Correspondence 0001213900-24-103391 from Shepherd Ave Capital Acquisition Corp (SPHA, SPHAU) (CIK 0002030829) (PGAC)
Shepherd Ave Capital Acquisition Corp (SPHA, SPHAU) (CIK 0002030829)
Date: Nov. 27, 2024 · CIK: 0002030829 · Accession: 0001213900-24-103391
AI Filing Summary & Sentiment
File numbers found in text: 333-280986
Letter
VIA EDGAR Division of Corporation Finance Office of Real Estate and Construction RE: Shepherd Ave Capital Acquisition Corporation (the “Company”) Registration Statement on Form S-1, as amended File No. 333-280986 (the “Registration Statement”) Request for Acceleration of Effectiveness
Dear Mr. Regan:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other underwriters, hereby join in the request of Shepherd Ave Capital Acquisition Corporation that the effective date of the above-referenced registration statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern time on December 2, 2024, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Robinson & Cole LLP, request by telephone that such Registration Statement be declared effective.
Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
Each of the undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours,
Kingswood Capital Partners LLC
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CORRESP
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filename1.htm
November 27, 2024
VIA EDGAR
Ruairi Regan
Division of Corporation Finance
Office of Real Estate and Construction
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
RE:
Shepherd Ave Capital Acquisition Corporation (the “Company”)
Registration Statement on Form S-1, as amended
File No. 333-280986 (the “Registration Statement”)
Request for Acceleration of Effectiveness
Dear Mr. Regan:
Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other underwriters,
hereby join in the request of Shepherd Ave Capital Acquisition Corporation that the effective date of the above-referenced registration
statement be accelerated so as to permit it to become effective at 4:00 p.m. Eastern time on December 2, 2024, or as soon thereafter as
practicable, or at such other time as the Company or its outside counsel, Robinson & Cole LLP, request by telephone that such Registration
Statement be declared effective.
Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended, please be advised that there will
be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the security, as many
copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
Each of the undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
[Signature page follows]
Very truly yours,
Kingswood Capital Partners LLC
By:
/s/ Val Peters
Name:
Val Peters
Title:
Chief Operating Officer