Sponsor entity buys 200,000 Averin Capital (ACAAU) Class A shares

Rhea-AI Filing Summary

Averin Capital Acquisition Sponsor LLC, an affiliate of Averin Capital Acquisition Corp., bought 200,000 Class A ordinary shares at $10.0000 per share on February 20, 2025. After this open-market purchase, the sponsor directly holds 200,000 Class A ordinary shares.

The shares represent stock underlying private placement units acquired under a Private Placement Units Purchase Agreement between the sponsor and Averin Capital Acquisition Corp.. Handel Rose LLC is the sole managing member of the sponsor and controls voting and investment decisions. Eric Berry and David Berry, as managers of Handel Rose LLC, may be deemed beneficial owners but each disclaims beneficial ownership beyond any pecuniary interest.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Ordinary Shares	02/20/2025		P		200,000(1)	A	$10	200,000(1)	D(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

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
X	Officer (give title below)		Other (specify below)
	See Remarks

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

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

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)

Explanation of Responses:

1. Represents shares underlying the private placement units (each unit consisting of one Class A ordinary share and one-sixth of one warrant, each whole warrant exercisable to purchase one Class A ordinary share) directly held by Averin Capital Acquisition Sponsor LLC (the "Sponsor"), and which were acquired pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and Averin Capital Acquisition Corp. (the "Issuer"). Does not include 7,187,500 Class B ordinary shares, which shares will automatically convert into Class A ordinary shares at the time of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as described under the heading "Description of Securities--Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-293082).

2. The Sponsor is the record holder of such shares. 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 have beneficial ownership of the securities held of record 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:

Chief Executive Officer and Chairman of the Board of Directors

	/s/ Averin Capital Acquisition Sponsor LLC, By: Handel Rose LLC, its Managing Member, By: /s/ David Berry, Name: David Berry, Title: Manager	02/20/2026
	/s/ Handel Rose LLC, By: David Berry, Managing Member	02/20/2026
	/s/ David Berry	02/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Averin Capital Acquisition Corp. (ACAAU) report?

Averin Capital Acquisition Sponsor LLC bought 200,000 Class A ordinary shares of Averin Capital Acquisition Corp. at $10.0000 per share. The purchase occurred on February 20, 2025 and was reported as an open-market or private transaction in a Form 4 filing.

Who is the actual holder of the new Averin Capital Acquisition Corp. (ACAAU) shares?

The record holder is Averin Capital Acquisition Sponsor LLC. The 200,000 Class A ordinary shares are underlying private placement units directly held by the sponsor under a Private Placement Units Purchase Agreement with Averin Capital Acquisition Corp., according to the disclosed footnotes.

What role does Handel Rose LLC play in Averin Capital Acquisition Corp. (ACAAU) ownership?

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, giving it effective control over those 200,000 Class A ordinary shares.

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

David Berry and Eric Berry are managers of Handel Rose LLC, which manages the sponsor entity that holds the shares. They may be deemed beneficial owners of the securities but each disclaims beneficial ownership beyond any direct or indirect pecuniary interest described in the footnotes.

What is the total Class A stake after this Averin Capital Acquisition Corp. (ACAAU) transaction?

Following the February 20, 2025 transaction, Averin Capital Acquisition Sponsor LLC directly holds 200,000 Class A ordinary shares. This total reflects the entire position reported for that security after the open-market or private purchase at $10.0000 per share.

What type of securities were involved in the Averin Capital Acquisition Corp. (ACAAU) insider purchase?

The transaction involved Class A ordinary shares underlying private placement units. Each unit consists of one Class A ordinary share and one-sixth of one warrant, with each whole warrant exercisable to purchase one Class A ordinary share, as described in the footnotes.