United States securities and exchange commission logo
July 7, 2023
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
Amended
Registration Statement on Form S-1
Filed June 1, 2023
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 May
22, 2023 letter.
Amended Registration Statement on Form S-1 filed June 1, 2023
Risk Factors, page 63
1. We note the revisions
made in response to comment 4. However, we continue to note
reference to investor
revocation of elections on page 71, where you state "in connection
with a Materially
Adverse Amendment to the SPAR Rights Agreement during the SPAR
Election Period, you
must submit your vote on a timely basis in order for it to be counted,
or for your choice to
revoke an Election to have any effect." We also note statements on
pages 13, 69 and 105
that holders will "generally not be able to revoke" elections. Please
reconcile these
statements with the disclosure elsewhere in the prospectus that investors
cannot revoke their
election.
William A. Ackman
FirstName LastNameWilliam A. Ackman
Pershing Square SPARC Holdings, Ltd./DE
Comapany
July 7, 2023NamePershing Square SPARC Holdings, Ltd./DE
July 7,2 2023 Page 2
Page
FirstName LastName
Sponsor Warrants and Advisor Warrants, page 180
2. We note the disclosure that "the Sponsor Warrants will be exercisable,
in the aggregate,
for up to 4.95% of the Public Shares that are outstanding as of the
time immediately
following the consummation of our business combination." Please
provide clear
disclosure throughout that this 4.95% is of the total post combination
company, including
shares issued upon exercise of the SPARs, shares issued in forward
purchase agreements,
and shares issued to the target business or its shareholders. Please
also clarify the
distinction when discussing the 20% sponsor promote, which is
typically 20% of the
SPAC pre-business combination. Please also clarify when the sponsor
warrants become
exercisable after the business combination.
Valuation of Sponsor Warrants, page 182
3. We partially reissue comment 5. Where you state that the Black Scholes
valuation
includes a spot price at the minimum exercise price of $10 per share,
please revise your
disclosure to clarify what is meant by the term spot price and
briefly, how it is used in the
valuation analysis for the sponsor warrants.
4. We note your response to comment 8. Where you state that the company
assumed a 30%
concession rate as part of the valuation calculation, please clarify
whether this means that
the valuation was reduced by this amount, or explain how the
concession rate otherwise
impacted the valuation.
General
5. Regarding your response to comment 1 from our letter of July 15, 2022,
please ensure that
you include an audited balance sheet that reflects having at least
$5,000,001 in net
tangible assets in a pre-effective amendment to the registration
statement.
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 Pam Howell at 202-551-3357 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.