SCHEDULE: Averin Capital Amends 13D, Adds Eric Berry to Ownership Disclosure

Averin Capital Acquisition Corp. filed an amended Schedule 13D to include Eric Berry as an additional reporting person, detailing the beneficial ownership of 20.44% of its ordinary shares.

Summary

• An Amendment No. 1 to Schedule 13D was filed solely to add Eric Berry as an additional Reporting Person.
• Averin Capital Acquisition Sponsor LLC, David Berry, Eric Berry, and Handel Rose LLC collectively report beneficial ownership of 7,387,500 Ordinary Shares.
• This represents 20.44% of the Issuer's total outstanding Ordinary Shares, which amount to 36,137,500 as of February 20, 2026.
• The beneficially owned shares consist of 200,000 Class A Ordinary Shares and 7,187,500 Class B Ordinary Shares.
• Of the Class B Ordinary Shares, 937,500 are subject to forfeiture if the underwriter does not exercise its overallotment option.
• Class B Ordinary Shares are automatically convertible into Class A Ordinary Shares on a one-for-one basis upon the initial business combination or at the holder's option prior to it.
• David Berry and Eric Berry, as managers of Handel Rose LLC (the managing member of the Sponsor), have shared voting and investment discretion over these securities.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral, administrative filing primarily focused on updating beneficial ownership disclosure. It does not contain information that would significantly alter the company's operational or financial outlook.

Positives

• Increased transparency regarding beneficial ownership by formally adding Eric Berry as a reporting person, clarifying the control structure.

Risks

• 937,500 Class B Ordinary Shares are subject to forfeiture if the underwriter does not exercise its overallotment option, which could slightly reduce the Sponsor's overall stake.

Future Outlook

NA

Management Comments

• Each of Handel Rose LLC, David Berry, and Eric Berry disclaim any beneficial ownership of securities reported herein other than any they may have, directly or indirectly.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are standard disclosures for significant beneficial ownership stakes, particularly for SPAC sponsors and their principals. The amendment to include Eric Berry enhances transparency regarding the control group of Averin Capital Acquisition Corp., aligning with regulatory expectations for comprehensive disclosure of influential shareholders.

Corporate Governance

Related Party Transactions

• The Sponsor acquired 200,000 Class A Ordinary Shares in units pursuant to a Private Placement Units Purchase Agreement by and between the Sponsor and the Issuer.
• Averin Capital Acquisition Sponsor LLC, Handel Rose LLC, David Berry, and Eric Berry are all related parties, with David and Eric Berry being managers of Handel Rose LLC, which is the managing member of the Sponsor, and David Berry also serving as CEO and Chairman of the Issuer. Their shared beneficial ownership is detailed.

Stakeholder Impact

• Shareholders: Provides clearer insight into the beneficial ownership and control structure of the company's sponsor and its principals.

Key Dates

Recommendation

This filing is an administrative update to a Schedule 13D, primarily adding a reporting person and clarifying beneficial ownership. It does not contain new financial or operational information that would warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate as there are no new catalysts or red flags presented.

Keywords

Averin Capital Acquisition Corp, Schedule 13D, Beneficial Ownership, Eric Berry, David Berry, Handel Rose LLC, Averin Capital Acquisition Sponsor LLC, Class A Ordinary Shares, Class B Ordinary Shares, SPAC, Corporate Governance