February 2, 2023
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
Office of Real Estate & Construction
100 F Street, NE
Washington, D.C. 20549
Re: Pershing Square SPARC Holdings, Ltd./DE
Amendment No. 5 to the Registration Statement on Form S-1/A
File No. 333-261376
Ladies and Gentlemen:
On behalf of Pershing Square SPARC Holdings, Ltd., a Delaware corporation (the “Company”), we are hereby transmitting this letter in connection with the filing with the Securities and Exchange Commission of the Company’s Amended Registration Statement on Form S-1 (“Amendment No. 5,” and the registration statement, as amended from time to time, the “Registration Statement”). The Company is filing Amendment No. 5 to delete information erroneously included in the Company’s Amendment No. 4 to the Registration Statement, filed on February 1, 2023. This letter is being submitted together with Amendment No. 5.
Please do not hesitate to contact Stephen Fraidin at (212) 504-6600 or Gregory P. Patti, Jr. at (212) 504-6780 with any questions you may have regarding this filing or if you wish to discuss the above.
Sincerely,
Stephen Fraidin
Gregory P. Patti, Jr.
Via-E-mail:
| cc: | William A. Ackman, Chairman, Chief Executive Officer, and Director of Pershing Square SPARC Holdings, Ltd./DE |
Michael Gonnella, Chief Financial Officer of Pershing Square SPARC Holdings, Ltd./DE |
Steve Milankov, Corporate Secretary of Pershing Square SPARC Holdings, Ltd./DE |