Michael Gonnella - Sep 29, 2023 Form 3 Insider Report for Pershing Square SPARC Holdings, Ltd./DE (NA)

Role: Chief Financial Officer
Signature: /s/ Steve Milankov, attorney-in-fact
Stock symbol: NA
Transactions as of: Sep 29, 2023
Transactions value $: $0
Form type: 3
Date filed: 9/29/2023, 06:04 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	NA	Subscription Warrants							Sep 29, 2023	See footnote 1	1.38K	$10.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The 1,375 subscription warrants, referred to by the Issuer as special purpose acquisition rights ("SPARs"), were distributed to the Reporting Person at the time of the Issuer's initial public distribution, as a former holder of Class A common stock and distributable redeemable warrants of Pershing Square Tontine Holdings, Ltd., which was a special purpose acquisition company of which an affiliate of Pershing Square Capital Management, L.P. served as sponsor. Each SPAR must be exercised in whole prior to the consummation of the Issuer's business combination (the "Closing") and is exercisable for two common shares of the surviving entity of the Issuer's business combination, at a price per share equal to final exercise price (the "Final Exercise Price"). The Final Exercise Price will be publicly announced in connection with the business combination and will be at least $10.00. For purposes of this Form 3, the Reporting Person has assumed a Final Exercise Price equal to $10.00.
F2	The SPARs will expire upon the earlier of (i) an early termination as a result of the failure of the Issuer to consummate a business combination, (ii) Closing and (iii) September 29, 2033, the date that is 10 years from the date the SPARs were first distributed.

Content

The 1,375 subscription warrants, referred to by the Issuer as special purpose acquisition rights ("SPARs"), were distributed to the Reporting Person at the time of the Issuer's initial public distribution, as a former holder of Class A common stock and distributable redeemable warrants of Pershing Square Tontine Holdings, Ltd., which was a special purpose acquisition company of which an affiliate of Pershing Square Capital Management, L.P. served as sponsor. Each SPAR must be exercised in whole prior to the consummation of the Issuer's business combination (the "Closing") and is exercisable for two common shares of the surviving entity of the Issuer's business combination, at a price per share equal to final exercise price (the "Final Exercise Price"). The Final Exercise Price will be publicly announced in connection with the business combination and will be at least $10.00. For purposes of this Form 3, the Reporting Person has assumed a Final Exercise Price equal to $10.00.

The SPARs will expire upon the earlier of (i) an early termination as a result of the failure of the Issuer to consummate a business combination, (ii) Closing and (iii) September 29, 2033, the date that is 10 years from the date the SPARs were first distributed.

Remarks:

Exhibit List: Exhibit 24.1 - Power of Attorney