Averin Capital Acquisition

This filing locks in the capitalization parameters that will drive all future redemption valuations and liquidation mechanics. By recording the $250,000,000 Trust Account deposit, the Company establishes the absolute cash floor against which future interest accruals and potential redemptions will be measured. If the Company fails to complete a Business Combination within the 24-month Completion Window, the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) and Trust Agreement mandate that this exact principal pool dictates the mandatory 100% public share redemption payout. The attached Letters and Agreements also cement sponsor conduct: the Letter Agreement requires directors and the Sponsor to vote in favor of any proposed Business Combination and subjects them to an 180-day trading restriction, while the Administrative Services Agreement caps ongoing operational draws at $10,000 per month payable exclusively from non-trust funds. Additionally, the Warrant Agreement (Exhibit 4.1) standardizes market leverage at a $11.50 exercise price with a five-year term. For investors, these terms define the precise spread between the IPO price and warrant strike, fix the administrative cost burden, and ensure underwriter deferred compensation ($13,750,000) is forfeited pro rata to public shareholders if liquidation occurs, directly impacting expected recovery rates.

The prospectus provides explicit risk disclosures regarding sponsor conduct and economic alignment, stating that the sponsor’s founder shares were acquired at $0.003 per share and will convert at a one-for-one basis (adjusting to preserve approximately 20.00% ownership) while holding no redemption or liquidation rights from the trust.

These parameters dictate the exact liquidity timeline and valuation floors applicable to all future extension resolutions and tender offers. By locking in the $250,000,000 trust principal and $10.00 per unit deposit mechanism, the filing establishes the precise cash distribution math for any upcoming redemption events. Strategically, the prospectus outlines an operational focus targeting businesses at the intersection of technology and health, specifically highlighting artificial intelligence, longevity, data-driven care, and deep technology. David Berry, Chairman and Chief Executive Officer, claims over two decades of entrepreneurial experience, noting he previously served as a General Partner at Flagship Pioneering Inc. where he founded or co-founded seven entities achieving valuations exceeding $1 billion, and led Valo Health, LLC, an AI-driven drug discovery platform. These claims frame the anticipated deal flow pipeline, though the document explicitly confirms that no target has been selected and no substantive discussions have been initiated. Consequently, investors must evaluate the proposed strategic thesis and sponsor track record against the rigid mechanical safeguards governing trust liquidation and executive compensation.

These provisions establish the precise timeline for redemption triggers, the exact mathematical formula for distributing trust assets, and the structural alignment—or misalignment—between sponsor incentives and public shareholder returns. The document highlights that the nominal purchase price for founder shares creates immediate and material dilution to public buyers; the filing’s dilution table illustrates that assuming maximum redemptions and no over-allotment, net tangible book value per share could drop to $0.10. The prospectus details permitted withdrawals from the trust account, allowing releases of up to $500,000 annually for working capital (plus rolled-over unused balances) and separate amounts for tax obligations, alongside a cap of $100,000 for dissolution expenses. Management explicitly attributes pervasive conflicts of interest to the filing, noting that current officers and directors hold fiduciary duties to Averin Capital and its affiliated funds, which may legally require them to direct acquisition opportunities toward those external vehicles before evaluating them for ACAA. The filing further codifies sponsor financial arrangements, including repayment of up to $300,000 in promissory loans for organizational expenses, monthly payments of $10,000 to a sponsor affiliate for office and administrative support for up to 24 or 27 months, and deferred underwriting commissions of $13,750,000 ($15,812,500 if over-allotted) retained in trust solely upon combination success. Together, these terms define the legal posture under Cayman Islands corporate law, PFIC tax exposure, and the operational constraints imposed on management prior to deal execution.

What changed: A Form 8-K Current Report and attached press release announcing the administrative commencement of separate trading for the registrant's Class A ordinary shares and warrants. No alterations occurred to the redemption schedule, trust account valuation, business combination deadline, target search status, or sponsor governance. The filing discloses a standard listing mechanic: beginning April 10, 2026, holders of units issued in the initial public offering may elect to separate them. Each original unit contains one Class A ordinary share ($0.0001 par value) and one-sixth of one redeemable warrant. Upon separation, the shares and whole warrants trade independently under the ticker symbols ACAA and ACAAW on the Nasdaq Global Market, while any unsplit units continue trading as ACAAU. The entire warrants carry a fixed exercise price of $11.50 per share, and the transfer agent responsible for processing separations is Continental Stock Transfer & Trust Company. Why it matters: This represents a routine capital stack optimization event that typically follows shortly after a SPAC pricing. It allows investors to trade the equity and derivative components separately, enhancing liquidity and price discovery without modifying the underlying trust reserve, altering redemption rights, or advancing the merger timeline. The accompanying press release, distributed through GLOBE NEWSWIRE and authorized by Chief Executive Officer David Berry, reaffirms the company's stated operational thesis to screen and pursue business combinations specifically at the intersection of the technology and health sectors.

What changed: Form 8-K Current Report and accompanying Exhibit 99.1 press release dated March 5, 2026, disclosing the partial exercise of an initial public offering over-allotment option. According to the filing, on March 5, 2026, underwriters purchased an additional 3,386,008 units at $10.00 per unit pursuant to a partial exercise of their over-allotment option. This added $33,860,080 in gross proceeds to the original February 20, 2026 IPO transaction. The total public offering increased to 28,386,008 units, generating aggregate gross proceeds of $283,860,080. The Company reports that a total of $283,860,080 of proceeds from the sale of the units, option units, and 200,000 private placement units was deposited into a U.S.-based trust account administered by Continental Stock Transfer & Trust Company. Underwriters retain an unexercised option for 363,992 additional units. The document confirms existing mechanical terms, including $0.0001 par value for Class A ordinary shares, one Class A share per unit, one-sixth of a redeemable warrant per unit, and a $11.50 warrant exercise price. Why it matters: This update increases the company’s absolute capital reserves and adjusts the total trust balance available for a pending business combination while limiting proportional dilution by leaving 363,992 over-allotment units unused. The filing does not announce a target acquisition, pipeline development, extension, or changes to sponsor conduct, and leaves the redemption deadline of February 20, 2028, unchanged. Chief Executive Officer David Berry attested to the report, and Deutsche Bank Securities Inc. served as the sole book-running manager. Standard disclaimers note that no assurance exists that net proceeds will be utilized as anticipated, and forward-looking statements carry typical risk factors. Separate trading for the underlying securities under tickers ACAA and ACAAW on Nasdaq remains the stated expectation.

What changed: Schedule 13G — beneficial ownership report. The filing identifies Sculptor Capital LP, Sculptor Capital II LP, Sculptor Capital Holding Corp, Sculptor Capital Holding II LLC, Sculptor Capital Management, Inc., and Sculptor Master Fund, Ltd. as beneficial owners. It discloses no share counts, acquisition percentages, purchase prices, redemption triggers, trust value mechanics, extension provisions, business combination milestones, or sponsor conduct metrics. Why it matters: Submitted on 2026-03-04 under receipt number 0001193125-26-091398, this Schedule 13G establishes institutional aggregation by the named Sculptor Capital entities. Because the excerpt lacks acquisition statements, tender offer language, or merger agreement terms, it introduces zero changes to redemption calendars, trust distribution rules, or deal progress. It merely signals accumulated equity positioning by these funds, providing investors with visibility into institutional concentration before any announced target or capital call, while leaving extension voting dynamics and sponsor accountability unaffected.

What changed: A Form 4 insider ownership report. The filing discloses that Averin Capital Acquisition Sponsor LLC, David A. Berry, Handel Rose LLC, and Eric Z. Berry executed an open-market purchase on 2025-02-20, acquiring 200,000 shares at $10. Following the transaction, the reporting persons hold 200,000 shares. Why it matters: For investors tracking redemption mechanics, extensions, deal progress, and sponsor conduct, the form records a routine open-market accumulation by insiders and affiliated entities. The purchase at $10 does not modify the trust account, does not alter any statutory or board-controlled deadline, and does not advance the company’s search for a target. The document contains no statements regarding revenue, customer contracts, market size, strategy, technology, partnerships, or litigation; all reported figures and the transaction details originate directly from the insiders’ Form 4 submission.

What changed: SEC Form 3 — Insider Ownership Report [0001213900-26-023166]. First, this document is a routine compliance exhibit—an SEC Form 3 insider ownership report filed on 2026-03-03 by Averin Capital Acquisition Sponsor LLC, CEO and Chairman David A. Berry, Handel Rose LLC, and Eric Z. Berry. Second, according to the filing’s self-certification, there are 'No non-derivative transactions or holdings reported,' meaning no alterations occurred to redemption deadline schedules, trust distribution mechanics, extension voting triggers, target acquisition progress, or sponsor conduct metrics for the covered principals. Third, the submission contains no substantive disclosures regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the baseline executive titles and 10% ownership classifications stated in the header. Why it matters: For investors tracking this SEARCHING-phase SPAC ahead of its 2028-02-20 business combination deadline, the explicit lack of insider position changes confirms that the sponsor group has neither fortified nor reduced its equity exposure since the prior reporting cycle. Without reported trades from the named 10% owners or directors, the $10.12 per-share trust reserve continues to rely exclusively on passive accrual rather than active sponsor capital adjustments. This negative disclosure eliminates insider-driven overhang or conviction signals for the current window, allowing redemption calendar modeling to proceed without adjusting for sudden shifts in controlled share supply or sponsor behavior.

What changed: A joint filing agreement attached to an amended Schedule 13D/A beneficial ownership report. The provided filing text contains only the administrative joint filing agreement among Averin Capital Acquisition Sponsor LLC, Handel Rose LLC, David Berry, and Eric Berry. Each party represents to the others its eligibility to use a joint Schedule 13D/A, accepts responsibility for timely filing and accuracy, and signs the document as of March 3, 2026. No share quantities, ownership percentages, voting agreements, redemption mechanics, extension proposals, or target acquisition discussions are disclosed in this excerpt. Why it matters: This document formally consolidates the sponsor entity (with Handel Rose LLC acting as managing member) and the named managers (David and Eric Berry) into a single reporting unit for SEC compliance. While it does not disclose any changes to beneficial ownership percentages, trust fund movements, deadline calculations, or sponsor capital commitments, it establishes the precise control structure behind the search-phase SPAC. Without the primary schedule pages or a purpose statement, the filing carries no direct implications for redemption timing, trust value, deal progress, or sponsor conduct beyond confirming routine regulatory adherence.

What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13D beneficial ownership report, dated February 27, 2026, executed by Averin Capital Acquisition Sponsor LLC, Handel Rose LLC, and David Berry. The filing establishes a coordinated disclosure obligation among the three signatories for their combined beneficial ownership of Class A ordinary shares, $0.0001 par value, of Averin Capital Acquisition Corp as of February 27, 2026. It does not disclose aggregate share counts, percentage thresholds, acquisition costs, or trade dates. Accordingly, it introduces no changes to trust distribution mechanics, redemption windows, extension vote logistics, or business combination progression. Sponsor conduct is addressed only through standard representations that each party accepts joint responsibility for the timeliness and accuracy of the Schedule 13D filings and any amendments. The filing contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes. Why it matters: For investors monitoring the search phase ahead of the stated February 20, 2028 deadline, this agreement centralizes reporting liability for the sponsor vehicle, its managing member entity, and David Berry in his dual capacity as Manager of Handel Rose LLC and Managing Member of the Sponsor LLC. Any future position adjustments will require simultaneous amendment across all three entities, streamlining oversight ahead of potential conversion or redemption periods. While the document contains no numerical positions and thus does not immediately alter sponsor control calculations or trust value dynamics, it formally binds three reporting persons, ensuring that disclosures reaching regulatory thresholds will be tracked as a consolidated block rather than fragmented accounts. Subsequent Schedule 13D/G amendments will be required to reveal the actual share quantities and percentage ownership that determine voting leverage and redemption exposure.

What changed: Form 8-K reporting the consummation of Averin Capital Acquisition Corp.’s initial public offering on February 20, 2026, accompanied by an audited balance sheet and detailed notes outlining its blank-check organizational structure, financing terms, and operational plan. Trust value & deadline mechanics: The company states that $250,000,000, equal to $10.00 per unit across 25,000,000 public units, was deposited into a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company. The company states it has 24 months from the February 20, 2026 closing—or 27 months if a definitive business combination agreement is executed within those 24 months—to consummate a transaction; absent that, it will redeem 100% of public shares at $10.00 per share plus unwithdrawn trust interest. Sponsor conduct & capital terms: The company reports the sponsor acquired 7,187,500 founder shares for $25,000, waived redemption and liquidation rights for founder and private placement units, transferred equity equivalent to 75,000 founder shares to independent directors, entered a $10,000-per-month administrative services agreement, and may advance up to $1,500,000 in working capital loans convertible at $10.00 per unit. The underwriter’s option to purchase up to 3,750,000 additional units remains unexercised as of February 26, 2026. Why it matters: Establishes the exact trust balance and $10.00-per-share redemption floor while locking in the 24/27-month combination window. Documents founder economics (up to 937,500 founder shares forfeitable if the over-allotment lapses) and sponsor waiver protections that eliminate competing liquidation claims against the trust. Discloses a 15% maximum redemption cap per public shareholder, the strategic requirement that any target must command at least 80% of trust net assets and yield a post-deal >50% voting stake, and concurrent warrant expiration with the combination deadline. The company notes it has generated no operating revenues to date and will rely on non-operating interest income from the trust while management leverages established global relationships to identify a target, with the auditor flagging going concern risk tied to anticipated pre-combination expenditures.

What changed: A Form 8-K Current Report announcing the consummation of Averin Capital Acquisition Corp.'s initial public offering, detailing the execution of foundational definitive agreements, board appointments, and trust account initialization. According to the Company's closing press release (Exhibit 99.2) and Item 8.01, the Company officially closed its IPO on February 20, 2026, selling 25,000,000 units at $10.00 per unit, resulting in $250,000,000 in gross proceeds. Simultaneously, Item 3.02 and the Sponsor Private Placement Units Purchase Agreement (Exhibit 10.3) confirm the Sponsor purchased 200,000 private placement units at $10.00 per unit for $2,000,000. The Investment Management Trust Agreement (Exhibit 10.1) states that $250,000,000 was deposited into the Trust Account, a sum that includes up to $13,750,000 of the underwriter's deferred discount. Per Item 5.02 and the Letter Agreement (Exhibit 10.4), Ulrik Schulze, Graeme Bell, and Mary T. Szela were appointed to the Board, and David Berry serves as Chief Executive Officer. The Underwriting Agreement (Exhibit 1.1) confirms a 45-day over-allotment option granting the Representative authority to purchase up to 3,750,000 additional units. Why it matters: This filing locks in the capitalization parameters that will drive all future redemption valuations and liquidation mechanics. By recording the $250,000,000 Trust Account deposit, the Company establishes the absolute cash floor against which future interest accruals and potential redemptions will be measured. If the Company fails to complete a Business Combination within the 24-month Completion Window, the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) and Trust Agreement mandate that this exact principal pool dictates the mandatory 100% public share redemption payout. The attached Letters and Agreements also cement sponsor conduct: the Letter Agreement requires directors and the Sponsor to vote in favor of any proposed Business Combination and subjects them to an 180-day trading restriction, while the Administrative Services Agreement caps ongoing operational draws at $10,000 per month payable exclusively from non-trust funds. Additionally, the Warrant Agreement (Exhibit 4.1) standardizes market leverage at a $11.50 exercise price with a five-year term. For investors, these terms define the precise spread between the IPO price and warrant strike, fix the administrative cost burden, and ensure underwriter deferred compensation ($13,750,000) is forfeited pro rata to public shareholders if liquidation occurs, directly impacting expected recovery rates.

What changed: SEC Form 4—routine compliance exhibit documenting insider equity position changes and reporting person classifications. According to the Form 4 filing, on 2025-02-20 a single reporting person executed an open-market purchase of 200,000 shares at $10, leaving that holder with 200,000 shares post-transaction. The document lists Averin Capital Acquisition Sponsor LLC, BERRY DAVID A, and Handel Rose LLC as 10% owners. The filing discloses no adjustments to the redemption calendar, trust account valuation, extension mechanics, merger target pipeline, or sponsor governance protocols. Publicly referenced parameters remain unchanged: trust/share value stands at $10.12 and the operational deadline stands at 2028-02-20. Why it matters: Sponsor and director accumulation during the SEARCHING phase signals capital commitment, yet the executed price of $10 sits below the documented trust/share value of $10.12, which the filing characterizes exclusively as open-market pricing rather than negotiated terms. Because the Form 4 contains no commentary on acquisition targets, due diligence milestones, or trust preservation strategies, the record functions purely as a transparency snapshot of insider positioning. Investors monitoring redemption thresholds, extension voting triggers, or sponsor behavior will note that this acquisition leaves existing cash reserve metrics, deadline mechanics, and deal-progress frameworks entirely intact.