts receivable, net of allowance of $2,029 and $2,103, respectively

134,730

118,016

Contract assets

6,596

7,615

Income tax receivable

759

3,133

Prepaid expenses and other current assets

9,117

10,567

Total current assets

170,243

164,205

Property, technology, and equipment, net

23,559

25,558

Goodwill

115,385

93,043

Intangible assets, net

47,785

34,943

Operating lease right-of-use assets

55,242

49,850

Deposits and other assets

2,288

3,586

Total other long-term assets

220,700

181,422

Total assets

$

414,502

$

371,185

LIABILITIES AND EQUITY

Current liabilities:

Accounts payable

$

74,051

$

73,558

Operating partner commissions payable

10,603

13,291

Accrued expenses

9,876

8,948

Current portion of operating lease liabilities

12,484

11,629

Current portion of finance lease liabilities

566

643

Current portion of contingent consideration

6,193

455

Other current liabilities

603

1,927

Total current liabilities

114,376

110,451

Notes payable

15,000

Operating lease liabilities, net of current portion

49,855

45,026

Finance lease liabilities, net of current portion

1,036

677

Contingent consideration, net of current portion

13,620

4,710

Deferred tax liabilities

2,088

812

Other long-term liabilities

210

Total long-term liabilities

81,809

51,225

Total liabilities

196,185

161,676

Equity:

Common stock, $0.001 par value, 100,000,000 shares authorized; 52,323,827 and
   51,844,249 shares issued, and 47,159,161 and 46,808,943 shares outstanding,
   respectively

34

33

Additional paid-in capital

110,224

110,763

Treasury stock, at cost, 5,164,666 and 5,035,306 shares, respectively

(31,874)

(31,166)

Retained earnings

145,662

133,278

Accumulated other comprehensive loss

(5,808)

(3,546)

Total Radiant Logistics, Inc. stockholders’ equity

218,238

209,362

Non-controlling interest

79

147

Total equity

218,317

209,509

Total liabilities and equity

$

414,502

$

371,185

 

RADIANT LOGISTICS, INC.

Condensed Consolidated Statements of Comprehensive Income

(unaudited)

Three Months Ended March 31,

Nine Months Ended March 31,

(In thousands, except share and per share data)

2025

2024

2025

2024

Revenues

$

214,007

$

184,559

$

682,116

$

596,438

Operating expenses:

Cost of transportation and other services

155,832

131,438

503,082

420,495

Operating partner commissions

19,256

20,077

57,348

69,678

Personnel costs

20,450

19,416

59,627

58,803

Selling, general and administrative expenses

9,739

9,994

30,894

29,987

Depreciation and amortization

4,936

4,540

14,779

13,430

Lease termination costs

210

1,376

76

Change in fair value of contingent consideration

250

(850)

(450)

Total operating expenses

210,673

185,465

666,256

592,019

Income (loss) from operations

3,334

(906)

15,860

4,419

Other income (expense):

Interest income

292

623

1,124

1,829

Interest expense

(303)

(250)

(851)

(843)

Foreign currency transaction gain

96

105

215

121

Change in fair value of interest rate swap contracts

(291)

(170)

(1,032)

(903)

Other

17

32

1,070

195

Total other income (expense)

(189)

340

526

399

Income (loss) before income taxes

3,145

(566)

16,386

4,818

Income tax expense

(573)

(49)

(3,881)

(1,467)

Net income (loss)

2,572

(615)

12,505

3,351

Less: net income attributable to non-controlling interest

(31)

(88)

(121)

(447)

Net income (loss) attributable to Radiant Logistics, Inc.

$

2,541

$

(703)

$

12,384

$

2,904

Other comprehensive income (loss):

Foreign currency translation gain (loss)

9

(1,151)

(2,262)

(882)

Comprehensive income (loss)

$

2,581

$

(1,766)

$

10,243

$

2,469

Income (loss) per share:

Basic

$

0.05

$

(0.02)

$

0.26

$

0.06

Diluted

$

0.05

$

(0.02)

$

0.25

$

0.06

Weighted average common shares outstanding:

Basic

47,073,339

46,963,845

46,911,231

47,084,645

Diluted

48,666,557

46,963,845

48,743,999

48,899,138

 

Reconciliation of Non-GAAP Measures
RADIANT LOGISTICS, INC.

Reconciliation of Gross Profit to Adjusted Gross Profit, Net Income Attributable to Radiant Logistics, Inc.
to Adjusted Net Income, EBITDA, Adjusted EBITDA, and Adjusted EBITDA Margin
(unaudited)

As used in this report adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are not measures of financial performance or liquidity under United States Generally Accepted Accounting Principles (“GAAP”). Adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin are presented herein because they are important metrics used by management to evaluate and understand the performance of the ongoing operations of Radiant’s business. For adjusted net income, management uses a 24.5% tax rate to calculate the provision for income taxes to normalize Radiant’s tax rate to that of its competitors and to compare Radiant’s reporting periods with different effective tax rates. In addition, in arriving at adjusted net income, the Company adjusts for certain non-cash charges and significant items that are not part of regular operating activities. These adjustments include income taxes, depreciation and amortization, net interest expense, share-based compensation, change in fair value of contingent consideration, transition costs, lease termination costs, acquisition related costs, cybersecurity related costs, litigation costs, change in fair value of interest rate swap contracts, and gain on foreign currency transaction.

We commonly refer to the term “adjusted gross profit” when commenting about our Company and the results of operations. Adjusted gross profit is a non-GAAP measure calculated as revenues less directly related operations and expenses attributed to the Company’s services. Adjusted gross profit is calculated as GAAP gross profit exclusive of depreciation and amortization, which are reported separately. We believe adjusted gross profit is a better measurement than are total revenues when analyzing and discussing the effectiveness of our business and is used as a portion of a key metric the Company uses to discuss its progress.

EBITDA is a non-GAAP measure of income and does not include the effects of interest, taxes, and the “non-cash” effects of depreciation and amortization on long-term assets. Companies have some discretion as to which elements of depreciation and amortization are excluded in the EBITDA calculation. We exclude all depreciation charges related to property, technology, and equipment and all amortization charges (including amortization of leasehold improvements). We then further adjust EBITDA to exclude share-based compensation, changes in fair value of contingent consideration, expenses specifically attributable to acquisitions, cybersecurity incident related costs, changes in fair value of interest rate swap contracts, lease termination costs, foreign currency transaction gains and losses, litigation expenses unrelated to our core operations, and other non-cash charges. While management considers EBITDA and adjusted EBITDA useful in analyzing our results, it is not intended to replace any presentation included in our condensed consolidated financial statements.

We believe that these non-GAAP financial measures, as presented, represent a useful method of assessing the performance of our operating activities, as they reflect our earnings trends without the impact of certain non-cash charges and other non-recurring charges. These non-GAAP financial measures are intended to supplement the GAAP financial information by providing additional insight regarding results of operations to allow a comparison to other companies, many of whom use similar non-GAAP financial measures to supplement their GAAP results. However, these non-GAAP financial measures will not be defined in the same manner by all companies and may not be comparable to other companies. Adjusted gross profit, adjusted net income, EBITDA, adjusted EBITDA, and adjusted EBITDA margin should not be considered in isolation or as a substitute for any of the condensed consolidated statements of comprehensive income prepared in accordance with GAAP, or as an indication of Radiant’s operating performance or liquidity.

(In thousands)

Three Months Ended March 31,

Nine Months Ended March 31,

Reconciliation of adjusted gross profit to GAAP gross profit

2025

2024

2025

2024

Revenues

$

214,007

$

184,559

$

682,116

$

596,438

Cost of transportation and other services (exclusive of
    depreciation and amortization, shown separately below)

(155,832)

(131,438)

(503,082)

(420,495)

Depreciation and amortization

(3,632)

(4,370)

(10,827)

(10,908)

GAAP gross profit

$

54,543

$

48,751

$

168,207

$

165,035

Depreciation and amortization

3,632

4,370

10,827

10,908

Adjusted gross profit

$

58,175

$

53,121

$

179,034

$

175,943

GAAP gross profit percentage

25.5

%

26.4

%

24.7

%

27.7

%

Adjusted gross profit percentage

27.2

%

28.8

%

26.2

%

29.5

%

(In thousands)

Three Months Ended March 31,

Nine Months Ended March 31,

Reconciliation of GAAP net income to adjusted EBITDA

2025

2024

2025

2024

Net income (loss) attributable to Radiant Logistics, Inc.

$

2,541

$

(703)

$

12,384

$

2,904

Income tax expense

573

49

3,881

1,467

Depreciation and amortization (1)

4,936

4,654

14,893

13,773

Net interest expense (income)

11

(373)

(273)

(986)

EBITDA

8,061

3,627

30,885

17,158

Share-based compensation

470

951

(1,180)

2,526

Change in fair value of contingent consideration

250

(850)

(450)

Acquisition related costs

179

129

364

450

Cybersecurity event

266

266

Litigation costs

33

170

454

1,275

Gain on litigation settlement

(1,000)

Lease termination costs

210

1,376

76

Change in fair value of interest rate swap contracts

291

170

1,032

903

Foreign currency transaction gain

(96)

(105)

(215)

(121)

Adjusted EBITDA

$

9,398

$

5,208

$

30,866

$

22,083

Adjusted EBITDA margin (adjusted EBITDA as a % of adjusted gross profit)

16.2

%

9.8

%

17.2

%

12.6

%

(1)   Depreciation and amortization for the purposes of calculating adjusted EBITDA, a non-GAAP financial measure, includes depreciation expenses recognized

       on certain computer software as a service.

(In thousands, except share and per share data)

Three Months Ended March 31,

Nine Months Ended March 31,

Reconciliation of GAAP net income to adjusted net income

2025

2024

2025

2024

Net income (loss) attributable to Radiant Logistics, Inc.

$

2,541

$

(703)

$

12,384

$

2,904

Adjustments to net income:

Income tax expense

573

49

3,881

1,467

Depreciation and amortization

4,936

4,540

14,779

13,430

Change in fair value of contingent consideration

250

(850)

(450)

Acquisition related costs

179

129

364

450

Cybersecurity event

266

266

Litigation costs

33

170

454

1,275

Lease termination costs

210

1,376

76

Change in fair value of interest rate swap contracts

291

170

1,032

903

Amortization of debt issuance costs

100

129

300

384

Adjusted net income before income taxes

9,113

4,750

33,720

20,705

Provision for income taxes at 24.5%

(2,232)

(1,164)

(8,261)

(5,073)

Adjusted net income

$

6,881

$

3,586

$

25,459

$

15,632

Adjusted net income per common share:

Basic

$

0.15

$

0.08

$

0.54

$

0.33

Diluted

$

0.14

$

0.08

$

0.52

$

0.32

Weighted average common shares outstanding:

Basic

47,073,339

46,963,845

46,911,231

47,084,645

Diluted

48,666,557

46,963,845

48,743,999

48,899,138

 

 

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SOURCE Radiant Logistics, Inc.

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Technology

VERNAL CAPITAL ACQUISITION CORP. ANNOUNCES PRICING OF $100 MILLION INITIAL PUBLIC OFFERING

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NEW YORK, May 5, 2026 /PRNewswire/ — Vernal Capital Acquisition Corp. (NYSE: VECA) (“Vernal”) announced the pricing of its initial public offering (the “IPO”) of 10,000,000 units at $10.00 per unit. The units are expected to trade on the New York Stock Exchange (“NYSE”) under “VECAU” beginning May 6, 2026. Each unit consists of one ordinary share and one right to receive one-fourth of one ordinary share upon consummation of an initial business combination. Upon separate trading, the ordinary shares and rights are expected to be listed on NYSE under “VECA” and “VECAR,” respectively.

D. Boral Capital LLC is acting as sole book-running manager of the offering. The underwriters have a 45-day option to purchase up to 1,500,000 additional units to cover any over-allotments. The offering is expected to close on May 7, 2026, subject to customary closing conditions.

A registration statement for these securities was declared effective by the SEC on May 5, 2026. The offering is made only by means of a prospectus. Copies of the prospectus may be obtained, from D. Boral Capital LLC, 590 Madison Ave., 39th Floor, New York, New York 10022, by telephone at (212) 970-5150 or by email at dbccapitalmarkets@dboralcapital.com.

This press release shall not constitute an offer to sell or to buy, nor shall there be any sale where such offer, solicitation or sale would be unlawful prior to registration or qualification under the applicable securities laws.

About Vernal

Vernal is a blank check company formed to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Vernal’s target search will not be limited to a particular industry or geographic region.

Forward-Looking Statements

This press release contains “forward-looking statements,” including statements regarding Vernal’s IPO. These statements are subject to risks and uncertainties that could cause actual results to differ materially. No assurance can be given that the offering will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, beyond Vernal’s control, including those in the Risk Factors section of Vernal’s registration statement filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. Vernal disclaims any obligation to release publicly updates or revisions to any forward-looking statements to reflect any change in Vernal’s expectations, except as required by law.

Contact

Binghan Yi, CFO
binghan@vernal.com
www.vernalspac.com

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RIVANNA nominated for MedTech Scale-Up of the Year at MedTech World Awards 2026 | North America

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Nomination places the Charlottesville-based company among growth-stage medtech leaders recognized for commercial momentum in AI-powered clinical decision support; public voting is open through May 8

CHARLOTTESVILLE, Va., May 5, 2026 /PRNewswire/ — RIVANNA®, developer of AI-powered clinical decision-support solutions, today announced that it has been nominated for MedTech Scale-Up of the Year at the MedTech World Awards 2026 | North America. Public voting is open through Friday, May 8, 2026, with category winners to be announced at the inaugural North American Awards Gala on May 11, 2026, at the Hilton West Palm Beach in Florida.

The MedTech Scale-Up of the Year category honors a growth-stage company successfully scaling revenues, partnerships, and adoption across the global medical technology ecosystem. Nominees across the program’s 22 categories were selected through a structured process led by the MedTech World Steering Committee, with category winners determined by a combination of expert evaluation and public voting from the global MedTech community.

“We have built RIVANNA on validation earned from the most rigorous technical buyers in healthcare: competitive federal awards translated into FDA-cleared products, each paired with a commercial program that meets clinicians where they work,” said Will Mauldin, PhD, Co-founder and CEO of RIVANNA. “Being nominated for MedTech Scale-Up of the Year is a meaningful affirmation of that approach and the team executing it.”

Public voting closes Friday, May 8, 2026. Members of the MedTech community are invited to support RIVANNA’s nomination at the official voting page: vote here.

The award nomination follows a year of measurable scaling for RIVANNA:

In October 2025, RIVANNA reported on being named a finalist in MedTech Innovator’s 2025 Early-Stage Grand Prize competition, selected from nearly 1,500 global applicants to represent the top 4% of medtech innovations worldwide.In December 2025, RIVANNA reported on the U.S. Food and Drug Administration’s 510(k) clearance of its Accuro® 3S Needle Guide Kit consumables, building on existing Accuro 3S device clearance.In April 2026, RIVANNA reported on peer-reviewed findings, published in 2025 in the Journal of Emergency Medicine (DOI: 10.1016/j.jemermed.2025.11.011), showing that the Accuro® XV musculoskeletal imaging system enables non-physician operators to acquire diagnostic-quality scans after just one hour of hands-on training.In May 2026, RIVANNA reported on the U.S. Food and Drug Administration’s 510(k) clearance of the Accuro® XV Diagnostic Ultrasound System for musculoskeletal imaging, authorizing commercial use across hospital and clinic settings.The company’s clinical program now spans eight sites nationwide with more than 1,500 patients enrolled.

The 2026 MedTech World Awards | North America, powered by Blue Goat Cyber, will be presented Monday, May 11, 2026, at the inaugural North American Awards Gala at the Hilton West Palm Beach, marking the first time the MedTech World Awards have been hosted in the United States.

About the MedTech Scale-Up of the Year Award
Presented by MedTech World, the MedTech Scale-Up of the Year category recognizes growth-stage medical technology companies demonstrating strong commercial momentum, expanding partnerships, and accelerating real-world adoption. The award is one of 22 categories spanning innovation, clinical excellence, regulatory strategy, investment, and leadership across the global MedTech ecosystem.

About RIVANNA
RIVANNA® is a medical technology company developing clinical decision-support solutions powered by proprietary clinical datasets, AI models, and purpose-built imaging hardware. The company’s platform automates complex anatomical analysis at the point of care, enabling faster, more confident clinical decisions while reducing variability and expanding access to advanced capabilities. The first applications target significant market opportunities in regional anesthesia and fracture care. RIVANNA has built a proven FDA regulatory track record across its Accuro® platform, with device clearances for Accuro® 3S (spinal needle guidance) and Accuro® XV (musculoskeletal imaging), a portfolio of supporting cleared consumables, and AI software modules advancing through regulatory review. The company is backed by 100+ patents and validated through clinical partnerships with leading academic medical centers. RIVANNA is headquartered in Charlottesville, Virginia, and operates an FDA-registered, ISO 13485:2016-certified manufacturing facility. Learn more at rivannamedical.com.

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SOURCE RIVANNA

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D2L Launch Week Highlights Latest Product Releases

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Latest innovations are designed to save time, simplify workflows, and help drive better learning outcomes

TORONTO, May 5, 2026 /PRNewswire/ – D2L, a global leader in learning innovation, hosted its first-ever D2L Launch Week, a four-day virtual webinar series spotlighting the company’s latest product innovations across D2L Brightspace in 2026.

Throughout the week, D2L showcased a range of product releases through live demos and practical customer use cases, highlighting how institutions, school districts and organizations can help to drive engagement and improve learning outcomes. The featured updates include enhancements to D2L Lumi for idea generation, intervention suggestions, quiz creation and summarization; tools to strengthen parent and guardian outreach; and administrative capabilities designed to help large organizations delegate course and configuration management more effectively.

“We’re proud to showcase the ways D2L continues to innovate to help make learning more personalized, efficient, and scalable,” said Christian Pantel, Chief Product Officer at D2L. “From new D2L Lumi features to enhanced communication tools and more flexible distributed administration capabilities, these updates are designed to help our customers save time, improve usability, and deliver better learning experiences at scale.”

Enhancements to D2L Lumi

Among the new capabilities were several updates to D2L’s AI-native tool, D2L Lumi, designed to improve usability, transparency, and alignment across workflows, including:

D2L Lumi Ideas: Generates assignment and discussion ideas directly within Brightspace, making it easier to generate high quality content aligned to learning outcomes.D2L Lumi Insights: Gives educators access to learning intervention suggestions, designed to provide recommended next steps based on learner data.D2L Lumi Quiz: Helps educators generate questions from multiple course content topics and includes a more streamlined question-generation workflow.D2L Lumi Summary: Supports summarization from more content sources, including nested submodules, and can give educators the ability to preview and adjust source text before summarization.

Updates to Parent and Guardian Communications

D2L also introduced new parent and guardian communication enhancements to help K-12 educators strengthen engagement beyond the classroom. Teachers can now send bulk emails to all parents and guardians associated with students in their class. For individual student outreach, teachers can also email parents and guardians of a specific learner, making it easier to share timely updates on student progress and classroom activity.

Manage Distributed Administration at Scale

Distributed Administration gives organizations more flexibility to delegate administrative responsibilities across organization levels. With Distributed Administration, administrators can manage specific areas, enabling them to oversee courses while helping to reduce bottlenecks and free up time.

Learn more about the latest product releases showcased at D2L Launch Week.

About D2L   
D2L is transforming the way the world learns, helping learners achieve more than they dreamed possible. Working closely with customers all over the world, D2L is on a mission to make learning more inspiring, engaging and human. Find out how D2L helps transform lives and delivers outstanding learning outcomes in K-12, higher education and businesses.

D2L Media Contact
PR@D2L.com
X: @D2L
© 2026 D2L Corporation.

The D2L family of companies includes D2L Inc., D2L Corporation, D2L Ltd, D2L Australia Pty Ltd, D2L Europe Ltd, D2L Asia Pte Ltd, D2L India Pvt Ltd, D2L Brasil Soluções de Tecnologia para Educação Ltda and D2L Sistemas de Aprendizaje Innovadores, S. D2 R.L de C.V., and H5P Group AS.

All D2L and H5P marks are owned by the D2L group of companies. Please visit D2L.com/trademarks for a list of D2L marks. All other trademarks are the property of their respective owners.

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