United States securities and exchange commission logo
August 24, 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 August 21,
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.
Amended Registration Statement on Form S-1 filed August 21, 2023
Exhibits
1. Please obtain and file
an updated consent from your independent auditors.
2. We note that in
rendering the legal opinion you have assumed that "the Company will
have sufficient
authorized and unissued shares of common stock at the time of issuance of
Shares pursuant to the
Definitive Agreement." Since you are registering the common
stock underlying the
SPARs on this registration statement, this is an inappropriate
assumption that goes to
the underlying opinion. See Staff Legal Bulletin No. 19 Section
II.B.3.a. Please remove
this assumption. In addition, please remove the assumption that
"the Definitive
Agreement and the SPAR Rights Agreement will constitute a valid and
binding obligation of
all parties thereto, enforceable against each such party in accordance
with its terms." This
assumption assumes away the underlying issue.
William A. Ackman
Pershing Square SPARC Holdings, Ltd./DE
August 24, 2023
Page 2
3. Please file a revised legal opinion that is not qualified as to
jurisdiction. While counsel
may write a legality opinion under Delaware law, it should not indicate
in the opinion that
it is not licensed to practice in the state of Delaware. For guidance,
please refer to Section
II.B.3.b of Staff Legal Bulletin No. 19.
4. We note the reference in the legal opinion to "payment in full of the
consideration payable
therefor" relating to the SPARs. Such SPARs are to be issued in a
distribution to
shareholders of PSTH for no consideration. Please remove or advise.
5. Please include revised disclosure in your prospectus to describe the
terms of the two
tranches in which the Additional Forward Purchasers may purchase shares
up to the
Maximum Additional Forward Purchase amount, as contemplated by Section
1(a) of the
Additional Forward Purchase Agreement filed as Exhibit 10.6 to the
registration
statement. In this regard, we note statements on pages 7, 101, F-15 and
F-31 of the
prospectus indicating that the Additional Forward Purchaser will commit
to the size of its
purchase at the time you enter into a Definitive Agreement. In addition,
to the extent the
second tranche of the Additional Forward Purchase may be used to prevent
the reduction
to the Proration Fraction relating to the Sponsor Warrants, please
provide clear disclosure
in the prospectus.
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,
FirstName LastNameWilliam A. Ackman
Division of Corporation
Finance
Comapany NamePershing Square SPARC Holdings, Ltd./DE
Office of Real Estate &
Construction
August 24, 2023 Page 2
cc: Gregory P. Patti, Jr.
FirstName LastName