Averin Capital (Nasdaq: ACAAU) lets SPAC units split into shares and warrants

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Averin Capital Acquisition Corp., a blank check company listed on Nasdaq, announced that holders of its IPO units can begin separately trading the underlying securities on April 10, 2026. Each unit consists of one Class A ordinary share with a par value of $0.0001 and one-sixth of a redeemable warrant.

The Class A ordinary shares will trade under the symbol ACAA and the whole warrants under ACAAW, while any units that remain bundled will continue to trade as ACAAU. Each whole warrant allows the purchase of one Class A ordinary share at an exercise price of $11.50 per share.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Warrant exercise price: $11.50 per share Share par value: $0.0001 per share Unit composition: 1 share + 1/6 warrant

3 metrics

Warrant exercise price $11.50 per share Each whole warrant to buy one Class A ordinary share

Share par value $0.0001 per share Class A ordinary shares included in each unit

Unit composition 1 share + 1/6 warrant Each IPO unit structure before separation

Key Terms

blank check company, initial public offering, forward-looking statements, Nasdaq Global Market

4 terms

blank check company financial

"The Company is a blank check company formed for the purpose of effecting a merger"

A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.

initial public offering financial

"holders of the units sold in the Company’s initial public offering may elect"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

forward-looking statements regulatory

"This press release may include ... “forward-looking statements” within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Nasdaq Global Market market

"will trade on the Nasdaq Global Market under the symbols “ACAA” and “ACAAW”"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Understanding 8-K Material Events →

04/08/2026 - 04:30 PM

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): April 8, 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
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 8.01. Other Events.

Separate Trading of Class A Ordinary Shares and Warrants

On April 8, 2026, Averin Capital Acquisition Corp. (the “Company”) announced that, commencing on April 10, 2026, the holders of the units issued in its initial public offering (the “Units”), each Unit consisting of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Share”), and one-sixth of one redeemable warrant of the Company (the “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share, may elect to separately trade the Class A Ordinary Shares and the Warrants included in the Units. No fractional Warrants will be issued upon separation of the Units and only whole Warrants will trade. Any Units not separated will continue to trade on the Nasdaq Global Market under the symbol “ACAAU.” The Class A Ordinary Shares and the Warrants are expected to trade on the Nasdaq Global Market under the symbols “ACAA” and “ACAAW,” respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the Units into Class A Ordinary Shares and Warrants.

Item 9.01. Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description
99.1		Press Release dated April 8, 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.

Date: April 8, 2026	By:	/s/ David Berry
		Name:	David Berry
		Title:	Chief Executive Officer

Exhibit 99.1

Averin Capital Acquisition Corp. Announces the Separate Trading of its Class A Ordinary Shares

and Warrants, Commencing April 10, 2026

New York, NY, April 08, 2026 (GLOBE NEWSWIRE) -- Averin Capital Acquisition Corp. (Nasdaq: ACAAU) (the “Company”) announced today that, commencing April 10, 2026, holders of the units sold in the Company’s initial public offering may elect to separately trade the Company’s Class A ordinary shares and warrants included in the units. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The Class A ordinary shares and warrants that are separated will trade on the Nasdaq Global Market under the symbols “ACAA” and “ACAAW,” respectively. Those units not separated will continue to trade on the Nasdaq Global Market under the symbol “ACAAU.”

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, 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.

About Averin Capital Acquisition Corp.

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.

Forward-Looking Statements

This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission (“SEC”). All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. 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. 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, Chief Executive Officer

david@averincapital.com

Source: View Original Filing on SEC EDGAR

FAQ

What did Averin Capital Acquisition Corp. (ACAAU) announce in this 8-K?

Averin Capital Acquisition Corp. announced that, starting April 10, 2026, holders of its IPO units can separately trade the Class A ordinary shares and warrants. Units will continue trading as ACAAU, while separated shares and warrants trade under ACAA and ACAAW on Nasdaq.

When can ACAAU unit holders start separately trading shares and warrants?

Holders of Averin Capital Acquisition Corp. units can begin separate trading of Class A ordinary shares and warrants on April 10, 2026. Before separation, securities trade only as bundled units; after separation, shares trade as ACAA and whole warrants as ACAAW on Nasdaq.

How are Averin Capital Acquisition Corp. (ACAAU) units structured?

Each Averin Capital Acquisition Corp. unit consists of one Class A ordinary share and one-sixth of a redeemable warrant. After separation, the Class A share trades as ACAA, and whole warrants, formed from six unit fractions, trade as ACAAW on the Nasdaq Global Market.

What is the exercise price of ACAAU’s redeemable warrants?

Each whole redeemable warrant of Averin Capital Acquisition Corp. entitles the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share. No fractional warrants are issued, so only whole warrants created from units will trade under the symbol ACAAW.

Where will ACAAU shares, warrants, and units trade after separation begins?

After separation starts, Averin Capital Acquisition Corp.’s Class A ordinary shares will trade on the Nasdaq Global Market under ACAA, whole warrants under ACAAW, and any units that remain bundled will continue to trade under ACAAU. All three listings remain on Nasdaq.

What type of company is Averin Capital Acquisition Corp. (ACAAU)?

Averin Capital Acquisition Corp. is a blank check company formed to pursue a merger or similar business combination. It currently plans to focus on businesses operating at the intersection of the technology and health industries, using IPO proceeds to complete a future transaction.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 PRESS RELEASE DATED APRIL 8, 2026 6.2 KB