Shepherd Ave Capital Acquisition Corp. Files 8-K
Ticker: PGACR · Form: 8-K · Filed: Dec 9, 2024 · CIK: 2030829
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-governance
TL;DR
Shepherd Ave Capital Acquisition Corp. filed an 8-K detailing material agreements, equity sales, and board changes.
AI Summary
Shepherd Ave Capital Acquisition Corp. announced on December 4, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities, changes in its board of directors and officers, and amendments to its articles of incorporation or bylaws. The filing also covers other events and financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate actions and agreements by Shepherd Ave Capital Acquisition Corp., which could impact its future business operations and shareholder value.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks and require further investigation.
Key Players & Entities
- Shepherd Ave Capital Acquisition Corp. (company) — Registrant
- December 4, 2024 (date) — Earliest event reported
- December 9, 2024 (date) — Date of report
FAQ
What is the nature of the material definitive agreement entered into by Shepherd Ave Capital Acquisition Corp.?
The filing states that the company entered into a material definitive agreement, but the specific details of this agreement are not provided in the summary information.
What type of equity securities were sold unregistered?
The filing mentions unregistered sales of equity securities, but the specific type and amount are not detailed in the provided summary.
Were there any changes to the board of directors or officers?
Yes, the filing indicates changes related to the departure of directors or certain officers, election of directors, and appointment of certain officers.
Were there any amendments to the company's articles of incorporation or bylaws?
Yes, the filing notes amendments to articles of incorporation or bylaws and a change in fiscal year.
What is the principal executive office address for Shepherd Ave Capital Acquisition Corp.?
The principal executive offices are located at 221 W 9th St #859, Wilmington, DE 19801.
Filing Stats: 1,784 words · 7 min read · ~6 pages · Grade level 11.9 · Accepted 2024-12-09 16:23:43
Key Financial Figures
- $0.0001 — nsisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one
- $10.00 — Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of
- $86,250,000 — per Unit, generating gross proceeds of $86,250,000. Substantially concurrently with the
- $2,442,500 — rating gross proceeds to the Company of $2,442,500. The Private Units are identical to the
- $0.0116 — Sponsor for such shares, approximately $0.0116 per share, pursuant to a certain securi
Filing Documents
- ea0223998-8k_shepherd.htm (8-K) — 55KB
- ea022399801ex1-1_shepherd.htm (EX-1.1) — 240KB
- ea022399801ex3-1_shepherd.htm (EX-3.1) — 442KB
- ea022399801ex4-1_shepherd.htm (EX-4.1) — 69KB
- ea022399801ex10-1_shepherd.htm (EX-10.1) — 30KB
- ea022399801ex10-2_shepherd.htm (EX-10.2) — 21KB
- ea022399801ex10-3_shepherd.htm (EX-10.3) — 89KB
- ea022399801ex10-4_shepherd.htm (EX-10.4) — 111KB
- ea022399801ex10-5_shepherd.htm (EX-10.5) — 50KB
- ea022399801ex10-6_shepherd.htm (EX-10.6) — 90KB
- ea022399801ex99-1_shepherd.htm (EX-99.1) — 9KB
- ea022399801ex99-2_shepherd.htm (EX-99.2) — 7KB
- ex3-1_001.jpg (GRAPHIC) — 23KB
- 0001213900-24-106948.txt ( ) — 1248KB
01 Entry
Item 1.01 Entry into a Material Definitive Agreement On December 2, 2024, the Registration Statement on Form S-1 (File No. 333-280986) (the “Registration Statement”) relating to the initial public offering (the “IPO”) of Shepherd Ave Capital Acquisition Corporation (the “Company”) was declared effective by the U.S. Securities and Exchange Commission. On December 6, 2024, the Company consummated the IPO of 8,625,000 units (the “Units”), including the full exercise of the underwriter’s option to purchase an additional 1,125,000 Units to cover over-allotments. Each Unit consists of one Class A ordinary share, $0.0001 par value per share (each, a “Class A Ordinary Share”), and one right (each, a “Right”), each one Right entitling the holder thereof to exchange for one-fifth of one Class A Ordinary Share upon the completion of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $86,250,000. Substantially concurrently with the closing of the IPO, the Company completed the private sale of 244,250 units (the “Private Units”) to the Company’s sponsor, Aitefund Sponsor LLC (the “Sponsor”). Each Private Unit consists of one Class A Ordinary Share and one Right. The Private Units were sold at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $2,442,500. The Private Units are identical to the Units sold in the IPO, subject to limited exceptions as further described in the Registration Statement. 1 In connection with the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Registration Statement: an Underwriting Agreement, dated December 4, 2024, between the Company and SPAC Advisory Partners, LLC, a division of Kingswood Capital Partners LLC (the “Representative”);
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Shepherd Ave Capital Acquisition Corporation By: /s/ William W. Snyder Name: William W. Snyder Title: Chief Executive Officer Date: December 9, 2024 5