IPO - Shepherd Ave Capital Acquisition Corp
Form Type: CORRESP
Filing Date: 2024-11-27
Corporate Action: Ipo
Type: New
Accession Number: 000121390024103391
Filing Summary: Shepherd Ave Capital Acquisition Corporation is requesting the acceleration of the effectiveness of its registration statement on Form S-1, as amended, which is filed under File No. 333-280986. The company aims for the registration statement to become effective on December 2, 2024, at 4:00 p.m. Eastern time or as soon thereafter as practicable. The request is made pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933. The letter also indicates that the underwriters will ensure adequate distribution of the preliminary prospectus to dealers expected to participate in the offering, complying with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934.
Document Link: View Document
Additional details:
Registration Statement File No: 333-280986
Request Type: acceleration of effectiveness
Effective Date Request: 2024-12-02 16:00 Eastern time
Underwriter Name: Kingswood Capital Partners LLC
Signatory Name: Val Peters
Signatory Title: Chief Operating Officer
Form Type: CORRESP
Filing Date: 2024-10-03
Corporate Action: Ipo
Type: Update
Accession Number: 000121390024084964
Filing Summary: On October 3, 2024, Shepherd Ave Capital Acquisition Corp submitted a response to comments from the SEC regarding their Registration Statement on Form S-1, filed on July 24, 2024. This response addresses various concerns raised by the SEC, detailing updates to the prospectus and clarifications regarding shareholder redemptions, dilution assumptions, compensation arrangements, conflicts of interest, and additional financing needs. Key revisions included clarifying the maximum redemption thresholds, ensuring compliance with Regulation S-K regarding disclosures about compensation and conflicts of interest, and updating risk factors. The document indicates ongoing adjustments to meet SEC standards and enhance disclosure for prospective investors.
Document Link: View Document
Additional details:
Item Number: 1
Comment Response: Revised disclosure on cover page and pages 14-15, 85-87 of the Amended S-1 regarding maximum redemption threshold.
Item Number: 2
Comment Response: Adjusted dilution presentation to include rights value, with revisions made.
Item Number: 3
Comment Response: Added cross-references for compensation, dilution, and material conflicts of interest.
Item Number: 4
Comment Response: Clarified limitations on redemptions in line with the net tangible asset requirement.
Item Number: 5
Comment Response: Stated potential conflicts of interest clearly on the cover page.
Item Number: 6
Comment Response: Disclosed price per share for Class B ordinary shares paid by the sponsor.
Item Number: 7
Comment Response: Provided disclosure on the voting rights for Class B shares.
Item Number: 8
Comment Response: Clarified anti-dilution provisions for Class B shares.
Item Number: 9
Comment Response: Updated monthly cash compensation arrangements.
Item Number: 10
Comment Response: Provided compensation table for the sponsor and affiliates.
Item Number: 11
Comment Response: Discussed conflicts of interest related to loans and reimbursements.
Item Number: 12
Comment Response: Clarified plans if a de-SPAC transaction is not consummated within the time limit.
Item Number: 13
Comment Response: Detailed expectations for seeking additional financing.
Item Number: 14
Comment Response: Revised risk factor on potential unregistered investment company issues.
Item Number: 15
Comment Response: Addressed impact of stock buyback excise tax on remaining shareholders.
Item Number: 16
Comment Response: Expanded disclosure around assumptions of securities issuance for business combinations.
Item Number: 17
Comment Response: Described fiduciary duties of management concerning other entities.
Item Number: 18
Comment Response: Disclosed circumstances under which the sponsor could cancel securities.
Item Number: 19
Comment Response: Described material terms regarding exclusive forum provisions.
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