Business Context and Reporting Period
This Form 8-K reports the consummation of the Initial Public Offering (IPO) by Shepherd Ave Capital Acquisition Corporation (the "Company"), a Cayman Islands-based special purpose acquisition company (SPAC). The report covers events occurring between December 2, 2024, and December 6, 2024, with the filing date of December 9, 2024.
Key Financial Metrics
- IPO Gross Proceeds: $86,250,000 from the sale of 8,625,000 Units at $10.00 per Unit (including full exercise of the underwriter's over-allotment option).
- Private Placement Proceeds: $2,442,500 from the sale of 244,250 Private Units to the Sponsor (Aitefund Sponsor LLC) at $10.00 per Unit.
- Total Capital Raised: $88,692,500.
- Trust Account Funding: $86,250,000 (net of transaction expenses and working capital) was deposited into the trust account.
- Revenue/Profit/Cash Flow: The filing does not provide operating revenue, net income, or operating cash flow figures as the Company is a pre-business combination SPAC.
- Debt/Liquidity: No debt obligations are disclosed in this filing. Liquidity is primarily represented by the funds held in the trust account.
Material Changes
The primary material change is the transition from a private entity to a publicly traded company on The Nasdaq Stock Market LLC. The Company now has three classes of securities trading: Units (SPHAU), Class A ordinary shares (SPHA), and Rights (SPHAR). Additionally, the Company adopted an Amended and Restated Memorandum and Articles of Association effective December 2, 2024.
Outlook, Risks, and Management Commentary
- Business Combination Deadline: The Company must complete its initial business combination by March 7, 2026. This deadline may be extended to June 7, 2026, as described in the Registration Statement.
- Redemption Rights: Public shareholders may redeem their shares if the Company fails to complete a business combination by the deadline or if shareholders vote to amend the charter regarding redemption obligations.
- Trust Account Restrictions: Funds in the trust account generally cannot be released until the completion of a business combination, a redemption event, or for the payment of taxes and dissolution expenses.
- Management Changes: Evan M. Graj, Stephen Markscheid, and Wee Peng Siong were appointed as independent directors effective December 2, 2024. Graj and Markscheid are designated as audit committee financial experts.
- Compensation: Officers and directors will be reimbursed for reasonable out-of-pocket expenses incurred in connection with fulfilling their roles at the closing of the initial business combination.
Investor Verification Checklist
- Verify the exact terms of the extension clause regarding the March 7, 2026, and June 7, 2026, deadlines in the full Registration Statement (Form S-1).
- Confirm the specific transaction expenses deducted from the gross proceeds before the $86,250,000 was placed in the trust account.
- Review the "limited exceptions" noted in the Private Units Subscription Agreement to understand differences between Private Units and public Units.
- Check the status of the underwriter's over-allotment option to ensure the full 1,125,000 additional units were indeed exercised as stated.
- Examine the Amended and Restated Memorandum and Articles of Association (Exhibit 3.1) for specific redemption thresholds and voting requirements.