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.
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 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
 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

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
 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.