Pershing Square SPARC Holdings, a newly formed company affiliated with Bill Ackman's Pershing Square and related SPAC Pershing Square Tontine Holdings (PSTH), filed on Friday with the SEC to offer subscription warrants, which it refers to as special purpose acquisition rights (SPARs).
The New York, NY-based company plans to offer 244 million SPARs to purchase shares common stock at a price of $10 per share, per its prospectus. The company is distributing its SPARs to holders of Class A common stock and distributable redeemable warrants of Pershing Square Tontine Holdings. The shares issuable upon the exercise of its SPARs will be issued concurrently with the closing of a business combination, and it will not raise any public capital until after it has entered into a definitive agreement for a business combination.
SPAC Pershing Square Tontine Holdings raised $4 billion in July 2020, planning to target "Mature Unicorns." In June 2021, the company was reportedly in talks to buy a 10% stake in Universal Music Group (UMG) for $4 billion. The SPAC planned to distribute its acquired shares in UMG to its shareholders, after UMG listed on the Euronext Amsterdam. Its remaining cash would then fund a "Special Purpose Acquisition Rights Company" and begin looking for a new acquisition target. The agreement was terminated the following July due to restrictions imposed by the SEC.
Pershing Square SPARC Holdings plans to list its SPARs and common stock on the NYSE, but has not selected a symbol yet. A proposed listing rule has been published in the Federal Register for public comment and is being reviewed by the SEC, though it cannot be assured that the listing and trading of SPARs will be approved, in which case the SPARs would trade on the OTC market. The warrants will be distributed directly by the company without the services of an underwriter.
