Sec Form 4 Filing - Averin Capital Acquisition Sponsor LLC @ Averin Capital Acquisition Corp. - 2026-02-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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
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
(Last) (First) (Middle)
C/O AVERIN CAPITAL ACQUISITION CORP., 240 W 40TH STREET, OFFICE 205
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2026
(Street)
NEW YORK, NY10018
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Averin Capital Acquisition Sponsor LLC
C/O AVERIN CAPITAL ACQUISITION CORP.
240 W 40TH STREET, OFFICE 205
NEW YORK, NY10018
X X See Remarks
BERRY DAVID A
C/O AVERIN CAPITAL ACQUISITION CORP.
240 W 40TH STREET, OFFICE 205
NEW YORK, NY10018
X X See Remarks
Handel Rose LLC
C/O AVERIN CAPITAL ACQUISITION CORP.
240 W 40TH STREET, OFFICE 205
NEW YORK, NY10018
X
Signatures
/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
Signature of Reporting Person Date
/s/ Handel Rose LLC, By: David Berry, Managing Member 02/20/2026
Signature of Reporting Person Date
/s/ David Berry 02/20/2026
Signature of Reporting Person Date
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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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