Averin Capital Acquisition Corp 8-K, filed Mar 5, 2026
Averin Capital Acquisition Corp. (ACAA)
About this 8-K
Averin Capital Acquisition Corp filed this 8-K on March 5, 2026.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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).
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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). |
1
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 | |||
2
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