Shepherd Ave Capital Acquisition Corp. S-1/A Filing

TL;DR

SPAC Shepherd Ave Capital Acquisition Corp. filed S-1/A. Blank check company in real estate/construction.

AI Summary

Shepherd Ave Capital Acquisition Corp. filed an S-1/A amendment on November 15, 2024, for its registration statement (No. 333-280986). The company, incorporated in the Cayman Islands, is a blank check company focused on real estate and construction. Its principal executive offices are located at 221 W 9th St, #859, Wilmington, DE 19801.

Why It Matters

This S-1/A filing indicates Shepherd Ave Capital Acquisition Corp. is moving forward with its plans as a special purpose acquisition company (SPAC), potentially leading to a future merger or acquisition in the real estate and construction sectors.

Risk Assessment

Risk Level: medium — As a SPAC, the company's success is contingent on finding and completing a suitable business combination, which carries inherent risks.

Key Numbers

• 333-280986 — SEC File Number (Identifies the specific registration statement)

Key Players & Entities

• Shepherd Ave Capital Acquisition Corp. (company) — Registrant
• November 15, 2024 (date) — Filing Date
• 333-280986 (registration_number) — SEC File Number
• Cayman Islands (jurisdiction) — State of Incorporation
• 221 W 9th St, #859, Wilmington, DE 19801 (address) — Principal Executive Offices
• William W. Snyder (person) — CEO and Chairman

FAQ

Key Financial Figures

• $75,000,000 — COMPLETION, DATED NOVEMBER 1 5 , 2024 $75,000,000 SHEPHERD AVE CAPITAL ACQUISITION CORP
• $10.00 — nit that we are offering has a price of $10.00 and consists of one Class A ordi
• $0.0001 — lass A ordinary share, par value $0.0001 per share, or “Class A or
• $100,000 — nterest (net of taxes payable and up to $100,000 of interest generated from the funds he
• $5,000,001 — cannot maintain net tangible assets of $5,000,001 upon such business combination, we may
• $0.014 — ion is exercised) on June 14, 2024, for $0.014 per share (60,000 of which will be tran
• $2,301,870 — vate unit for a total purchase price of $2,301,870 (or up to $2,442,500, if the underwrite
• $2,442,500 — purchase price of $2,301,870 (or up to $2,442,500, if the underwriters’ over -allo
• $2,324,594 — pay for an aggregate purchase price of $2,324,594 or an aggregate of 1,885,187 ordinary s
• $295,019 — ponsor had loaned to us an aggregate of $295,019 to be used to pay formation and a porti
• $3,000,000 — t the lender’s discretion, up to $3,000,000 of the notes, or the “working ca
• $7,500 — yder shall receive cash compensation of $7,500 per during the term of his service; and
• $5,000 — Peng shall receive cash compensation of $5,000 per during the term of her service. Pri
• $22,110 — Because of the nominal consideration of $22,110 in aggregate, or $0.014 on a per -share
• $22,724 — r shares (the initial purchase price of $22,724 for the issuance of the 1,936,250 insid

Filing Documents

• ea0209532-07.htm (S-1/A) — 4820KB
• ea020953207ex1-1_shepherd.htm (EX-1.1) — 275KB
• ea020953207ex4-1_shepherd.htm (EX-4.1) — 17KB
• ea020953207ex4-3_shepherd.htm (EX-4.3) — 14KB
• ea020953207ex4-4_shepherd.htm (EX-4.4) — 66KB
• ea020953207ex5-1_shepherd.htm (EX-5.1) — 52KB
• ea020953207ex5-2_shepherd.htm (EX-5.2) — 15KB
• ea020953207ex10-1_shepherd.htm (EX-10.1) — 54KB
• ea020953207ex10-2_shepherd.htm (EX-10.2) — 89KB
• ea020953207ex10-3_shepherd.htm (EX-10.3) — 91KB
• ea020953207ex10-4_shepherd.htm (EX-10.4) — 29KB
• ea020953207ex23-1_shepherd.htm (EX-23.1) — 3KB
• ea020953207ex-fee_shepherd.htm (EX-FILING FEES) — 38KB
• ex5-1_001.jpg (GRAPHIC) — 9KB
• ex5-1_002.jpg (GRAPHIC) — 161KB
• ex5-2_001.jpg (GRAPHIC) — 12KB
• ex5-2_002.jpg (GRAPHIC) — 17KB
• ex23-1_001.jpg (GRAPHIC) — 20KB
• ex23-1_002.jpg (GRAPHIC) — 111KB
• 0001213900-24-099234.txt ( ) — 6019KB

From the Filing

As filed with the Securities and Exchange Commission on November 1 5 , 2024. Registration No. 333-280986 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________________ AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 __________________________________ Shepherd Ave Capital Acquisition Corporation (Exact name of registrant as specified in its constitutional documents) Not Applicable (Translation of Registrant’s name into English) __________________________________ Cayman Islands   6770   Not Applicable (State or other jurisdiction of incorporation or organization)   (Primary Standard Industrial Classification Code Number)   (I.R.S. Employer Identification Number) 221 W 9 th St, #859 Wilmington, DE 19801 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) __________________________________ William W. Snyder Chief Executive Officer and Chairman 221 W 9 th St, #859 Wilmington, DE 19801 Tel: 302-235-3848 (Name, address, including zip code, and telephone number, including area code, of agent for service) __________________________________ Copies to: Arila E. Zhou, Esq. Robinson & Cole LLP Chrysler East Building 666 Third Avenue, 20 th Floor New York, NY 10017 Tel: (212) 451-2908   Michael J. Blankenship, Esq. Winston & Strawn LLP 800 Capitol Street, Suite 2400 Houston, TX 77002 Tel: (713) 651 -2600 __________________________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post -effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. If this Form is a post -effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non -accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b -2 of the Exchange Act. Large accelerated filer     Accelerated filer   Non-accelerated filer     Smaller reporting company           Emerging growth company   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.      Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. PRELIMINARY PROSPECTUS   $75,000,000 SHEPHERD AVE CAPITAL ACQUISITION CORPORATION 7,500,000 Units Shepherd Ave Capital Acquisition Corporation is a blank check company incorporated in the Cayman Islands

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