SPHAU Shepherd Ave Capital Acquisition Corporation

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 23, 2025

 

SHEPHERD AVE CAPITAL ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

 

Cayman Islands		001-42425		N/A
(State or other jurisdiction		(Commission File Number)		(IRS Employer
of incorporation)				Identification Number)

 

221 W 9th St #859

Wilmington, DE 19801

(Address of principal executive offices)

 

302-235-3848

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act.

 

Title of each class		Trading Symbol		Name of each exchange on which registered
Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-fifth of one Class A ordinary share		SPHAU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		SPHA		The Nasdaq Stock Market LLC
Rights, each whole right to acquire one-fifth of one Class A ordinary share		SPHAR		The Nasdaq Stock Market LLC

 

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 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01 Other Events.

 

On January 23, 2025, Shepherd Ave Capital Acquisition Corporation (the “Company”) announced that holders of the Company’s units may elect to separately trade the Class A ordinary shares and rights included in its units, commencing on or about January 27, 2025.

 

The Class A ordinary shares and rights will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “SPHA” and “SPHAR”, respectively. Units not separated will continue to trade on Nasdaq under the symbol “SPHAU.”

 

On January 23, 2025, the Company issued a press release announcing the separation of units. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.		Description of Exhibits
99.1		Press Release dated January 23, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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
		/s/ William W. Snyder
	Name:	William W. Snyder
	Title:	Chief Executive Officer
Date: January 23, 2025

 

2

Exhibit 99.1

 

Shepherd Ave Capital Acquisition Corporation Announces the Separate Trading of its Class A Ordinary Shares

and Rights, Commencing on January 27, 2025

 

Wilmington, DE, Jan. 23, 2025 (GLOBE NEWSWIRE) -- Shepherd Ave Capital Acquisition Corporation (the “Company”) (Nasdaq: SPHAU), a blank check company, today announced that, commencing on January 27, 2025, holders of the 8,625,000 units (the “Units”) sold in the Company’s initial public offering (the “Offering”) including Units sold upon the full exercise of the underwriters’ over-allotment option, may elect to separately trade the Class A ordinary shares and rights included in the Units. Any Units not separated will continue to trade on the NASDAQ Global Market (“NASDAQ”) under the symbol “SPHAU.” Any underlying Class A ordinary shares and rights that are separated will trade on the NASDAQ under the symbols “SPHA” and “SPHAR,” respectively. Holders of Units will need to have their brokers contact the Company’s transfer agent, Vstock Transfer, LLC, in order to separate the holders’ Units into Class A ordinary shares and rights.

 

The Units were initially offered by the Company in an underwritten offering. SPAC Advisory Partners LLC (“SAP”), a division of Kingswood Capital Partners LLC acted as the sole book-running manager for the Offering. A registration statement on Form S-1 (File No. 333-280986) relating to these securities was declared effective by the Securities and Exchange Commission (the “SEC”) on December 2, 2024. The Offering was made only by means of a prospectus, copies of which may be obtained by contacting Kingswood Capital Partners, LLC, 126 East 56th Street, Suite 22S, New York, NY 10022, by calling 212-487-1080, by emailing Syndicate@kingswoodUS.com, or by visiting EDGAR on the SEC’s website at www.sec.gov.

 

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Shepherd Ave Capital Acquisition Corporation

 

SPHA is a newly incorporated, blank check company formed in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. While the Company may pursue an initial business combination target in any business or industry, it intends to identify companies with strong management team, niche deal size with growth potential, long-term revenue visibility with defensible market position, and benefits from being a U.S. public company. The sponsor of the Company is Aitefund Sponsor LLC.

 

Forward-Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based. No assurance can be given that the offering discussed above will be completed on the terms described, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Registration Statement and related preliminary prospectus filed in connection with the initial public offering with the SEC. Copies are available on the SEC’s website, www.sec.gov.

 

Company contact:

 

William W. Snyder, CEO

221 W 9th St, #859

Wilmington, DE 19801

bill@shepherdavecapital.com

v3.24.4

Cover	Jan. 23, 2025
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 23, 2025
Entity File Number	001-42425
Entity Registrant Name	SHEPHERD AVE CAPITAL ACQUISITION CORPORATION
Entity Central Index Key	0002030829
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	E9
Entity Address, Address Line One	221 W 9th
Entity Address, Address Line Two	St #859
Entity Address, City or Town	Wilmington
Entity Address, State or Province	DE
Entity Address, Postal Zip Code	19801
City Area Code	302
Local Phone Number	235-3848
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-fifth of one Class A ordinary share
Title of 12(b) Security	Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-fifth of one Class A ordinary share
Trading Symbol	SPHAU
Security Exchange Name	NASDAQ
Class A ordinary shares, par value $0.0001 per share
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	SPHA
Security Exchange Name	NASDAQ
Rights, each whole right to acquire one-fifth of one Class A ordinary share
Title of 12(b) Security	Rights, each whole right to acquire one-fifth of one Class A ordinary share
Trading Symbol	SPHAR
Security Exchange Name	NASDAQ

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