United States securities and exchange commission logo
November 15, 2022
William A. Ackman
Chief Executive Officer
Pershing Square SPARC Holdings, Ltd./DE
787 Eleventh Avenue, 9th Floor
New York, New York 10019
Re: Pershing Square
SPARC Holdings, Ltd./DE
Amendment No. 3 to
Registration Statement on Form S-1
Filed October 28,
2022
File No. 333-261376
Dear William A. Ackman:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our
September 30, 2022 letter.
Amended Registration Statement on Form S-1 filed October 28, 2022
General
1. We note your response
to prior comment 11 regarding the registration of the offering
under state law and ask
that appropriate disclosure regarding these issues be included in
the prospectus. In
addition, please tell us how you intend to advise potential investors of
any approvals from
state regulators obtained between the time the Form S-1 is declared
effective and the
Search Period and Disclosure Period.
2. Please note that the
Division of Investment Management is continuing to review the
response to comment 6
of our letter dated July 15, 2022 and may have further comment.
William A. Ackman
FirstName LastNameWilliam A. Ackman
Pershing Square SPARC Holdings, Ltd./DE
Comapany 15,
November NamePershing
2022 Square SPARC Holdings, Ltd./DE
November
Page 2 15, 2022 Page 2
FirstName LastName
Why are the SPARS Non-Transferable Before the SPAR Holder Election Period?,
page 11
3. We note your response to prior comment 4. Please reconcile your
response with the
statement on page 11 that you "...expect that, if an orderly trading
market develops, the
trading price of the SPARS would largely reflect market expectations
regarding the value
of the post-combination company--specifically, the value of each
Public Share in excess
of the Final Exercise Price."
Sponsor Warrants and Director Warrants, page 37
4. We note your responsive disclosure to prior comment 6. Please provide
details on how
the Sponsor determined the repurchase price.
Capitalization, page 103
5. We note your response to our comment 7 and your revisions to your
filing. Our
understanding is that your capitalization table includes proceeds from
the exercise of the
SPARs and from the Committed Forward Purchase. Based on your
disclosure throughout
your filing, it appears that any proceeds from the exercise of the
SPARs and from the
Committed Forward Purchase will not be collected until after you enter
into a Definitive
Agreement, you may never enter into a Definitive Agreement with
respect to a business
combination, there is no guarantee that any SPARs will be exercised,
and there is no
guarantee that the Committed Forward Purchase will be consummated. In
light of the
foregoing, it does not appear that it is probable that you will
receive the proceeds you have
reflected in your capitalization table. Please revise your
capitalization table to remove the
scenarios that reflect the proceeds from the exercise of the SPARs and
from the
Committed Forward Purchase.
You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at
202-551-3295
if you have questions regarding comments on the financial statements and
related
matters. Please contact Isabel Rivera at 202-551-3518 or Pam Long at
202-551-3765 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Gregory P. Patti, Jr.