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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):
February 18, 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 1.01. Entry into a Material Definitive Agreement.
On February 20, 2026, Averin
Capital Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”) of 25,000,000
units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of
$250,000,000. 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 Company has granted the underwriter a 45-day
option to purchase up to an additional 3,750,000 Units at the IPO price to cover over-allotments, if any.
In connection with the IPO,
the Company entered into the following agreements, forms of which were previously filed as exhibits to 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 (the “Commission”)
on January 30, 2026 (the “Registration Statement”):
| |
● |
An Underwriting Agreement, dated February 18, 2026 by and between the Company and Deutsche Bank Securities Inc., as representative of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. |
| |
● |
A Warrant Agreement, dated February 18, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. |
| |
● |
An Investment Management Trust Agreement, dated February 18, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. |
| |
● |
A Registration Rights Agreement, dated February 18, 2026, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. |
| |
● |
A Private Placement Units Purchase Agreement, dated February 18, 2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and Averin Capital Acquisition Sponsor LLC, a Delaware limited liability company (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. |
| |
● |
A Letter Agreement, dated February 18, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. |
| |
● |
An Administrative Services Agreement, dated February 18, 2026, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
| |
● |
Indemnity Agreements, dated February 18, 2026, by and among the Company and each Director and executive officer of the Company, a form of which is attached as Exhibit 10.6 hereto and incorporated herein by reference. |
Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing
of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate
of 200,000 units (the “Private Placement Units”) to the at a price of $10.00 per Private Placement Unit. The Private
Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration
Statement. 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.
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 19, 2026, in
connection with the IPO, Ulrik Schulze, Graeme Bell, and Mary T. Szela (collectively the “Directors”) were appointed
to the board of directors of the Company (the “Board”). Effective February 19, 2026, Each of Mary T. Szela and Ulrik
Schulze was appointed to the Board’s Audit Committee, with Graeme Bell serving as chair of the Audit Committee. Each of Graeme Bell
and Ulrik Schulze was appointed to the Board’s Compensation Committee, with Mary T. Szela serving as chair of the Compensation Committee.
On February 18, 2026, the
Company entered into indemnity agreements with each of the Directors and executive officers of the Company, that require the Company to
indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding
against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.7
to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to the Amended and Restated Memorandum
and Articles of Association; Change in Fiscal Year.
On February 17, 2026, in
connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and
Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on February
18, 2026. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and
are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit
3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $250,000,000 of
the proceeds from the IPO and the sale of the Private Placement Units (which amount includes $13,750,000 of the underwriter’s deferred
discount), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except
with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding
up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i)
the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is
unable to complete its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date
as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public
shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles
of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated
an initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating
to shareholders’ rights or pre-initial business combination activity.
On February 18, 2026, the
Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on
Form 8-K.
On February 20, 2026, the
Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on
Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement, dated February 18, 2026, by and between the Company and Deutsche Bank Securities Inc., as representative of the several underwriters. |
| |
|
|
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| |
|
|
| 4.1 |
|
Warrant Agreement, dated February 18, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
| |
|
|
| 10.1 |
|
Investment Management Trust Agreement, February 18, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee. |
| |
|
|
| 10.2 |
|
Registration Rights Agreement, dated February 18, 2026, by and among the Company and certain security holders. |
| |
|
|
| 10.3 |
|
Sponsor Private Placement Units Purchase Agreement, dated February 18, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.4 |
|
Letter Agreement, dated February 18, 2026, by and among the Company, its officers, directors, and the Sponsor. |
| |
|
|
| 10.5 |
|
Administrative Services Agreement, dated February 18, 2026, by and between the Company and the Sponsor. |
| |
|
|
| 10.6 |
|
Form of Indemnity Agreement |
| |
|
|
| 99.1 |
|
Pricing Press Release, dated February 18, 2026. |
| |
|
|
| 99.2 |
|
Closing Press Release, dated February 20, 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: February 20, 2026 |
|
|
4
Exhibit 99.1
Averin Capital Acquisition Corp. Announces the Pricing of $250,000,000
Initial Public Offering
New York, NY, February 18, 2026 (GLOBE NEWSWIRE)
– Averin Capital Acquisition Corp. (the “Company”) announced today the pricing of its initial public offering
of 25,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the Nasdaq Global Market (“Nasdaq”)
and begin trading on February 19, 2026, under the ticker symbol “ACAAU.” Each unit consists of one Class A ordinary share
and one-sixth of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at a price
of $11.50 per share, subject to certain adjustments. No fractional warrants will be issued upon separation of the units and only whole
warrants will trade. An amount equal to $10.00 per unit will be deposited into a trust account upon the closing of the offering. Once
the securities constituting the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on Nasdaq
under the symbols “ACAA” and “ACAAW,” respectively. The offering is expected to close on February 20, 2026 subject
to customary closing conditions. The Company has granted the underwriters a 45-day option to purchase up to an additional 3,750,000 units
at the initial public offering price to cover over-allotments, if any.
The Company is a blank check company formed for
the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company may pursue an acquisition opportunity in any business or industry but expects to
focus on a target in technology and health industries.
The Company’s management team is led by
David A. Berry, the Chairman and Chief Executive Officer, and Alex Lau, its Chief Financial Officer and Secretary. The Board of Directors
also includes Ulrik Schulze, Graeme Bell, and Mary T. Szela.
Deutsche Bank Securities Inc. is acting as sole
book-running manager for the offering.
The
offering is being made only by means of a prospectus. When available, copies of the prospectus may be obtained from Deutsche Bank Securities
Inc., Attention: Capital Markets, 1 Columbus Circle, New York, New York 10019, or by email at prospectus.cpdg@db.com
or by accessing the SEC’s website, www.sec.gov.
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 expected closing of the proposed initial public offering and search
for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described,
or at all.
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 initial public offering filed with the SEC. Copies of
these documents 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 Contacts
Averin Capital Acquisition Corp.
David Berry, Chief Executive Officer
david@averincapital.com
Exhibit 99.2
Averin Capital Acquisition Corp. Completes $250,000,000 Initial
Public Offering
New York, NY, Feb. 20, 2026 (GLOBE NEWSWIRE)
-- Averin Capital Acquisition Corp. (the “Company”) announced today the closing of its initial public offering of
25,000,000 units. The offering was priced at $10.00 per unit, resulting in gross proceeds of $250,000,000.
The Company’s units began trading on February
19, 2026 on the Nasdaq Global Stock Market LLC (“Nasdaq”) under the ticker symbol “ACAAU.” Each unit consists
of one Class A ordinary share of the Company and one-sixth of one redeemable warrant, with each whole warrant entitling the holder thereof
to purchase one Class A ordinary share of the Company at an exercise price of $11.50 per share. No fractional warrants will be issued
upon separation of the units and only whole warrants will trade. Once the securities constituting the units begin separate trading, the
Class A ordinary shares and warrants are expected to be listed on Nasdaq under the symbols “ACAA” and “ACAAW,”
respectively. The Company has granted the underwriter a 45-day option to purchase up to an additional 3,750,000 units at the initial public
offering price to cover over-allotments, if any.
Of the proceeds received from the consummation
of the initial public offering and a simultaneous private placement of units, $2,000,000 (or $10.00 per unit sold in the offering) was
placed in trust.
The Company is a blank check company formed for
the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company currently intends to concentrate its efforts in identifying businesses that are at
the intersection of the technology and health industries.
The Company’s management team is led by
David Berry, Chief Executive Officer and Chairman, and Alex Lau, its Chief Financial Officer. The Board also includes Ulrik Schulze, Graeme
Bell, and Mary T. Szela.
Deutsche Bank Securities Inc. acted as sole book-running manager for
the offering.
A registration statement relating to the securities
was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) 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 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.
Company Contact:
Averin Capital Acquisition Corp.
David Berry
david@averincapital.com
(339)-234-9160
