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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):
March 5, 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 |
| Redeemable 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 3.02. Unregistered Sales of Equity
Securities.
The information included
in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events.
As previously disclosed on
a Current Report on Form 8-K dated February 20, 2026, Averin Capital Acquisition Corp. (the “Company”) consummated
its initial public offering (“IPO”) of 25,000,000 units (the “Units”) on February 20, 2026. Each
Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”),
and one-sixth of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling
the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per unit,
generating gross proceeds to the Company of $250,000,000.
Simultaneously with the closing
of the IPO, the Company completed the private sale of 200,000 units (the “Private Placement Units”) to Averin Capital
Acquisition Sponsor LLC (the “Sponsor”) at a purchase price of $10.00 per Private Placement Unit, generating gross
proceeds to the Company of $2,000,000. The Private Placement Units will not be redeemable by the Company and may be exercisable on a cashless
basis. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed
in the Company’s registration statement on Form S-1 (File No. 333-293082) for the IPO, initially filed with the U.S. Securities
and Exchange Commission on January 30, 2026. No underwriting discounts or commissions were paid with respect to such sale. The issuance
of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act
of 1933, as amended
In connection with the IPO,
the underwriter was granted a 45-day option from the date of the prospectus (the “Over-Allotment Option”)
to purchase up to 3,750,000 additional units to cover over-allotments (the “Option Units”), if any. On March 5, 2026,
the underwriters purchased an additional 3,386,008 Option Units pursuant to the partial exercise of the Over-Allotment Option. The Option
Units were sold at an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $33,860,080.
A total of $283,860,080 of
the proceeds from the sale of the Units, the Option Units, and the Private Placement Units was placed in a U.S.-based trust account maintained
by Continental Stock Transfer & Trust Company acting as trustee.
On March 5, 2026, the Company
issued a press release, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K, announcing the closing of the
partial exercise of the Over-Allotment Option.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release, dated March 5, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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. |
| |
|
|
| |
By: |
/s/ David Berry |
| |
|
Name: |
David Berry |
| |
|
Title: |
Chief Executive Officer |
| Dated: March 5, 2026 |
|
|
Exhibit 99.1
Averin Capital Acquisition Corp. Announces Closing
of Partial Exercise of IPO Over-Allotment Option
New York, NY, March 05, 2026 (GLOBE NEWSWIRE)
-- Averin Capital Acquisition Corp. (the “Company”) (NASDAQ: ACAAU), announced today that the underwriter of its previously
announced initial public offering has partially exercised its option to purchase an additional 3,386,008 units at the public offering
price of $10.00 per unit, resulting in additional gross proceeds of approximately $33,860,080. The underwriter has a remaining option
to purchase up to 363,992 additional units.
After giving effect to this partial exercise of
the over-allotment option, the total number of units sold in the public offering increased to 28,386,008 units, resulting in total gross
proceeds of $283,860,080 for the Company’s initial public offering.
Each unit consists of one Class A ordinary share
and one-sixth of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share of the Company
at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants
are expected to be traded on Nasdaq under the ticker symbols “ACAA” and “ACAAW”, respectively.
Deutsche Bank Securities Inc. acted as sole book-running
manager for the offering.
A registration statement relating to the securities
has been filed with the U.S. Securities and Exchange Commission (“SEC”) and became effective on February 18, 2026. This press
release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that constitute
“forward-looking statements,” including with respect to the initial public offering and the anticipated use of the net proceeds
thereof. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of
the Company’s registration statement and prospectus for the Company’s offering filed with the SEC. Copies are available on
the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the
date of this release, except as required by law.
Investor Contact:
Averin Capital Acquisition Corp.
David Berry, Chief Executive Officer
david@averincapital.com
