Business Context and Reporting Period
Company: Aifeex Nexus Acquisition Corporation (formerly Shepherd Ave Capital Acquisition Corporation)
Filing Type: Form 10-K (Annual Report)
Reporting Period: Fiscal year ended December 31, 2024 (Inception: May 31, 2024)
Business Overview: The Company is a Cayman Islands exempted company and a "blank check" SPAC formed to effect an initial business combination. It has no operations and no revenue to date. On December 6, 2024, the Company consummated its Initial Public Offering (IPO) and a concurrent Private Placement. The Company is classified as a shell company, an emerging growth company, and a smaller reporting company.
Key Financial Metrics
| Metric | Value |
|---|---|
| Revenue | $0 (No operations) |
| Net Loss | $(85,311) |
| Operating Expenses | $354,189 (Formation/Operating: $300,435; Stock-based comp: $53,754) |
| Interest/Dividend Income (Trust) | $268,878 |
| Cash (Outside Trust) | $533,006 |
| Investments Held in Trust | $86,518,878 |
| Working Capital | $500,880 |
| Total Liabilities | $1,017,060 (Includes $862,500 deferred underwriting fee) |
| Shares Outstanding (Public) | 8,625,000 Class A shares (subject to redemption) |
| Shares Outstanding (Private/Founder) | 2,156,250 Class B shares + 244,250 Private Placement Class A shares |
Material Changes and IPO Details
The Company was formed in May 2024 and completed its IPO on December 6, 2024. Key capital events include:
- IPO Proceeds: Sold 8,625,000 Units at $10.00 per unit, generating gross proceeds of $86,250,000. This included the full exercise of the over-allotment option (1,125,000 units).
- Private Placement: Sold 244,250 Private Placement Units to the Sponsor (Aitefund Sponsor LLC) at $10.00 per unit, generating $2,442,500.
- Trust Account: $86,250,000 was deposited into a U.S.-based trust account. As of December 31, 2024, the balance grew to $86,518,878 due to interest income.
- Transaction Costs: Total costs were $2,528,729, comprising $1,078,125 in cash underwriting fees, $862,500 in deferred underwriting fees, and $588,104 in other offering costs.
- Name Change: On March 11, 2025, the Company changed its name from "Shepherd Ave Capital Acquisition Corporation" to "Aifeex Nexus Acquisition Corporation," and ticker symbols changed to AIFEU/AIFE/AIFER.
Outlook, Risks, and Management Commentary
Combination Deadline: The Company must complete an initial business combination by March 6, 2026 (15 months from IPO). This may be extended to June 6, 2026 (18 months) if a letter of intent or definitive agreement is executed before the initial deadline.
Liquidity and Going Concern: Management has identified substantial doubt about the Company's ability to continue as a going concern. The Company relies on the completion of a business combination to survive. If no combination occurs by the deadline, the Company will liquidate and redeem public shares.
Internal Controls: Management concluded that disclosure controls and procedures were not effective as of December 31, 2024, due to a material weakness involving inadequate segregation of duties and insufficient written policies.
Risks:
- Failure to identify a suitable target or complete a business combination.
- Redemption of public shares reducing available cash for the transaction.
- Need for additional financing (Working Capital Loans) which may be unavailable or dilutive.
- Geopolitical risks (e.g., Russia-Ukraine conflict) impacting market conditions.
Investor Verification Checklist
- Trust Account Balance: Verify the current balance in the trust account ($86.5M as of Dec 31, 2024) to ensure it covers the $10.00 per share redemption value plus accrued interest.
- Extension Provisions: Confirm the specific terms required to extend the combination deadline from 15 to 18 months and whether shareholder approval is needed for such extensions.
- Internal Control Remediation: Review subsequent filings (10-Q) to determine if the material weakness in internal controls has been remediated.
- Related Party Loans: Monitor for any new Working Capital Loans from insiders, as these may convert to equity and cause dilution.
- Deferred Underwriting Fee: Note the $862,500 deferred fee payable only upon successful completion of a business combination; this liability will be forfeited if the company liquidates.