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~~March 205, 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~~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.

OnAs 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”). ~~The~~on ~~Units~~February ~~were sold at a price of $10.00 per Unit~~20, ~~generating gross proceeds to the Company of $250,000,000~~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~~ entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The ~~Company~~Units ~~has~~were ~~granted~~sold ~~the~~at ~~underwriter~~ a ~~45-day option~~price toof ~~purchase~~$10.00 upper ~~to an additional 3~~unit,~~750,000~~ generating ~~Units~~gross atproceeds ~~the IPO price~~ to ~~cover~~the ~~over-allotments,~~Company ifof ~~any~~$250,000,000.

Simultaneously with the closing of the IPO, the Company completed the private sale ~~(the “Private Placement”)~~ of ~~an aggregate of~~ 200,000 units (the “Private Placement Units”) to Averin Capital Acquisition Sponsor LLC, (the ~~Company’s~~“Sponsor”) ~~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

AIn ~~total~~connection ofwith ~~$250~~the IPO,~~000,000,~~ orthe ~~$10.00~~underwriter ~~per~~was ~~Unit,~~granted ~~comprised~~a 45-day option offrom ~~$249,350,000~~the date of the ~~net~~prospectus ~~proceeds from~~ (the ~~IPO~~“Over-Allotment ~~(which~~Option”) to ~~amount~~purchase ~~includes~~up ~~$13~~to 3,750,000 ofadditional units to cover over-allotments (the ~~underwriter’s deferred~~“Option ~~discount~~Units”), ~~and~~if ~~$650,000~~any. ofOn March 5, 2026, the ~~proceeds~~underwriters ofpurchased an additional 3,386,008 Option Units pursuant to the ~~sale~~partial exercise of the ~~Private~~Over-Allotment ~~Placement~~Option. The Option Units, ~~was~~were ~~placed~~sold inat aan Uoffering price of $10.~~S.-based~~00 ~~trust~~per ~~account~~Unit, ~~maintained by~~generating ~~Continental~~additional ~~Stock~~gross ~~Transfer &~~proceeds ~~Trust~~to the Company, ~~acting~~of ~~as trustee~~$33,860,080.

AnA ~~audited~~total ~~balance sheet as~~ of ~~February 20~~$283,860,080 ~~2026~~of the ~~reflecting~~proceeds from the ~~receipt~~sale of the ~~proceeds~~Units, ~~from~~ the ~~IPO~~Option Units, and the Private Placement ~~has~~Units ~~been~~was ~~issued~~placed byin ~~the~~a ~~Company~~U.S.-based ~~and is~~trust ~~included~~account asmaintained by ~~Exhibit~~Continental ~~99.1~~Stock toTransfer & ~~this~~Trust ~~Current~~Company ~~Report~~acting onas ~~Form 8-K~~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		~~Audited~~Press ~~Balance~~Release, ~~Sheet~~dated asMarch ~~of February 20~~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: February 26, 2026
Dated: March 5, 2026

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