Does Akiko Miyashita have related-party transactions with Averin Capital Acquisition Corp. (ACAA)?

The company states there are no transactions involving Akiko Miyashita that require disclosure under Item 404(a) of Regulation S-K. It also notes there are no family relationships with other directors or executive officers and no arrangements with others under which she was nominated.

Akiko Miyashita joins Averin Capital (Nasdaq: ACAA) board as new director

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Averin Capital Acquisition Corp. appointed Akiko Moni Miyashita to its board of directors, effective May 28, 2026. She will serve in the first class of directors, with a term ending at the company’s first annual general meeting.

Miyashita, age 70, is the Founder of Beacon Hill Strategy Group since October 2024 and has more than 25 years of experience in strategy, finance and corporate development across healthcare, life sciences, technology and global markets. Her prior roles include Executive Vice President and Chief Strategy Officer at Valo Health, Senior Advisor at McKinsey & Company, Partner at Innosight, and Vice President of Corporate Development at IBM.

In connection with her appointment, she joined an existing letter agreement and a registration rights agreement, agreeing to waive certain redemption rights, vote her ordinary shares in favor of an initial business combination, and receive registration rights for any company shares she owns. She also entered into a standard director indemnity agreement with Averin Capital Acquisition Corp.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Director appointment date: May 28, 2026 Director age: 70 years Beacon Hill Strategy Group start: October 2024 +5 more

8 metrics

Director appointment date May 28, 2026 Effective date Akiko Miyashita joined the board

Director age 70 years Age of Akiko Moni Miyashita

Beacon Hill Strategy Group start October 2024 Start date as Founder of Beacon Hill Strategy Group

Valo Health tenure May 2019–September 2024 Executive Vice President and Chief Strategy Officer at Valo Health

McKinsey tenure October 2011–September 2015 Senior Advisor at McKinsey & Company

Innosight tenure August 2015–August 2019 Partner at Innosight LLC

IBM tenure July 2003–October 2011 Vice President of Corporate Development at IBM

Letter Agreement date February 18, 2026 Date of Letter Agreement she joined via joinder

Key Terms

emerging growth company, initial business combination, Registration Rights Agreement, director indemnity agreement, +1 more

5 terms

emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

initial business combination financial

"agreed to waive certain redemption rights and to vote any ordinary shares of the Company they hold in favor of an initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

Registration Rights Agreement financial

"joinder to that certain Registration Rights Agreement dated as of February 18, 2026, by and among the Company and certain security holders"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

director indemnity agreement regulatory

"Ms. Miyashita also entered into a standard director indemnity agreement with the Company, a form of which was filed as Exhibit 10.6"

Item 404(a) of Regulation S-K regulatory

"no transactions to which the Company is or was a participant and in which Ms. Miyashita has a material interest subject to disclosure under Item 404(a) of Regulation S-K"

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Understanding 8-K Material Events →

05/29/2026 - 04:30 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 29, 2026

AVERIN CAPITAL ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43135		98-1891461
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

240 W 40th Street, Office 205

New York, NY 10018

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (339) 234-9160

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-sixth of one redeemable warrant	ACAAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	ACAA	The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	ACAAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Appointment of New Director

On May 28, 2026, the board of directors (the “Board”) of Averin Capital Acquisition Corp. (the “Company”) appointed Akiko Moni Miyashita as a member of the Board, effective immediately. Ms. Miyashita will serve as a member of the first class of directors, which term will expire at the Company’s first annual general meeting.

Akiko Moni Miyashita, age 70, is the Founder of Beacon Hill Strategy Group, a position she has held since October 2024, where she advises chief executive officers and boards of directors on growth strategy, mergers and acquisitions, and AI-enabled transformation. She previously served on the board of directors of Halozyme Therapeutics, Inc., a publicly traded biotechnology company, from May 2022 to May 2026. Ms. Miyashita has over 25 years of experience across strategy, finance and corporate development, with expertise in healthcare and life sciences, technology and global markets. Ms. Miyashita previously served as Executive Vice President and Chief Strategy Officer of Valo Health, LLC an AI-native drug discovery and development company, from May 2019 to September 2024, where she led corporate strategy, including business model development, strategic planning, capital allocation and strategic transactions. Prior to Valo Health, LLC, Ms. Miyashita served as a Senior Advisor at McKinsey & Company, Inc. from October 2011 to September 2015 and as a Partner at Innosight LLC from August 2015 to August 2019, where she advised chief executive officers and executive teams on strategy, growth and mergers and acquisitions. From July 2003 through October 2011, Ms. Miyashita served as Vice President of Corporate Development at IBM where she led mergers and acquisitions from strategy through integration, as well as strategic partnerships and venture investments across global markets.

No family relationships exist between Ms. Miyashita and any other directors or executive officers of the Company. Ms. Miyashita is not a party to any arrangements with any other person pursuant to which she was nominated as a director. There are no transactions to which the Company is or was a participant and in which Ms. Miyashita has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

In connection with her appointment, Ms. Miyashita signed a joinder to that certain Letter Agreement dated as of February 18, 2026 by and among the Company, its officers, its directors and Averin Capital Acquisition Sponsor LLC, pursuant to which, among other things, the signatories agreed to waive certain redemption rights and to vote any ordinary shares of the Company they hold in favor of an initial business combination and also signed a joinder to that certain Registration Rights Agreement dated as of February 18, 2026, by and among the Company and certain security holders, pursuant to which, among other things, Ms. Miyashita will be entitled to certain registration rights with respect to any ordinary shares of the Company that she owns. Ms. Miyashita also entered into a standard director indemnity agreement with the Company, a form of which was filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 20, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AVERIN CAPITAL ACQUISITION CORP.

Date: May 29, 2026	By:	/s/ David Berry
		Name:	David Berry
		Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Averin Capital Acquisition Corp. (ACAA) announce about its board?

Averin Capital Acquisition Corp. appointed Akiko Moni Miyashita to its board of directors, effective May 28, 2026. She will serve in the first class of directors until the company’s first annual general meeting, strengthening the board’s strategy and corporate development expertise.

Who is Akiko Moni Miyashita, the new director at Averin Capital Acquisition Corp. (ACAA)?

Akiko Moni Miyashita is Founder of Beacon Hill Strategy Group and has over 25 years’ experience in strategy, finance and corporate development. She previously held senior roles at Valo Health, McKinsey, Innosight, IBM and served on Halozyme Therapeutics’ board, focusing on growth, M&A and global markets.

What agreements did Akiko Miyashita enter into with Averin Capital Acquisition Corp. (ACAA)?

Akiko Miyashita signed joinders to a February 18, 2026 Letter Agreement and Registration Rights Agreement. She agreed to waive certain redemption rights, vote her ordinary shares for an initial business combination, and obtained registration rights for any Averin Capital Acquisition Corp. shares she owns.

What is the term of Akiko Miyashita’s directorship at Averin Capital Acquisition Corp. (ACAA)?

Akiko Miyashita will serve as a member of the first class of directors at Averin Capital Acquisition Corp. Her term will expire at the company’s first annual general meeting, consistent with the company’s classified board structure described in the disclosure.

Filing Exhibits & Attachments

4 documents