SecProbe.io

May 5, 2026
William W. Snyder
Chief Executive Officer
Pantages Capital Acquisition Corporation
221 W 9th St, #859
Wilmington, Delaware 19801
Re: Pantages Capital Acquisition Corporation
Form 10-K for the Fiscal Year ended December 31, 2025
Filed March 9, 2026
File No. 001-42425
Dear William W. Snyder:
            We have completed our review of your filing. 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.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

PANTAGES CAPITAL ACQUISITION CORPORATION

April 29, 2026

VIA EMAIL

Division of Corporation Finance

Office of Energy & Transportation

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

    Re:

    Pantages Capital Acquisition Corporation

    Form 10-K for the Fiscal Year ended December 31, 2025

    Filed March 9, 2026

    File No. 001-42425

Ladies and Gentlemen:

This letter is in response
to the letter dated April 24, 2026 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to Pantages Capital Acquisition Corporation (the “Company,” “we,” and “our”). For ease of
reference, we have recited the Commission’s comments in this response and numbered them accordingly.

Form 10-K for the Fiscal Year ended December 31, 2025

Exhibits 31.1 and 31.2, page 1

    1.
    The officer certifications at Exhibits 31.1 and 31.2 omit the language concerning internal control over financial reporting that is prescribed by Item 601(b)(31) of Regulation S-K for the introductory portion of paragraph 4 and paragraph 4(b). Please amend the Form 10-K to include certifications having all of the required language about internal control over financial reporting. You may elect to limit content within the amendment under these circumstances to the cover page, an explanatory note, signature page, and certifications as outlined in CFI 246.13 (f/k/a C&DI 246.13). You may view CFI 246.13 at the following website address: https://www.sec.gov/rules-regulations/staff-guidance/corporation-finance-interpretations/regulation-s-k

Response: We
respectfully advise the Staff that we have amended the Form 10-K for the fiscal year ended December 31, 2025 to include revised certifications
as required, which is being filed to accompany this letter.

We appreciate the assistance
the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Arila Zhou, Esq., of
Robinson & Cole LLP, at (212) 451-2908.

[Signature Page Follows]

    Very truly yours,

    By:
    /s/ William W. Snyder

    William W. Snyder

    Chief Executive Officer

    cc:
    Arila Zhou, Esq.

Robinson & Cole LLP

April 24, 2026
William W. Snyder
Chief Executive Officer
Pantages Capital Acquisition Corporation
221 W 9th St, #859
Wilmington, Delaware 19801
Re: Pantages Capital Acquisition Corporation
Form 10-K for the Fiscal Year ended December 31, 2025
Filed March 9, 2026
File No. 001-42425
Dear William W. Snyder:
            We have reviewed your filing and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2025
Exhibits 31.1 and 31.2, page 1
1. The officer certifications at Exhibits 31.1 and 31.2 omit the language concerning internal
control over financial reporting that is prescribed by Item 601(b)(31) of Regulation S-K
for the introductory portion of paragraph 4 and paragraph 4(b).

Please amend the Form 10-K to include certifications having all of the required language
about internal control over financial reporting. You may elect to limit content within the
amendment under these circumstances to the cover page, an explanatory note, signature
page, and certifications as outlined in CFI 246.13 (f/k/a C&DI 246.13).

You may view CFI 246.13 at the following website address:  https://www.sec.gov/rules-
regulations/staff-guidance/corporation-finance-interpretations/regulation-s-k

            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

April 24, 2026
Page 2
action by the staff.
            Please contact Yolanda Guobadia at 202-551-3562 or Jenifer Gallagher at 202-551-3706
if you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

SHEPHERD AVE CAPITAL ACQUISITION CORPORATION

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

    Registration Statement on Form S-1, as amended (File No. 333-280986)

    Request for Acceleration of Effectiveness

Dear Mr. Regan:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Shepherd Ave Capital Acquisition Corporation hereby
requests that the effectiveness of the above-referenced Registration Statement on Form S-1, as amended be accelerated to, and that
the Registration Statement becomes effective at 4:00 p.m., Eastern Time, on December 2, 2024, or as soon thereafter as practicable.

    Very truly yours,

    By:
    /s/ William W. Snyder

    William W. Snyder

    Chief Executive Officer

    CC:
    Arila E. Zhou, Esq.

    Robinson & Cole LLP

CORRESP
1
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

CORRESP
1
filename1.htm

Shepherd Ave Capital Acquisition Corp

November 15, 2024

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

Attention: Ruairi Regan

100 F Street, N.E.

Washington, DC 20549

    Re:

    Shepherd Ave Capital Acquisition Corp

    Amendment No. 2 to

    Registration Statement on Form S-1

    Filed October 30, 2024

    File No. 333-280986

Dear Mr. Ruairi Regan:

We hereby provide a response to the comments issued
in a letter dated November 7, 2024, (the “Letter”) regarding the Company’s Amendment No. 2 to Registration Statement
on Form S-1 (File Number 333-280986, the “Registration Statement”). Contemporaneously, we are filing Amendment No. 3 to the
Registration Statement via Edgar (the “Amended S-1”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Amended S-1, we have responded to the comments set forth in the Staff’s Letter on a point-by-point
basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s
Letter.

Amendment No. 2 to Form S-1 filed October 30, 2024

Cover Page

    1.
    We note your disclosure that after the offering, you intend to continue paying monthly cash compensation to your CEO and CFO pursuant to offer letters dated June 14, 2024 and June 6, 2024, respectively, through the net proceeds of this offering that will not be held in the Trust Account. Please clarify where this compensation is included in your table on page 82 that shows the use net proceeds not held in the trust account. Additionally, it appears the letter with your CFO, Ms. Peng, is dated June 6, 2024, however, you disclose an offer letter with Ms. Peng dated May 25, 2024 on pages 9, 104 and 125. Please revise your disclosure to reconcile these discrepancies.

Response: In response to the Staff’s Comment,
we have revised the disclosure on pages 10, 83-84, 106 and 129 of the Amended S-1.

Summary, page 1

    2.
    Please address the last sentence of prior comment 5. Describe the extent to which these items of compensation and/or securities issuances including from the antidilution adjustment of the insider shares may result in a material dilution of the purchasers’ equity interests.

Response: In response to the Staff’s Comment, we have revised the disclosure on pages 5-7, 10, 102-104, 106-107, 125-127, and 129-130 of the
Amended S-1.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel Arila E. Zhou, Esq., of Robinson & Cole LLP,
at (212) 451-2908.

    Very truly yours,

    By:
    /s/ William S. Snyder

    William W. Snyder, CEO

    cc:
    Arila E. Zhou, Esq.

Robinson & Cole LLP

November 7, 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
Amendment No. 2 to
Registration Statement on Form S-1
Filed October 30, 2024
File No. 333-280986
Dear William W. Snyder:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our October 23, 2024 letter.
Amendment No. 2 to Form S-1 filed October 30, 2024
Cover Page
1.We note your disclosure that after the offering, you intend to continue paying monthly
cash compensation to your CEO and CFO pursuant to offer letters dated June 14,
2024 and June 6, 2024, respectively, through the net proceeds of this offering that will
not be held in the Trust Account. Please clarify where this compensation is included
in your table on page 82 that shows the use net proceeds not held in the trust account.
Additionally, it appears the letter with your CFO, Ms. Peng, is dated June 6, 2024,
however, you disclose an offer letter with Ms. Peng dated May 25, 2024 on pages 9,
104 and 125. Please revise your disclosure to reconcile these discrepancies.

November 7, 2024
Page 2
Summary, page 1
2.Please address the last sentence of prior comment 5. Describe the extent to which
these items of compensation and/or securities issuances including from the
antidilution adjustment of the insider shares may result in a material dilution of the
purchasers’ equity interests.
            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.

CORRESP
1
filename1.htm

Shepherd Ave Capital Acquisition Corp

October 30, 2024

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

Attention: Ruairi Regan

100 F Street, N.E.

Washington, DC 20549

    Re:

    Shepherd Ave Capital Acquisition Corp

    Amendment No. 1 to

    Registration Statement on Form S-1

    Filed October 3, 2024

    File No. 333-280986

Dear Mr. Ruairi Regan:

We hereby provide a response to the comments issued
in a letter dated October 3, 2024, (the “Letter”) regarding the Company’s Amendment No. 1 to Registration Statement
on Form S-1 (File Number 333-280986, the “Registration Statement”). Contemporaneously, we are filing Amendment No. 2 to the
Registration Statement via Edgar (the “Amended S-1”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Amended S-1, we have responded to the comments set forth in the Staff’s Letter on a point-by-point
basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s
Letter.

Amendment No. 1 to Form S-1 filed October 3, 2024

Cover Page

    1.
    We note your revised disclosure in response to prior comment 1. Please further revise your dilution table, here and on pages 15 and 85, to present dilution at quartile intervals based on percentages of your maximum redemption threshold. Refer to Item1602(a)(4) of Regulation S-K.

Response: In response to the Staff’s Comment,
we have revised the disclosure on the Cover Page and pages 15-17, 89-91 of the Amended S-1.

October 30, 2024

Page 2

    2.
    Please tell us why you are presenting possible sources of dilution as the lead-in to your tabular presentation rather than providing effect to material probable or consummated transactions as prescribed in Rule 1602(a)(4) of Regulation S-K. This comment also applies to your presentations on pages 14 and 85.

Response: In response to the Staff’s Comment,
we revised the disclosure on the Cover Page and page 14-15, 85-87 of the Amended S-1 to clarify the wording of the lead-in disclosure.

    3.
    Refer to prior comment 3. Please also provide cross references on the cover page to the sponsor compensation disclosure in the summary on page 5 and the conflicts of interest disclosure on page 31.

Response: In response to the Staff’s Comment,
we have expanded the cross-reference on the Cover Page of the Amended S-1, in particular with the paragraph starting with “However,
other than the foregoing…”.

    4.
    We note your response to prior comment 6; however, we do not see revised disclosure in response to that comment. 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). For clarity, please separately disclose the price paid for each issuance of securities to the sponsor, its affiliates, and promoters.

Response: In response to the Staff’s Comment,
we respectfully direct to our previous revision to the paragraph starting with “Because of the nominal consideration of $22,724
in aggregate…” on the Cover Page. To align with this disclosure, we have also revised the disclosure to the paragraph
starting with “Our insiders collectively own 2,156,250 Class B ordinary shares…” on the Cover Page of the Amended
S-1 to give additional context of the consideration price.

Summary, page 1

    5.

    Please refer to prior comment 10. We note your disclosure 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 121, the monthly compensation

    payments to be made to your Chief Executive Officer and Chief Financial
    Officer and the amount of Class B securities issued to them. 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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on pages 8-9 of the Amended S-1 and have also made conforming revisions to the Cover Page and pages 21,
103-104, 124-125, 140, 145 of the Amended S-1.

    6.
    Please expand your disclosure in response to prior comment 12 to address additional consequences to the sponsor and its affiliates of not completing an extension including the effect on repayment of any outstanding working capital loans, out of pocket expenses and amounts due as compensation to the officers of the company.

Response: In response to the Staff’s Comment,
we have revised the disclosure on page 12 of the Amended S-1, and have made conforming revisions to pages 33, 114, 130-132 of the Amended
S-1.

October 30, 2024

Page 3

Conflicts of Interest, page 31

    7.

    We note your revised disclosure in response to prior comment 11
    and reissue that comment in part. We note that your sponsor, officers and directors, may receive certain reimbursement or repayment of
    loans that may be dependent on the closing of our initial business combination. Please describe clearly the conflict of interest regarding
    such out of pocket expenses or loans, including, if true, that your sponsor, officers and directors may not receive repayment of such
    amounts in the event that

    that a business combination does not proceed and could lose such
    amounts, and therefore have an interest in ensuring that a business combination does proceed to ensure repayment. 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. Please also revise the section beginning on page 123 to address these conflicts.

Response: In response to the Staff’s Comment,
we have revised the disclosure on pages 34-35, 130-132 of the Amended S-1.

Dilution, page 83

    8.
    We reissue prior comment 16 in part. Please 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.

Response: In response to the Staff’s Comment, we respectfully advise the Staff that we do not have specific requirement of the enterprise
value of a business combination opportunity except that fair market value of a target business or businesses shall be at least equal to
80% of the balance in the Trust Account, subject to certain exclusion, at the time of the execution of a definitive agreement for such
business combination. With that said, we may 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 the private units. Therefore, we have revised the disclosure on pages 90-91 of the
Amended S-1, and have made conforming revisions pages 42, 95 of the Amended S-1.

Conflicts of Interest, page 123

    9.
    Refer to prior comment 17. We note your revised disclosure that if any of your officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity and that you renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer. Given this disclosure, please explain the basis for your conclusions that you not believe that waiver of the corporate opportunities doctrine will create any conflicts of interest, affect your search for an acquisition target, or materially affect your ability to complete a business combination, and that you do not believe that the fiduciary duties or contractual obligations of your officers or directors will materially affect your ability to complete your initial business combination.

Response: In response to the Staff’s Comment,
we have revised the disclosure on pages 130-132 of the Amended S-1, and have made conforming revisions to pages 34-35, 48-50, 100, 105-106,
108, 121 of the Amended S-1.

October 30, 2024

Page 4

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel Arila E. Zhou, Esq., of Robinson & Cole LLP,
at (212) 451-2908.

    Very truly yours,

    By:
    /s/ William W. Snyder

    William W. Snyder, CEO

    cc:
    Arila E. Zhou, Esq.

Robinson & Cole LLP

October 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
Amendment No. 1 to
Registration Statement on Form S-1
Filed October 3, 2024
File No. 333-280986
Dear William W. Snyder:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our September 23, 2024
letter.
Amendment No. 1 to Form S-1 filed October 3, 2024
Cover page
1.We note your revised disclosure in response to prior comment 1. Please further revise
your dilution table, here and on pages 15 and 85, to present dilution at quartile
intervals based on percentages of your maximum redemption threshold. Refer to Item
1602(a)(4) of Regulation S-K.
2.Please tell us why you are presenting possible sources of dilution as the lead-in to
your tabular presentation rather than providing effect to material probable or
consummated transactions as prescribed in Rule 1602(a)(4) of Regulation S-K. This
comment also applies to your presentations on pages 14 and 85.

October 23, 2024
Page 2
3.Refer to prior comment 3. Please also provide cross references on the cover page to
the sponsor compensation disclosure in the summary on page 5 and the conflicts of
interest disclosure on page 31.
4.We note your response to prior comment 6; however, we do not see revised disclosure
in response to that comment. 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).  For clarity, please separately disclose the price paid for each issuance of
securities to the sponsor, its affiliates, and promoters.
Summary, page 1
5.Please refer to prior comment 10. We note your disclosure 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 121, the monthly compensation
payments to be made to your Chief Executive Officer and Chief Financial Officer and
the amount of Class B securities issued to them. 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.
6.Please expand your disclosure in response to prior comment 12 to address
additional consequences to the sponsor and its affiliates of not completing an
extension including the effect on repayment of any outstanding working capital loans,
out of pocket expenses and amounts due as compensation to the officers of the
company.
Conflicts of interest, page 31
7.We note your revised disclosure in response to prior comment 11 and reissue that
comment in part. We note that your sponsor, officers and directors, may receive
certain reimbursement or repayment of loans that may be dependent on the closing of
our initial business combination. Please describe clearly the conflict of interest
regarding such out of pocket expenses or loans, including, if true, that your sponsor,
officers and directors may not receive repayment of such amounts in the event that
that a business combination does not proceed and could lose such amounts, and
therefore have an interest in ensuring that a business combination does proceed to
ensure repayment. 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. Please also revise the section beginning on page
123 to address these conflicts.
Dilution, page 83
8.We reissue prior comment 16 in part. Please 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.

October 23, 2024
Page 3
Conflicts of Interest, page 123
9.Refer to prior comment 17. We note your revised disclosure that if any of your
officers or directors becomes aware of a business combination opportunity which is
suitable for an entity to which he or she has then-current fiduciary or contractual
obligations, he or she will honor his or her fiduciary or contractual obligations to
present such business combination opportunity to such entity and that you renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any
potential transaction or matter which may be a corporate opportunity for any director
or officer. Given this disclosure, please explain the basis for your conclusions that you
not believe that waiver of the corporate opportunities doctrine will create any conflicts
of interest, affect your search for an acquisition target, or materially affect your ability
to complete a business combination, and that you do not believe that the fiduciary
duties or contractual obligations of your officers or directors will materially affect
your ability to complete your initial business combination.
            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.

CORRESP
1
filename1.htm

Shepherd Ave Capital Acquisition Corp

October 3, 2024

Division of Corporation Finance

Office of Real Estate & Construction

U.S. Securities & Exchange Commission

Attention: Ruairi Regan

100 F Street, N.E.

Washington, DC 20549

 Re: Shepherd Ave Capital Acquisition Corp

Registration Statement on Form S-1

Filed July 24, 2024

File No. 333-280986

Dear Mr. Ruairi Regan:

We hereby provide a response to the comments issued
in a letter dated September 23, 2024, (the “Letter”) regarding the Company’s Registration Statement on Form S-1 (File
Number 333-280986, the “Registration Statement”). Contemporaneously, we are filing Amendment No. 1 to the Registration Statement
via Edgar (the “Amended S-1”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Amended S-1, we have responded to the comments set forth in the Staff’s Letter on a point-by-point
basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s
Letter.

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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on the Cover Page and pages 14-15, 85-87 of the Amended S-1.

October 3, 2024

Page 2

 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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on the Cover Page and page 14-15, 85-87 of the Amended S-1.

 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.

Response: In response to the Staff’s Comment,
we have revised the disclosure throughout the Cover Page of the Amended S-1.

 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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on the Cover Page of the Amended S-1.

 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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on the Cover Page of the Amended S-1.

 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).

Response: In response to the Staff’s Comment,
we have revised the disclosure on the Cover Page of the Amended S-1.

 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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on the Cover Page of the Amended S-1.

 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.

Response: In response to the Staff’s Comment,
we respectfully advise the Staff that there is no anti-dilution adjustment rights for the holders of the Class B ordinary shares, and
we have therefore removed the reference on page 48 of the Amended S-1.

October 3, 2024

Page 3

 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).

Response: In response to the Staff’s Comment,
we have revised the Cover Page of the Amended S-1.

Summary, page 1

 10. Please provide the compensation table required by Item 1602(b)(6) of Regulation SK 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.

Response:
In response to the Staff’s Comment, (i) with regard to sponsor-related disclosure, we have revised the relevant table and accompanying
disclosure on pages 7-8 of the Amended S-1; (ii) with regard to management-related disclosure, we have revised the disclosure on page
4 of the Amended S-1; (iii) with regard to dilution-related disclosure, we have revised page 8 of the Amend S-1. Consistent with the revised
disclosure, we have made conforming revisions to the disclosure throughout the Amended S-1, including the Cover Page and on pages14-15,
85-87, 96-100, 116-120 of the Amended S-1.

 11. 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 de-SPAC 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 on page 109
to address these conflicts.

Response: In response to the Staff’s Comment,
we have revised the disclosure on page 31-32 and 123-126 of the Amended S-1.

October 3, 2024

Page 4

 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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on page 11-12 of the Amended S-1.

 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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on pages 12-13 of the Amended S-1 and made confirming revisions on the Cover Page, pages 39, 53, 86-87
and 99 of the Amended S-1.

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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on pages 54-56 of the Amended S-1.

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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on page 59-60 of the Amended S-1.

Dilution, page 76

October 3, 2024

Page 5

 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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on page 86-87 of the Amended S-1 and made conforming revisions on the Cover Page, pages 39, 53 and 99 of
the Amended S-1.

Management, page 102

 17. 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
Item 1603(c) of Regulation S-K.

Response: In response to the Staff’s Comment,
we have revised the disclosure on page 123-126 of the Amended S-1.

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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on page 132 of the Amended S-1.

October 3, 2024

Page 6

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.

Response: In response to the Staff’s Comment,
we have revised the disclosure on page 69-70, 140 of the Amended S-1.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel Arila E. Zhou, Esq., of Robinson & Cole LLP,
at (212) 451-2908.

  Very truly yours,

  By:
  /s/ William W. Snyder

  William W. Snyder, CEO

cc: Arila E. Zhou, Esq.

Robinson & Cole LLP

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.