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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):
October 16, 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.
On
October 16, 2026, Mary Szela notified the board of directors (the “Board”) of Averin Capital Acquisition Corp. (the
“Company”) of her resignation from the Board, as a member of the Board’s audit committee (the “Audit
Committee”) and as chairperson and a member of the Board’s compensation committee (the “Compensation Committee”),
effective October 16, 2026. Ms. Szela’s resignation was not the result of any disagreement with the Company on any matter relating
to the Company’s operations, policies or practices.
To
fill the vacancies resulting from Ms. Szela’s resignation, the Board appointed Graeme Bell as chairperson of the Compensation Committee
and Akiko Moni Miyashita as a member of the Audit Committee, in each case effective October 16, 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: October 16, 2026 |
By: |
/s/ David Berry |
| |
|
Name: |
David Berry |
| |
|
Title: |
Chief Executive Officer |