{"url_path":"/sec/acaaw/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-14","source_url":"https://www.sec.gov/Archives/edgar/data/2096900/0001213900-26-056638-index.html","accession_number":"0001213900-26-056638","cik":"0002096900","ticker":"ACAA","issuer_name":"Averin Capital Acquisition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/2096900/0001213900-26-056638-index.html","primary_entity_key":"0002096900","primary_entity_name":"Averin Capital Acquisition Corp."},"word_count":1690,"has_tables":true,"body_markdown":"**Item 1A. Risk Factors.**\n\n \n\nAs a smaller reporting company\nunder Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For\ndetailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our IPO Registration\nStatement. As of the date of this Report, there have been no material changes with respect to those risk factors,\nother than as set forth below. Any of these previously disclosed risk factors could result in a significant or material adverse\neffect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial\nmay also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional\nrisk factors from time to time in our future filings with the SEC.\n\n \n\n**There is substantial doubt about our ability\nto continue as a “going concern.”**\n\n** **\n\nIn connection with our assessment\nof going concern considerations under applicable accounting standards, Management has determined that our possible need for additional\nfinancing to enable us negotiate and complete our initial Business Combination, as well as the deadline by which we may be required to\nliquidate our Trust Account, raise substantial doubt about our ability to continue as a going concern through approximately one year from\nthe date the unaudited financial statements included in Item 1. “Financial Statements” of this Report were issued.\n\n \n\n**We have identified a material weakness in\nour internal control over financial reporting as of March 31, 2026. If we are unable to maintain an effective system of internal control\nover financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect\ninvestor confidence in us and materially and adversely affect our business and operating results.**\n\n \n\nWe have identified a material\nweakness in our internal controls over financial reporting as of March 31, 2026 relating to inadequate segregation of duties within account\nprocesses due to limited personnel and insufficient written policies and procedures for accounting, information technology, financial\nreporting and record keeping as of March 31, 2026. A material weakness is a deficiency, or a combination of deficiencies, in internal\ncontrol over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial\nstatements will not be prevented, or detected and corrected on a timely basis.\n\n \n\nEffective internal controls\nare necessary for us to provide reliable financial reports and prevent fraud. Measures to remediate material weaknesses may be time-consuming\nand costly and there is no assurance that such initiatives will ultimately have the intended effects. If we are unable to maintain an\neffective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely\nmanner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results. If\nwe identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent\nor detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial\nstatements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic\nreports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and adversely\naffect our business and operating results. We cannot assure our shareholders that the measures we have taken to date, or any measures\nwe may take in the future, will be sufficient to avoid potential future material weaknesses.\n\n \n\n26\n\n \n\n \n\n**Our\nsearch for an initial Business Combination, and any target business with which we may ultimately consummate an initial Business Combination,\nmay be materially adversely affected by current global geopolitical conditions and armed conflicts between Ukraine and Russia and in the\nMiddle East between United States, Israel and Iran and others, as well as by other events that are outside of our control.**\n\n \n\nOur\nability to find a potential target business and the business of any company with which we may consummate a Business Combination could\nbe materially and adversely affected by events that are outside of our control. For example, United States and global markets have experienced\nand may continue to experience volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine\nconflict and the recent conflict in the Middle East and Southwest Asia between the United States, Israel and Iran and others. Recent hostilities\nbetween the United States, Israel and Iran and others have caused significant disruption in the normal flow of oil, refined petroleum\nproducts and related commodities, with consequent price rises and associated economic volatility. In response to such conflicts, the North\nAtlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United\nKingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related\nindividuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication\n(SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or\nother assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in locations related to the conflicts,\nincluding but not limited to Iran, and there have been retaliatory military responses, increasing geopolitical tensions among a number\nof nations.\n\n \n\nThe\ninvasion of Ukraine by Russia and the escalation of the conflict involving the United States, Israel and Iran and others in the Middle\nEast and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States,\nthe United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that\ncould have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts and geopolitical\nturmoil are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit\nand capital markets, as well as supply chain interruptions, changes in consumer or producer purchasing behavior and increased cyber-attacks\nagainst U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead\nto instability and lack of liquidity in capital markets.\n\n \n\nSimilarly,\nother events outside of our control, including natural disasters, climate-related events and pandemic or health crises (such as the COVID-19\npandemic) may arise from time to time, and any such events may cause significant volatility and declines in the global markets and have\ndisproportionate impacts to certain industries or sectors and disruptions to commerce (including economic activity, travel and supply\nchain), and may adversely affect the global economy or capital markets.\n\n \n\nAny\nof the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting\nfrom the Russian invasion of Ukraine, the escalation of the conflict involving the United States, Israel and Iran and others in the Middle\nEast and Southwest Asia and subsequent sanctions or related actions, could adversely affect our search for an initial Business Combination\nand any target business with which we may ultimately consummate an initial Business Combination.\n\n  \n\nThe\nextent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could\nbe substantial, particularly if current or new sanctions continue for an extended period of time, if geopolitical tensions result in expanded\nmilitary operations on a global scale or if there are disruptions in the supply of oil or other commodities.\n\n \n\nAny\nsuch disruptions may also have the effect of heightening many of the other risks described in this Item. If these disruptions or other\nmatters of global concern continue for an extensive period of time, our ability to consummate an initial Business Combination, or the\noperations of a target business with which we may ultimately consummate an initial Business Combination, may be materially adversely affected.\nIn addition, our ability to consummate a transaction may be dependent on the ability to raise equity or debt financing, which may be impacted\nby these and other events, including as a result of increased market volatility or decreased availability of third-party financing on\nacceptable terms or at all.\n\n \n\n27\n\n \n\n \n\n**Military\nor other conflicts in Ukraine, between the United States, Israel and Iran and others and other in the Middle East and Southwest Asia or\nother armed hostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or\nfinancial condition of potential target companies, which could make it more difficult for us to consummate an initial Business Combination.**\n\n \n\nMilitary\nor other conflicts in Ukraine, between the United States, Israel and Iran and others in the Middle East, and Southwest Asia or other armed\nhostilities may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition\nof potential target companies, and to other company or industry-specific, national, regional or international economic disruptions and\neconomic uncertainty, any of which could make it more difficult for us to identify a Business Combination target and consummate an initial\nBusiness Combination on acceptable commercial terms, or at all.\n\n \n\n**We may seek to extend the Combination Period,\nwhich could reduce the amount held in our Trust Account and have adverse effects on our Company.**\n\n \n\nIf we are unable to consummate\nour initial Business Combination on or before February 20, 2028 (or May 20, 2028 if we have a definitive agreement for an initial Business\nCombination by February 20, 2028), we may seek shareholder approval to extend the Combination Period by amending our Amended and Restated\nArticles. In such event, our Public Shareholders will be provided the opportunity to have all or a portion of their Public Shares redeemed.\nAny redemptions will reduce the amount held in our Trust Account, the effect of which may adversely affect our ability to consummate our\ninitial Business Combination and may also impair our ability to maintain our Nasdaq listing."}