SecProbe.io

September 23, 2024
William W. Snyder
Chief Executive Officer and Chairman
Shepherd Ave Capital Acquisition Corp
221 W 9th St, #859
Wilmington, DE 19801
Re:Shepherd Ave Capital Acquisition Corp
Registration Statement on Form S-1
Filed July 24, 2024
File No. 333-280986
Dear William W. Snyder:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Form S-1 filed July 24, 2024
Cover Page
1.We refer you to your tabular presentation of dilution at quartile intervals on the outside
cover page and on page 12. Such tabular presentation appears to assume your maximum
redemption threshold is the entire amount of shares to be sold to public shareholders as
part of this offering. We further note your disclosure throughout your filing that you will
not redeem your public shares in an amount that would cause your net tangible assets to
be less than $5,000,001. Please tell us how you considered this redemption restriction in
your determination of your maximum redemption threshold for your dilution presentation.
Please refer to Item 1602 of Regulation S-K.

2.We note the offering price included in your dilution presentation is adjusted to $8.75 to
include the value of the rights. Please revise your presentation to include disclosure
that clearly explains the assumptions used to arrive at this adjusted offering price.

September 23, 2024
Page 2
3.Please provide a cross-reference to all the sections in the prospectus for disclosures
related to each of compensation, dilution, and material conflicts of interest, as required by
Item 1602(a)(3), (4), and (5) of Regulation S-K.
4.Please state whether the redemptions will be subject to any limitations, such as the
$5,000,001 net tangible asset requirement and for shareholders holding more than 15% of
the shares sold in the offering. See Item 1602(a)(2) of Regulation S-K.  We note your
disclosure on page 9 and elsewhere in the prospectus.
5.Please state clearly on the cover page whether there may be actual or potential material
conflicts of interest between the SPAC sponsor, its affiliates, or promoters; and purchasers
in the offering. See Item 1602(a)(5) of Regulation S-K.
6.Please disclose the price per share for the Class B ordinary shares paid by the sponsor on
the cover page. See Regulation S-K Item 1602(a)(3).
7.We note the disclosure on page 121 regarding how the voting rights of the Class B shares
differ from the Class A ordinary shares.  Please provide disclosure regarding these Class
B voting rights on the cover page.
8.We note your reference to "certain anti-dilution exceptions" on page 48. To the extent the
Class B shares are subject to anti-dilution provisions, revise the cover page to state
whether the anti-dilution provisions may result in a material dilution of the purchasers’
equity interests. See Item 1602(a)(3) of Regulation S-K. Also revise the description of the
Class B securities in Description of Securities beginning on page 118 or clarify the
reference in the risk factor on page 48, as applicable.
9.Disclose on the cover page, in the table in the summary on page 6, and in the table on
page 87, the monthly cash compensation arrangements described on pages 106 and 107.
See Regulation S-K Items 1602(a)(3), 1602(b)(6), and 1603(a)(6).
Summary, page 1
10.Please provide the compensation table required by Item 1602(b)(6) of Regulation S-
K setting forth the payments to be received by your sponsor and affiliates and the
securities issued and to be issued to your sponsor.  We note, as examples, references on
pages 18 and 19 to repayment of loans and expenses.  We also note your disclosure on
page 118 that if you increase or decrease the size of this offering, you will effect a share
capitalization or a compulsory redemption or redemption or other appropriate mechanism,
as applicable. Please disclose the antidilution adjustment of the insider shares, the
payment of consulting, management or other fees that may be received by directors or
members of your management team as disclosed on page 107, and the possibility that
working capital loans may be converted into private placement units as noted on pages 17
and 83. Lastly, describe the extent to which these items of compensation and/or securities
issuances may result in a material dilution of the purchasers’ equity interests.
Under Conflicts of Interest, please disclose the conflicts of interest relating to repayment
of loans and reimbursements of expenses in the event you do not complete a deSPAC
transaction. Disclose the potential conflicts of interest arising from the ability to pursue a
business combination with a company that is affiliated with the Sponsor or members of
your management team. Address whether you have waived the corporate opportunity
doctrine. See Item 1602(b)(7) of Regulation S-K. Please also revise the section beginning 11.

September 23, 2024
Page 3
on page 109 to address these conflicts.
12.We note your disclosure on page 9 that you may extend such period pursuant to your
amended and restated memorandum and articles of association to consummate a business
combination.  Please disclose clearly your plans if you do not consummate a de-SPAC
transaction within 18 months, including whether you expect to extend the time period and
whether there are any limitations on the number of extensions, including the number of
times. Also disclose the consequences to the sponsor of not completing an extension of
this time period. See Item 1602(b)(4) of Regulation S-K.
13.We note your disclosure on page 10 that you may be required to seek additional financing.
Please provide disclosure regarding your plans or expectations to seek additional
financing including any plans you have discussed internally about seeking financing. We
note, for example, on page 60 you disclose that you may issue shares to investors in
private placement transactions. Please describe how additional financings may impact
unaffiliated security holders. See Item 1602(b)(5) of Regulation S-K.
Risk Factors
If we are deemed to be an investment company, page 49
14.Please disclose that if you are found to be operating as an unregistered investment
company, in addition to winding down your operations, you may be required to change
your operations or register as an investment company under the Investment Company Act.
Also, update your disclosure to reflect the effectiveness of the 2024 rules.
The excise tax included in the Inflation Reduction Act of 2022, page 54
15.Please disclose the risk that if the existing investors elect to redeem their shares such that
their redemptions would subject the company to the stock buyback excise tax, the
remaining shareholders that did not elect to redeem may economically bear the impact of
the excise tax.
Dilution, page 76
16.Your disclosure appears to reflect an assumption that no additional securities will be
issued in connection with the conversion of any working capital loans into working
capital units or in connection with additional financing sought to facilitate an initial
business combination. If true, please expand your disclosure to address these assumptions
and highlight that you may need to issue additional securities as you intend to seek an
initial business combination with a target company with an enterprise value greater than
the net proceeds of the offering and the sale of private placement warrants, as stated on
page 10 of your prospectus.
Management, page 102
We note your disclosure that your management has pre-existing fiduciary duties and
contractual obligations and may have conflicts of interest in determining to which entity a
particular business opportunity should be presented.  We also note the list of entities to
which your executive officers, directors and director nominees currently have fiduciary
duties or contractual obligations on page 111. Briefly describe the fiduciary duties of each
of your officers and directors to other companies to which they have fiduciary duties.  See 17.

September 23, 2024
Page 4
Item 1603(c) of Regulation S-K.
Certain Transactions, page 115
18.Please disclose any circumstances under which the sponsor could surrender or
cancel securities, such as in connection with a PIPE financing or earnout provision in a
de-SPAC. See Item 1603(a)(6) of Regulation S-K.
Description of Securities , page 118
19.We note section 52 of your Amended and Restated Memorandum and Articles of
Association appears to provide for exclusive forum in certain circumstances. We also note
that section 7.3 of the Rights Agreement also provides for exclusive forum. Please
describe the material terms of these provisions.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Kellie Kim at 202-551-3129 or Isaac Esquivel at 202-551-3395 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Arila E. Zhou, Esq.