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Averin Capital Acquisition Sponsor LLC, together with David Berry and Handel Rose LLC, reports beneficial ownership of 7,387,500 ordinary shares of Averin Capital Acquisition Corp., representing 20.44% of 36,137,500 Class A and Class B shares outstanding as of February 20, 2026.
The position includes 200,000 Class A shares in private placement units and 7,187,500 Class B founder shares, which are automatically convertible into Class A shares on a one-for-one basis. The Sponsor paid an aggregate $2,025,000 using its working capital.
The Sponsor and David Berry agreed in an insider letter to vote their founder shares, placement shares and certain public shares in favor of any proposed business combination and not to redeem these shares, and accepted lock-up, indemnification and registration rights obligations tied to the SPAC’s IPO structure and trust account protections.
Averin Capital Acquisition Corp. completed its initial public offering of 25,000,000 units at $10.00 per unit, raising gross proceeds of $250,000,000. Each unit includes one Class A ordinary share and one-sixth of a redeemable warrant exercisable at $11.50 per share.
The company also sold 200,000 private placement units to its sponsor for $2,000,000, and a total of $250,000,000 was deposited into a U.S. trust account. An additional 3,750,000 units may be sold under an over-allotment option. Public shareholders will have redemption rights in connection with a future business combination.
The independent auditor issued an unqualified opinion on the balance sheet as of February 20, 2026, but highlighted that ongoing costs and the need to complete a business combination raise substantial doubt about Averin Capital’s ability to continue as a going concern.
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.
Averin Capital Acquisition Corp., a Cayman Islands blank check company, completed its initial public offering of 25,000,000 units at $10.00 per unit, generating gross proceeds of $250,000,000. Each unit includes one Class A ordinary share and one-sixth of one redeemable warrant exercisable at $11.50 per share, and the underwriter has a 45-day option to buy up to 3,750,000 additional units.
The company also sold 200,000 private placement units to its sponsor at $10.00 per unit, and a total of $250,000,000 from the IPO and private placement was placed in a U.S.-based trust account. These funds will remain in trust until a business combination is completed or public shares are redeemed under the company’s 24‑month deadline and related charter provisions. The board added three directors, formed audit and compensation committees, adopted amended and restated governing documents, and executed key agreements typical for a newly public blank check company focusing on technology and health industry targets.