Sponsor of Averin Capital (ACAAU) buys 200K Class A shares

Rhea-AI Filing Summary

Averin Capital Acquisition Sponsor LLC reported buying 200,000 Class A ordinary shares of Averin Capital Acquisition Corp. at $10.00 per share on 2025-02-20, bringing its reported Class A holdings to 200,000 shares.

The shares represent stock underlying private placement units, each unit including one Class A share and one-sixth of a warrant exercisable for an additional Class A share. The Sponsor holds these shares of record, while Handel Rose LLC controls the Sponsor. Eric Berry and David Berry may be deemed beneficial owners through Handel Rose LLC but each disclaims beneficial ownership beyond any pecuniary interest. A separate 7,187,500 Class B ordinary shares is noted, which will convert into Class A shares in connection with the company’s initial business combination or earlier at the holder’s option.

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)

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. 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. This Form 4/A amends the Form 4 filed on February 20, 2026 (the "Original Form 4") solely to add Eric Berry as an additional Reporting Person. Although Eric Berry was identified in the Original Form 4, 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 transaction did Averin Capital Acquisition Corp. (ACAAU) report?

Averin Capital Acquisition Sponsor LLC reported buying 200,000 Class A ordinary shares at $10.00 per share. The transaction involved private placement units, each containing one Class A share and one-sixth of a warrant exercisable for another Class A share.

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

The shares are held of record by Averin Capital Acquisition Sponsor LLC. This entity acquired 200,000 Class A ordinary shares underlying private placement units pursuant to a Private Placement Units Purchase Agreement with Averin Capital Acquisition Corp.

How are Handel Rose LLC and the Berry managers related to ACAAU’s reported holdings?

Handel Rose LLC is the sole managing member of the Sponsor and controls its voting and investment decisions. Eric Berry and David Berry manage Handel Rose LLC and may be deemed beneficial owners, but each disclaims beneficial ownership beyond any pecuniary interest.

What are the terms of the private placement units referenced in the ACAAU Form 4?

Each private placement unit consists of one Class A ordinary share and one-sixth of one warrant. Each whole warrant is exercisable to purchase one additional Class A ordinary share of Averin Capital Acquisition Corp. under the stated terms.

What is the significance of the 7,187,500 Class B shares mentioned for ACAAU?

The 7,187,500 Class B ordinary shares are separate from the 200,000 Class A shares. These Class B shares will automatically convert into Class A ordinary shares at the time of Averin Capital Acquisition Corp.’s initial business combination, or earlier at the holder’s option, on a one-for-one basis.

How many Averin Capital Acquisition Corp. (ACAAU) Class A shares does the Sponsor report after the transaction?

After the transaction, Averin Capital Acquisition Sponsor LLC reports holding 200,000 Class A ordinary shares. These shares come from private placement units acquired under a Private Placement Units Purchase Agreement with Averin Capital Acquisition Corp.