PRIVATE UNIT SUBSCRIPTION AGREEMENT BETWEEN THE REGISTRANT AND THE SPONSORPrivate Unit Subscription Agreement • December 6th, 2024 • Aitefund Sponsor LLC • Blank checks
Shepherd Ave Capital Acquisition Corporation (the “Company”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”), pursuant to a registration statement on Form S-1 (File No. 333- [ ]) (“Registration Statement”).
SECURITIES TRANSFER AGREEMENTSecurities Transfer Agreement • December 6th, 2024 • Aitefund Sponsor LLC • Blank checks
This Securities Transfer Agreement is dated as of December 4, 2024 (this “Transfer Agreement”), by and among Aitefund Sponsor LLC, a Delaware limited liability company (the “Seller”), Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), and the parties identified on the signature page hereto (each a “Buyer” and collectively, the “Buyers”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 6th, 2024 • Aitefund Sponsor LLC • Blank checks
The undersigned agree that this Schedule 13D, and any amendments hereto, relating to the Class A ordinary share, par value of US$0.0001 per share, and Class B ordinary share, par value of US$0.0001 per share, of Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company shall be filed on behalf of the undersigned.
SHEPHERD AVE CAPITAL ACQUISITION CORPORATION Wilmington, DE 19801Securities Purchase Agreement • December 6th, 2024 • Aitefund Sponsor LLC • Blank checks • New York
We are pleased to accept the offer you (the “Subscriber”) have made to purchase 1,565,000 Class B ordinary shares (the “Shares”), par value US$0.0001 per share (the “Class B Ordinary Shares”, together with Class A ordinary shares, par value US$0.0001 of the Company, the “Ordinary Shares”) in ourselves, Shepherd Ave Capital Acquisition Corporation, a Cayman Islands exempted company (the “Company”), among which, up to 225,000 Shares are subject to forfeiture by you if the underwriter of the initial public offering (the “IPO”) of the Company does not fully exercise their over-allotment options (the “Over-allotment Option”). The terms on which the Company is willing to sell the Shares to the Subscriber pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and the Company and the Subscriber’s agreement regarding such Shares, are as follows:
