7.39M Class B insider holdings reported at Averin Capital (ACAAU)

Rhea-AI Filing Summary

Averin Capital Acquisition Corp. reported initial insider holdings of 7,387,500 Class B ordinary shares through Averin Capital Acquisition Sponsor LLC. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis at the company’s initial business combination or earlier at the holder’s option, subject to adjustments.

The Class B shares have no expiration date and include up to 937,500 shares subject to forfeiture if the underwriters of the initial public offering do not fully exercise their over-allotment option. Handel Rose LLC controls the sponsor, and Eric Berry and David Berry may be deemed beneficial owners but disclaim ownership beyond any pecuniary interest.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Averin Capital Acquisition Sponsor LLC

(Last) (First) (Middle)

C/O AVERIN CAPITAL ACQUISITION CORP.

240 W 40TH STREET, OFFICE 205

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/18/2026

3. Issuer Name and Ticker or Trading Symbol
Averin Capital Acquisition Corp. [ ACAAU ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Ordinary Shares, par value $0.0001 per share(1)	(1)	(1)	Class A Ordinary Shares, par value $0.0001 per share	7,387,500(2)	(1)	D(2)(3)

1. Name and Address of Reporting Person^*

Averin Capital Acquisition Sponsor LLC

(Last) (First) (Middle)

C/O AVERIN CAPITAL ACQUISITION CORP.

240 W 40TH STREET, OFFICE 205

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BERRY DAVID A

(Last) (First) (Middle)

C/O AVERIN CAPITAL ACQUISITION CORP.

240 W 40TH STREET, OFFICE 205

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and Chairman

1. Name and Address of Reporting Person^*

Handel Rose LLC

(Last) (First) (Middle)

C/O AVERIN CAPITAL ACQUISITION CORP.

240 W 40TH STREET, OFFICE 205

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Berry Eric Z.

(Last) (First) (Middle)

C/O AVERIN CAPITAL ACQUISITION CORP.

240 W 40TH STREET, OFFICE 205

(Street)

NEW YORK NY 10018

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. As described in the registration statement on Form S-1 (File No. 333-293082) of Averin Capital Acquisition Corp. (the "Issuer") under the heading "Description of Securities," the shares of Class B ordinary shares will automatically convert into shares of Class A ordinary shares at the time of the Issuer's initial business combination, or at any time prior to the Issuer's initial business combination, at the option of the holder, on a one-for-one basis, subject to certain adjustments. The Class B ordinary shares have no expiration date.

2. These shares represent the Class B ordinary shares held by Averin Capital Acquisition Sponsor LLC (the "Sponsor") acquired pursuant to a subscription agreement by and between the Issuer and the Sponsor. The Class B ordinary shares include up to 937,500 shares that are subject to forfeiture in the event the underwriters of the Issuer's initial public offering do not exercise in full their over-allotment option as described in the Issuer's registration statement.

3. Represents shares held by Averin Capital Acquisition Sponsor LLC. Handel Rose LLC, is the sole managing member of the Sponsor and controls the management of the Sponsor, including the exercise of voting and investment discretion over the securities of the Issuer held by the Sponsor. Eric Berry and David Berry are the managers of Handel Rose LLC. David Berry and Eric Berry both may be deemed to beneficially own 7,387,500 Class B Ordinary Shares and ultimately exercise voting and dispositive power of the securities held by the Sponsor. Each such person disclaims any beneficial ownership of the securities reported herein other than to the extent of any pecuniary interest they may have therein, directly or indirectly.

Remarks:

This Form 3/A amends the Form 3 filed on February 18, 2026 (the "Original Form 3") solely to add Eric Berry as an additional Reporting Person. Although Eric Berry was identified in the Original Form 3, he was not separately listed as a Reporting Person at that time because he did not yet have EDGAR access codes.

	/s/ Averin Capital Acquisition Sponsor LLC, By: Handel Rose LLC, its Managing Member, By: /s/ David Berry, Name: David Berry, Title: Manager	03/03/2026
	/s/ Handel Rose LLC, By: David Berry, Managing Member	03/03/2026
	/s/ David Berry	03/03/2026
	/s/ Eric Berry	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What insider holdings does Averin Capital Acquisition Corp. (ACAAU) report on this Form 3?

The filing reports beneficial ownership of 7,387,500 Class B ordinary shares held by Averin Capital Acquisition Sponsor LLC. These shares represent the sponsor’s stake in Averin Capital Acquisition Corp. and are tied to the company’s initial public offering structure and future business combination.

How do Averin Capital Acquisition Corp. (ACAAU) Class B shares convert into Class A shares?

The Class B ordinary shares automatically convert one-for-one into Class A ordinary shares at the time of Averin Capital Acquisition Corp.’s initial business combination, or earlier at the holder’s option. The conversion is subject to certain adjustments described in the company’s registration statement.

What portion of Averin Capital Acquisition Corp. (ACAAU) sponsor shares are subject to forfeiture?

Up to 937,500 Class B ordinary shares held by the sponsor are subject to forfeiture. This forfeiture occurs if the underwriters of Averin Capital Acquisition Corp.’s initial public offering do not fully exercise their over-allotment option, as detailed in the registration statement.

Who controls the sponsor of Averin Capital Acquisition Corp. (ACAAU)?

Handel Rose LLC is the sole managing member of Averin Capital Acquisition Sponsor LLC and controls its management. It exercises voting and investment discretion over Averin Capital Acquisition Corp. securities held by the sponsor, according to the beneficial ownership footnote disclosures.

How are David Berry and Eric Berry related to Averin Capital Acquisition Corp. (ACAAU) sponsor shares?

David Berry and Eric Berry are managers of Handel Rose LLC, which manages the sponsor. They may be deemed to beneficially own 7,387,500 Class B shares but each disclaims beneficial ownership beyond any pecuniary interest in those Averin Capital Acquisition Corp. securities.

Do Averin Capital Acquisition Corp. (ACAAU) Class B ordinary shares have an expiration date?

The Class B ordinary shares of Averin Capital Acquisition Corp. have no expiration date. They remain outstanding until converted into Class A ordinary shares in connection with the initial business combination or earlier conversion at the holder’s option, subject to the adjustment terms described.