{"url_path":"/sec/acaaw/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities","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":760,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities\nand Use of Proceeds.**\n\n \n\n**Unregistered Sales\nof Equity Securities**\n\n \n\nSimultaneously\nwith the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase Agreement, we completed the sale\nof an aggregate of 200,000 Private Placement Units to the Sponsor in the Private Placement at a purchase price of $10.00 per Private Placement\nUnit, generating gross proceeds to us of $2,000,000. The Private Placement Units (and underlying securities) are identical to the Public\nUnits (and underlying securities), except as otherwise disclosed in the IPO Registration Statement. No underwriting discounts or commissions\nwere paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration\ncontained in Section 4(a)(2) of the Securities Act.\n\n** **\n\n**Use of Proceeds**\n\n \n\nOn\nFebruary 20, 2026, we consummated our Initial Public Offering of 25,000,000 Public Units. Each Public Unit consists of one Public Share\nand one-sixth of one Public Warran. The Public Units were sold at a price of $10.00 per Public Unit, generating gross proceeds to us of\n$250,000,000. Deutsche Bank acted as book runner and representative of the Underwriters.\n\n \n\nOn\nFebruary 20, 2026, simultaneously with the closing of the Initial Public Offering and pursuant to the Private Placement Units Purchase\nAgreement, we completed the sale of an aggregate of 200,000 Private Placement Units to the Sponsor in the Private Placement at a purchase\nprice of $10.00 per Private Placement Unit, generating gross proceeds to us of $2,000,000. The Private Placement Units (and underlying\nsecurities) are identical to the Public Units (and underlying securities), except as otherwise disclosed in the IPO Registration\nStatement.\n\n \n\nIn\nconnection with the Initial Public Offering, the Underwriters were granted the Over-Allotment Option to purchase up to 3,750,000 Option\nUnits s to cover over-allotments, if any. On March 5, 2026, the Underwriters purchased an additional 3,386,008 Option Units pursuant to\nthe partial exercise of the Over-Allotment Option. The Option Units were sold at an offering price of $10.00 per Option Unit, generating\nadditional gross proceeds to us of $33,860,080.\n\n** **\n\n28\n\n \n\n** **\n\nFollowing\nthe closing of the Initial Public Offering and Private Placement, as well as the partial exercise of the Over-Allotment Option, a total\nof $283,860,080 comprised of the proceeds from the Initial Public Offering (which amount includes the Deferred Fee of $15,612,304) and\nthe proceeds from the Private Placement and partial exercise of the Over-Allotment Option, was placed in a U.S.-based trust account maintained\nby Continental, acting as trustee. The proceeds held in the Trust Account may be invested by Continental, as trustee, solely (i) in U.S.\ngovernment securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act with a maturity of 185 days or less,\n(ii) in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs\n(d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, (iii) as uninvested cash or (iv) in interest or non-interest\nbearing demand deposit accounts at a U.S. chartered commercial bank with consolidated assets of $100 billion or more selected by Continental\nthat is reasonably satisfactory to us, until the earlier of: (x) the completion of the Business Combination and (y) the distribution of\nthe Trust Account, as described elsewhere in the Report. To mitigate the risk that we might be deemed to be an investment company for\npurposes of the Investment Company Act, which risk increases the longer that we hold investments in the Trust Account, we may, at any\ntime (based on our Management Team’s ongoing assessment of all factors related to our potential status under the Investment Company\nAct), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in\ncash or in an interest-bearing demand deposit account at a bank.\n\n \n\nThe\nremaining proceeds from the Initial Public Offering and the Private Placement are held outside the Trust Account. Such funds are\nbeing used primarily to enable us to identify a target and to negotiate and consummate our initial Business Combination.\n\n \n\nThere\nhas been no material change in the planned use of the proceeds from our Initial Public Offering and the Private Placement as described\nin the IPO Registration Statement. The specific investments in our Trust Account may change from time to time.\n\n \n\n**Purchases of Equity Securities by the Issuer\nand Affiliated Purchasers**\n\n** **\n\nThere\nwere no purchases of our equity securities by us or an affiliate during the quarterly period covered by the Report."}