UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 23, 2025
SHEPHERD AVE CAPITAL ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 001-42425 | | N/A |
| (State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
| of incorporation) | | | | Identification Number) |
221 W 9th St #859
Wilmington, DE 19801
(Address of principal executive offices)
302-235-3848
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act.
| Title of each class | | Trading Symbol | | Name of each exchange on which registered |
| Units, consisting of one Class A ordinary share, $0.0001 par value, and one Right to acquire one-fifth of one Class A ordinary share | | SPHAU | | The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share | | SPHA | | The Nasdaq Stock Market LLC |
| Rights, each whole right to acquire one-fifth of one Class A ordinary share | | SPHAR | | The Nasdaq Stock Market LLC |
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On January 23, 2025, Shepherd Ave Capital Acquisition Corporation (the “Company”) announced that holders of the Company’s units may elect to separately trade the Class A ordinary shares and rights included in its units, commencing on or about January 27, 2025.
The Class A ordinary shares and rights will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “SPHA” and “SPHAR”, respectively. Units not separated will continue to trade on Nasdaq under the symbol “SPHAU.”
On January 23, 2025, the Company issued a press release announcing the separation of units. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | Shepherd Ave Capital Acquisition Corporation |
| | |
| | | /s/ William W. Snyder |
| | Name: | William W. Snyder |
| | Title: | Chief Executive Officer |
| | | |
| Date: January 23, 2025 | | |
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