Shepherd Ave Capital SPAC Files for IPO

Ticker: PGACR · Form: S-1 · Filed: Jul 24, 2024 · CIK: 2030829

Sentiment: neutral

Topics: spac, ipo, registration-statement

TL;DR

SPAC Shepherd Ave Capital files S-1 for IPO, looking for a deal.

AI Summary

Shepherd Ave Capital Acquisition Corp. filed an S-1 registration statement on July 24, 2024, for an initial public offering. The company, incorporated in the Cayman Islands, is a special purpose acquisition company (SPAC) aiming to merge with or acquire a business. Its principal executive offices are located at 221 W 9th St, #859, Wilmington, DE 19801.

Why It Matters

This S-1 filing indicates Shepherd Ave Capital Acquisition Corp. is seeking to raise capital through an IPO, which could lead to a future merger or acquisition, impacting the target company and investors.

Risk Assessment

Risk Level: medium — SPACs inherently carry risks related to the uncertainty of finding and completing a suitable merger or acquisition, and potential dilution for shareholders.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of this S-1 filing by Shepherd Ave Capital Acquisition Corp.?

The S-1 filing is a registration statement for an initial public offering (IPO), indicating the company's intent to raise capital by selling shares to the public.

When was this S-1 filing submitted to the SEC?

The filing was submitted to the Securities and Exchange Commission on July 24, 2024.

Where is Shepherd Ave Capital Acquisition Corp. incorporated?

The company is incorporated in the Cayman Islands.

Who is the Chief Executive Officer and Chairman of Shepherd Ave Capital Acquisition Corp.?

William W. Snyder serves as the Chief Executive Officer and Chairman of the company.

What is the business address listed for Shepherd Ave Capital Acquisition Corp.?

The principal executive offices are located at 221 W 9th St, #859, Wilmington, DE 19801.

Filing Stats: 4,089 words · 16 min read · ~14 pages · Grade level 15 · Accepted 2024-07-24 17:01:13

Key Financial Figures

Filing Documents

Underwriting

Underwriting Discounts and Commissions (1)   Proceeds, before Expenses, to us Per Unit   $ 10.00   $ 0.225   $ 9.775 Total   $ 75,000,000   $ 1,687,500   $ 73,312,500 ____________ (1)        Includes $0.10 per unit sold, or $750,000 (or $862,500 if the underwriters’ over -allotment option is exercised in full) in the aggregate, payable to the underwriters for deferred underwriting commissions that will be placed in the Trust Account located in the United States as described herein. The deferred commissions will be released to the underwriters only on completion of an initial business combination, in an amount equal to $0.10 multiplied by the number of public shares sold as part of the units in this offering, subject to adjustment as described in this prospectus. If no business combination is consummated, such deferred commissions will be forfeited by the underwriters. The underwriters will not be entitled to any interest accrued on the deferred commissions. The table does not include certain other fees and expenses payable (or securities issuable) to the underwriters in connection with this offering. See also “Underwriting” for a description of compensation and other items of value payable to the underwriters. Upon consummation of the offering, $10.00 per unit sold to the public in this offering (whether or not the over -allotment option has been exercised in full or part) will be deposited into the Trust Account maintained by Wilmington Trust, N.A., acting as trustee. Such amount approximately includes $750,000, or $862,500 if the underwriters’ over -allotment option is exercised in full, payable to the underwriters as deferred underwriting discounts and commissions. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of our initial business c

RISK FACTORS

RISK FACTORS   32 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS   70

USE OF PROCEEDS

USE OF PROCEEDS   71 DIVIDEND POLICY   75

DILUTION

DILUTION   76 CAPITALIZATION   78 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   79 PROPOSED BUSINESS   84 MANAGEMENT   102 PRINCIPAL SHAREHOLDERS   112 CERTAIN TRANSACTIONS   115

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES   118 SECURITIES ELIGIBLE FOR FUTURE SALE   132 TAXATION   134

UNDERWRITING

UNDERWRITING   144 LEGAL MATTERS   154 EXPERTS   154 ENFORCEABILITY OF CIVIL LIABILITY   155 WHERE YOU CAN FIND ADDITIONAL INFORMATION   157 INDEX TO FINANCIAL STATEMENTS   F-1 i Table of Contents PROSPECTUS SUMMARY This summary highlights certain information appearing elsewhere in this prospectus. For a more complete understanding of this offering, you should read the entire prospectus carefully, including the risk factors and the financial statements. Unless otherwise stated in this prospectus, references to: •          “we,” “us” or “our company” refers to Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company; •          “amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association to be adopted immediately prior to or upon effectiveness of this prospectus; •          “Class A ordinary shares” refers to our Class A ordinary shares, par value $0.0001 per share; •          “Class B ordinary shares” refers to our Class B ordinary shares, par value $0.0001 per share; •          “Companies Act” refers to the Companies Act (As Revised) of the Cayman Islands as the same may be amended and supplemented from time to time; •          “ equity -linked securities” are to any securities of our company which are convertible into or exchangeable or exercisable for, ordinary shares of our

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