ACAA SEC filings, in plain English
Everything Averin Capital Acquisition has filed with the SEC that we hold — 26 filings, newest first, 24 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Form 10-Q (Quarterly Report). As of June 30, 2026, the trust balance stands at $287,367,170, equating to $10.12 per share, with no definitive business combination agreement executed. The underwriters partially exercised their over-allotment option for 3,386,008 units on March 5, 2026, which triggered the forfeiture of 90,998 founder shares. Outside the trust, cash on hand is $339,276. Management has acknowledged a material weakness in internal controls concerning inadequate segregation of duties and has expressed substantial doubt regarding the company's ability to continue as a going concern. Why it matters: The redemption deadline remains February 20, 2028 (potentially extending to May 20, 2028 upon shareholder approval), but the reported going concern status and internal control deficiencies elevate operational and compliance risks ahead of the de-SPAC process. Ongoing sponsor compensation of $10,000 per month continues to draw down working capital while net income relies entirely on trust interest earnings of $3,507,090 for the six-month period. Investors should monitor cash burn closely against deal advancement efforts.
What changed vs 2026-05-14trust $284.8M → $287.4M +1%trust account, combination deadline, going-concern doubt +31 moved · 5 with no prior record of ours
- Trust account
- $284.8M$287.4M
- Combination deadline
- 2028-02-20 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $300K · unchanged
- Mandate language
- we are focusing our search on a business at the intersection… · unchanged
- Redeemable shares
- 28.4M · unchanged
SpacBrain reads this as $2,519,972 was added to the trust between the two filings.
The clause “Deferred offering costs 161,092 Long-term prepaid insurance 66,667 Investments held in Trust Account 287,367,170 Total Assets $ 287,923,232 $ 165,595 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders”…
The clause …“20, 2028 (or May 20, 2028 if we have a definitive agreement for an initial Business Combination by February 20, 2028). Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations”…
The clause …“interest or claim of any kind in or to monies held in the Trust Account. Going Concern Considerations As of June 30, 2026, the Company had $ 339,276 cash and working capital of $ 338,659 . The Company has incurred and expects to”…
The clause …“date of the Initial Public Offering. As of February 20, 2026, the Company had borrowed $ 300,478 under the IPO Promissory Note, which was paid in full by the Company at the closing of the Initial Public Offering and the borrowings under”…
The clause “6, there were 200,000 Class A Ordinary Shares issued and outstanding, excluding 28,386,008 shares subject to possible redemption. As of December 31, 2025, there were no Class A Ordinary Shares issued and outstanding. Class B Ordinary”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K Current Report (filed May 29, 2026) announcing the appointment of a new director and associated governing agreements. The registrant, via a filing signed by Chief Executive Officer David Berry, reports that the board appointed Akiko Moni Miyashita as a director effective May 28, 2026, to serve in the first class of directors until the first annual general meeting. The filing states that Ms. Miyashita executed joinders to the February 18, 2026 Letter Agreement—which she agreed would waive certain redemption rights and require her to vote any ordinary shares held in favor of an initial business combination—and the February 18, 2026 Registration Rights Agreement. According to the filing, Ms. Miyashita is age 70, founded Beacon Hill Strategy Group in October 2024, served on the board of Halozyme Therapeutics, Inc. from May 2022 to May 2026, and previously held senior strategy and corporate development roles at Valo Health, LLC (May 2019–September 2024), McKinsey & Company, Inc. (October 2011–September 2015), Innosight LLC (August 2015–August 2019), and IBM (July 2003–October 2011). The filing confirms no family relationships exist between her and existing officers or directors, and no reportable material transactions under Regulation S-K Item 404(a) are disclosed. The report does not alter the stated trust value of $10.12 per share, the February 20, 2028 redemption deadline, or the SEARCHING status. Why it matters: The director's executed joinder to the Letter Agreement mechanically reduces redemption risk by contractually waiving specific redemption rights and pledging board-level votes in favor of a business combination, supporting momentum toward the February 20, 2028 deadline. The filing adds a director with disclosed expertise in AI-enabled transformation, healthcare/life sciences, M&A strategy, and capital allocation to the board, which could influence future target screening and transaction structuring. Standard liquidity protections (registration rights) and liability shields (director indemnity agreement referenced as Exhibit 10.6 to a February 20, 2026 filing) were updated for the new seat. Warrant mechanics remain unchanged, with each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share. No amendments to the trust account balance or extension timeline were disclosed.
What changed: A routine compliance exhibit: a SEC Form 3 initial statement of beneficial ownership report filed by Averin Capital Acquisition Corp. Per the filing, Director Miyashita Akiko Moni disclosed 'No non-derivative transactions or holdings reported.' The document makes no reference to adjustments in the $10.12 per-share trust value, the 2028-02-20 redemption deadline, extension mechanisms, or business combination execution. The sole mechanical update is the regulatory submission of an insider ownership baseline under Section 16 reporting requirements. Why it matters: For investors monitoring ACAA’s search phase, the filing confirms ongoing insider disclosure compliance without signaling a change in sponsor conduct, management alignment, or liquidity positioning relative to the trust balance or expiration window. Because the director reported zero non-derivative positions, the filing provides no new indicator of insider conviction, early capital commitment, or anticipated tendering behavior ahead of the redemption deadline. While routine, such submissions preserve market transparency and confirm that the director has not altered her registrable position in a way that would trigger subsequent Schedule 13D/G or Form 4 updates.
What changed: A Quarterly Report on Form 10-Q filed on May 14, 2026, covering Averin Capital Acquisition Corp.'s operations for the quarter ended March 31, 2026. The filing records a trust account balance of $284,847,198, which the company's balance sheet explicitly classifies at a redemption value of $10.03 per share across 28,386,008 public shares. On March 5, 2026, underwriters partially exercised their over-allotment option, acquiring an additional 3,386,008 units and contributing $33,860,080 to capital structures, which simultaneously triggered the forfeiture of 90,998 founder shares. Liquidity outside the trust account is maintained at $396,057, generating a disclosed working capital surplus of $478,075. Management reports first-quarter net income of $832,500, derived from $987,118 in trust interest earnings and a $22,900 fair value adjustment to the over-allotment option liability, offset by $177,518 in formation and administrative expenses. A contractual deferred underwriting fee of $15,612,304 remains outstanding, payable solely upon successful business combination execution. The firm operates under a fixed combination deadline extending to February 20, 2028. Why it matters: Investors tracking ACAA's redemption mechanics should note the $10.03 per-share trust valuation, which establishes the baseline distribution floor while the $15,612,304 deferred fee and sponsor equity stakes structurally alter pro-rata payout calculations if shareholder redemptions occur. The filing introduces a material weakness in internal controls over financial reporting, citing inadequate segregation of duties due to limited personnel, a governance deficit that may delay due diligence acceleration or audit sign-offs before target selection. Management publicly narrowed the strategic mandate to seek targets at the "intersection of technology and health," yet the disclosure contains zero pipeline commitments, revenue projections, or technology specifications, leaving the operational thesis qualitatively defined. Coupled with a formal going-concern qualification driven by anticipated acquisition spending and the complete absence of operating revenues, the document underscores binary execution risk against the February 20, 2028 liquidation horizon.
What changed: A Joint Filing Agreement and Exhibit 99.1 accompanying a Schedule 13G beneficial ownership report. First, this document is a procedural joint-filing acknowledgment under Rule 13d-1(k), not a merger agreement, resignation, interview transcript, routine compliance exhibit, investor presentation, or lawsuit. Second, bearing on redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, it reports none; the undersigned signatories—Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross—state only that all subsequent amendments to the 13G shall be filed collectively without necessitating additional joint acquisition statements, and each acknowledges independent responsibility for the completeness and accuracy of their own disclosed information except where they know or have reason to believe otherwise. Third, regarding other substance, the text contains zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: For investors tracking the $10.12 per share trust and the 2028-02-20 deadline, this exhibit exerts no direct impact on cash redemptions, warrant exercise mechanics, extension votes, or sponsor fiduciary actions. Its practical relevance is confined to regulatory disclosure architecture: by binding three reporting persons to a single amendment pathway, the filing centralizes accountability for future beneficial ownership updates, which can streamline the tracking of aggregated block positions ahead of any combination target selection or public market communications. Investors seeking valuation drivers, redemption timing cues, or partner due diligence must turn to subsequent prospectus supplements, merger agreements, or tender offer materials.
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.
What changed: A SEC Form 3 initial statement of beneficial ownership, which the filing identifies as a routine insider compliance report acknowledging Section 16 reporting obligations. The filing explicitly states 'No non-derivative transactions or holdings reported,' indicating zero movement in tracked insider equity or derivatives. Consequently, there are no updates to redemption countdowns, trust-per-share allocations, extension triggers, target-acquisition milestones, or sponsor conduct indicators. Why it matters: The submission formally registers the regulatory oversight footprint for three named entities: Averin Capital Acquisition Sponsor LLC, director and Chief Executive Officer David A. Berry, and Handel Rose LLC. While it contains no transactional data, pricing assumptions, or strategic commentary, it serves as a compliance checkpoint confirming which parties remain subject to ongoing insider monitoring during the company's current SEARCHING phase. The absence of reported positions does not imply a lack of economic interest; it simply reflects standard initial filing protocol where holdings may be aggregated, deferred, or structured outside direct reporting categories. For holders tracking the stated 2028-02-20 deadline and $10.12 trust metric, this filing alters none of those mechanical variables and introduces no new dilution, lock-up, or target-identification signals.
What changed: A Form 3 initial statement of beneficial ownership filed pursuant to Section 16(a) disclosing the securities holdings of director Graeme Bell in Averin Capital Acquisition Corp. The filing states that Bell reported no non-derivative transactions or holdings. Consequently, there is no alteration to insider equity positions, sponsor alignment indicators, trust account balance, redemption conversion ratios, or extension timelines. The 2028-02-20 deadline and associated shareholder rights proceed mechanically unchanged by this submission. Why it matters: Investors tracking deal progress and sponsor conduct receive no incremental visibility into founder share allocations, market purchases, or executive commitment levels. The report contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel; the exclusive claim—that zero positions were reported—is attributed directly to the issuer's 16(a) compliance disclosure. Because the document provides no data on redemption behavior or acquisition readiness, it does not adjust trust distribution waterfalls or voting expectations, though it satisfies routine insider reporting obligations without revealing material shifts in control or capital commitment.
What changed: Form 3 — insider ownership report. A routine compliance exhibit mandating an initial statement of beneficial ownership. Chief Financial Officer Lau Alex Kin-Hong reported absolutely no non-derivative transactions or shareholdings. No director, officer, or ten-percent stockholder equity positions were recorded, altered, or added. The filing references the CFO’s personnel role but contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. Why it matters: For investors tracking redemption deadlines, trust value preservation, extension approvals, deal progress, and sponsor conduct, this filing registers no mechanical shifts. The reported absence of initial or ongoing insider purchases means there is currently no public indicator of executive capital commitment, which historically influences shareholder redemption calculations and provides early signals regarding target acquisition readiness or trust account optimization efforts. The submission reflects standard regulatory procedure rather than substantive corporate motion.
What changed: SEC Form 3 — Initial Statement of Beneficial Ownership by an Insider. Director Schulze Ulrik’s submission reports zero non-derivative transactions or holdings. The SPAC remains in SEARCHING status with no announced business combination target, proposed extension of the initial period, amended redemption terms, or documented sponsor or director purchase activity contained in this filing. Why it matters: Investors tracking capital commitment and redemption dynamics receive a regulatory baseline rather than a market signal. Because the director reported no equity or derivative positions, there is currently no publicly traceable insider stake that could demonstrate sponsorship confidence, provide a liquidity backstop, or mechanically offset large-scale redemptions. Until a Form 4 or subsequent amendment discloses open-market purchases, private placement acquisitions, or warrant exercises, this specific insider’s capacity to influence shareholder voting behavior or trust preservation remains undocumented. The filing contains no operational, financial, strategic, partnership, or personnel disclosures beyond the standard issuer and reporting person identifiers; it functions solely as a compliance checkpoint for beneficial ownership tracking.
What changed: A Form 3 insider ownership report filed to disclose initial equity holdings of a director under Section 16 of the Securities Exchange Act. Director Szela Mary T’s self-reported filing states there are 'No non-derivative transactions or holdings reported.' The document contains no information regarding trust deployment, redemption deadlines, extension voting, business combination targets, or sponsor conduct. It also omits all claims regarding customers, revenue, market size, technology, partnerships, litigation, or additional personnel beyond the reporting individual’s title. Why it matters: SEC regulations require a Form 3 to establish a baseline for insider transaction tracking; the director’s explicit declaration of zero reported positions indicates no share or derivative acquisition at the time of filing. For investors tracking SPAC mechanics, this absence of insider equity activity reflects standard administrative compliance rather than early capital commitment or strategic positioning ahead of the search period. The filing does not alter trust calculations, affect investor redemption windows, modify extension provisions, or signal sponsor behavior, serving purely as a governance recordkeeping step while the company remains in the SEARCHING phase.
What changed: Prospectus (Rule 424(b)(4) filing) for the initial public offering of Averin Capital Acquisition Corp. This filing establishes the baseline mechanics, timeline, and capital structure for Averin Capital Acquisition Corp.'s IPO. The company confirms it has not selected a business combination target and has not initiated substantive discussions with any potential partner. The filing dictates that $10.00 per public unit will be deposited into a U.S.-based trust account administered by Continental Stock Transfer Trust Company. Why it matters: 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.
What changed: SEC Form 8-A for the registration of certain classes of securities under Section 12(b) of the Exchange Act, registering units, Class A ordinary shares, and redeemable warrants for listing on The Nasdaq Stock Market LLC. The filing registers three security classes for Nasdaq trading: units consisting of one Class A ordinary share and one-sixth of one redeemable warrant; Class A ordinary shares at a par value of $0.0001 per share; and redeemable warrants exercisable for one share at an exercise price of $11.50. Executed by Chief Executive Officer and Chairman David Berry on February 18, 2026. Why it matters: Locks in the post-IPO tradable instrument terms, specifically the $11.50 warrant strike and unit composition, while confirming the registrant’s ongoing SEARCHING status under active CEO and Chairman David Berry. Beyond establishing these Nasdaq-listed instruments and referencing the January 30, 2026 prospectus, the filing contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel adjustments.
What changed: Form S-1 Registration Statement (Preliminary Prospectus) registering the initial public offering of 25,000,000 units. This is an initial IPO registration rather than a post-closing amendment, establishing the baseline mechanical framework for the SPAC. The prospectus stipulates that $250,000,000 will be deposited into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee, calculated at $10.00 per unit sold. Management retains the right to withdraw up to $500,000 per year in interest for working capital and additional amounts for tax obligations, capped with up to $100,000 for dissolution expenses if unfeasible to find a partner. The company has set a 24-month completion window from the closing date to effect an initial business combination, extendable to 27 months if a definitive agreement is signed within the first 24 months, or indefinitely via shareholder vote, though leadership notes it does not expect extensions past 36 months. Public shareholders maintain redemption rights triggered either by completing a business combination or by voting on charter amendments altering redemption timing/substance, with a 15% aggregation limit per group. The sponsor’s $25,000 initial investment secured 7,187,500 founder shares, alongside a concurrent commitment to buy 200,000 private placement units for $2,000,000, structuring sponsor conduct such that their equity becomes worthless without a successful acquisition. Why it matters: 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.
What changed: A Confidential Draft Registration Statement (Form S-1) and Preliminary Prospectus filed with the SEC on November 17, 2025, announcing the proposed initial public offering of Averin Capital Acquisition Corp. The filing establishes the governing mechanics for the upcoming offering before a target is identified. According to the prospectus, the company has 24 months from the closing of the offering (extending to 27 months if a definitive agreement for an initial business combination is executed within the first 24 months) to consummate a transaction. While the filing notes there is no statutory limit on the number of extension votes shareholders may approve, management discloses it does not expect to extend the period beyond 36 months. Public shareholders retain explicit redemption rights to the exact per-share trust balance upon business combination completion or liquidation. The sponsor, Averin Capital Acquisition Sponsor LLC, has waived liquidation and redemption rights for its founder shares. The prospectus confirms the offering of 25,000,000 units at $10.00 each, directing $250,000,000 (or $287,500,000 if the underwriter’s over-allotment option is fully exercised) into a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee. The sponsor originally acquired 7,187,500 founder shares for a total of $25,000 ($0.003 per share), a position subject to the forfeiture of up to 937,500 shares if the over-allotment is not fully exercised. Each unit consists of one Class A ordinary share and one-fourth of a redeemable warrant exercisable at $11.50 per share. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.