Pershing Square Capital Management Form 3 Pershing Square SPARC / WILLIAM A ACKMAN ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ACKMAN WILLIAM A

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NY

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/29/2023

3. Issuer Name and Ticker or Trading Symbol
Pershing Square SPARC Holdings, Ltd./DE [ NA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	422,533(1)	I	See footnotes(2)(3)(4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward Purchase Shares	(5)(6)	(5)(6)	See footnote 5(5)(6)	250,000(5)(6)	(5)(6)	I	See footnotes(2)(3)(4)
Forward Purchase Shares (Right to buy)	(7)(8)	(7)(8)	See footnote 7(7)(8)	3,250,000(7)(8)	(7)(8)	I	See footnotes(2)(3)(4)
Sponsor Warrants	(9)(10)	(9)(10)	See footnote 9(9)(10)	(9)(10)	(9)(10)	I	See footnotes(2)(3)(4)

1. Name and Address of Reporting Person^*

ACKMAN WILLIAM A

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NY

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Pershing Square Capital Management, L.P.

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PS Management GP, LLC

(Last) (First) (Middle)

787 ELEVENTH AVENUE

9TH FLOOR

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

Explanation of Responses:

1. The 422,533 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), were issued to Sponsor (as defined below) prior to the Issuer's initial public distribution. The aggregate voting power of the 422,533 shares of Common Stock is equal to 100% of the total voting power of the Issuer's Common Stock outstanding immediately following the initial public distribution.

2. In addition to William A. Ackman, a citizen of the United States of America, this Form 3 is being filed jointly by Pershing Square Capital Management, L.P., a Delaware limited partnership ("Pershing Square"), and PS Management GP, LLC, a Delaware limited liability company ("PS Management" and collectively, the "Reporting Persons"), each of whom has the same business address as Pershing Square and may be deemed to have a pecuniary interest in securities reported on this Form 3 (the "Subject Securities").

3. Pershing Square advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PS"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PS International"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PS and PS International, the "Pershing Square Funds"). The Pershing Square Funds are the members of Pershing Square SPARC Sponsor, LLC, a Delaware limited liability company ("Sponsor"). Pershing Square is the non-member manager of the Sponsor. Pershing Square also advises PS SPARC I Master, L.P. ("SPARC Master LP").

4. Pershing Square, as the investment adviser to the Pershing Square Funds and SPARC Master LP, may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. As the general partner of Pershing Square, PS Management may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). By virtue of William A. Ackman's position as Chief Executive Officer of Pershing Square and as the managing member of PS Management, William A. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.

5. Reflects securities acquirable by the Pershing Square Funds in connection with that certain committed forward purchase agreement ("Committed Forward Purchase Agreement"), dated September 29, 2023, between the Issuer and the Pershing Square Funds. Pursuant to the Committed Forward Purchase Agreement, the Pershing Square Funds are obligated to purchase, in one or more private placements to occur simultaneously with the closing of the Issuer's business combination, at least $250,000,000 and up to $1,000,000,000 of common shares of the surviving entity of the Issuer's business combination based upon the final exercise price (the "Final Exercise Price") of the Issuer's subscription warrants, referred to as SPARs, which will be publicly announced in connection with the business combination and which will be at least $10.00.

6. (Continued from Footnote 5) For purposes of this Form 3, the Reporting Persons have assumed a Final Exercise Price equal to $10.00 and therefore the Pershing Square Funds will be obligated to purchase 250,000 forward purchase shares ("Forward Purchase Shares") of the Issuer, at a price of $10.00 per Forward Purchase Share. The obligation of the Pershing Square Funds to purchase the Forward Purchase Shares may be allocated among the Pershing Square Funds from time to time. The Forward Purchase Shares will generally not be transferable, assignable or salable until 180 days after the consummation of the Issuer's business combination.

7. Reflects securities acquirable by SPARC Master LP in connection with that certain additional forward purchase agreement ("Additional Forward Purchase Agreement"), dated September 29, 2023, between the Issuer and SPARC Master LP. Pursuant to the Additional Forward Purchase Agreement, SPARC Master LP has the right, but not the obligation, to purchase, in one or two tranches, a number of common shares of the surviving entity of the Issuer's business combination up to an amount equal to $3,500,000,000 less the amount obligated to be purchased by the Pershing Square Funds pursuant to the Committed Forward Purchase Agreement.

8. (Continued from Footnote 7) For purposes of this Form 3, the Reporting Persons have assumed a Final Exercise Price equal to $10.00 and therefore the SPARC Master LP will have the right, but not the obligation, to purchase up to 3,250,000 additional forward purchase shares ("Additional Forward Purchase Shares") of the Issuer, at a price of $10.00 per Additional Forward Purchase Share. SPARC Master LP's right to purchase the Additional Forward Purchase Shares may be transferred, in whole or in part, to any entity that is managed by Pershing Square, but not to third parties. The Additional Forward Purchase Shares will generally not be transferable, assignable or salable until 180 days after the consummation of the Issuer's business combination.

9. Prior to the Issuer's initial public distribution, Sponsor purchased, in a private placement, an aggregate of $35,892,480 of sponsor warrants ("Sponsor Warrants"), which will be exercisable, in the aggregate, for an amount of shares up to 4.95% of the outstanding shares (on a fully diluted basis) of the post-combination company, at a per share exercise price equal to 120% of the Final Exercise Price. The actual percentage of shares on a fully diluted basis into which the Sponsor Warrants are exercisable will be depend on and be decreased ratably in the event that (1) the aggregate funds raised at the closing of the business combination from the exercise of the SPARs and the amount purchased by SPARC Master LP pursuant to the Additional Forward Purchase Agreement, if any, is less than (2) the amount of funds that would have been raised if 100% of the issued SPARs had been exercised at the closing of the business combination.

10. (Continued from Footnote 9) The Sponsor Warrants will generally not be transferable, assignable or salable until three years after the consummation of the Issuer's business combination, and expire 10 years after the date of the Issuer's business combination.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney

	/s/ Steve Milankov, attorney-in-fact for William A. Ackman	09/29/2023
	PERSHING SQUARE CAPITAL MANAGEMENT, L.P., By: PS Management GP, LLC, its General Partner, By: /s/ Steve Milankov, attorney-in-fact for William A. Ackman, Managing Member	09/29/2023
	PS MANAGEMENT GP, LLC, By: /s/ Steve Milankov, attorney-in-fact for William A. Ackman, Managing Member	09/29/2023
	** Signature of Reporting Person	Date
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