Pershing Square SPARC Holdings, Ltd. Notes the Withdrawal of a New York Stock Exchange Proposed Rule Change

Rhea-AI Summary

Pershing Square SPARC Holdings announces the withdrawal of the NYSE's proposed amendment to listing rules, preventing SPARC warrants from trading on the exchange. This decision comes amid potential rule changes from the SEC regarding SPACs, making an approval unlikely. SPARC plans to register SPARs for OTC trading and aims to distribute them to PSTH shareholders during a business combination or liquidation. There is no guarantee that the SEC will approve the registration statement. SPARC, a newly formed Delaware corporation, has not yet identified a business combination partner.

Positive

• SPARC intends to issue SPARs to PSTH shareholders, potentially enhancing shareholder value.
• Withdrawal of the NYSE's proposed amendment preserves future opportunities for SPAR listing once SEC rules are finalized.

Negative

• Withdrawal of the NYSE listing amendment delays the trading of SPARs on a major exchange, limiting immediate liquidity for investors.
• There is uncertainty surrounding the approval of the SPAR registration statement by the SEC.

NEW YORK--(BUSINESS WIRE)-- Pershing Square SPARC Holdings, Ltd. (“SPARC”), an affiliate of Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH), notes the withdrawal of the New York Stock Exchange’s proposed amendment to its listing rules that would have allowed SPARC warrants (“SPARs” or generically “subscription warrants”) to trade on the NYSE.¹

In view of the Securities and Exchange Commission’s recently proposed rule changes and policy guidance with respect to special purpose acquisition vehicles, we understand that the approval of the NYSE rule change as currently proposed would not likely have occurred at this time. By withdrawing the proposed rule, the NYSE preserves the ability for the approval of a revised rule once the new SPAC rules have been finalized.

In light of the withdrawal of the proposed listing rule and the resulting delay in obtaining listing of the SPARs on the NYSE, SPARC intends to seek effectiveness of its registration statement with the SEC with the SPARs to be traded on the OTC market.

SPARC intends to issue SPARs to PSTH shareholders in connection with an initial business combination, at the time of PSTH’s liquidation or at some future time, in each case once it is permitted to do so. In the event that PSTH consummates an initial business combination or liquidates prior to a registration statement with respect to the issuance of SPARs being declared effective by the SEC, SPARC intends to create a mechanism whereby PSTH shareholders and warrant holders at the time of PSTH’s initial business combination or liquidation, as applicable, would be entitled to receive SPARs in any future legally permissible distribution thereof. There is no certainty that a registration statement relating to the distribution of SPARs will be declared effective by the SEC.

About Pershing Square SPARC Holdings, Ltd.

SPARC is a newly formed Delaware corporation, formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other business combination transaction with one or more businesses. SPARC has not yet selected any specific business combination partner or engaged in any substantive discussions, directly or indirectly, with any potential business combination partner. The Sponsor of SPARC, Pershing Square SPARC Sponsor, LLC, is an affiliate of Pershing Square Capital Management, L.P.

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¹ https://www.sec.gov/rules/sro/nyse/2022/34-94810.pdf

View source version on businesswire.com: https://www.businesswire.com/news/home/20220428006313/en/

Media:

Pershing Square Capital Management, L.P.

Fran McGill

212-909-2455

McGill@persq.com

Source: Pershing Square Holdings, Ltd.

FAQ

What is the recent update regarding PSTH and SPARC?

Pershing Square SPARC Holdings has withdrawn the NYSE's proposed amendment for SPARC warrants, impacting their trading status.

Why did the NYSE withdraw the proposed rule amendment for SPARC warrants?

The withdrawal was influenced by new SEC rules concerning SPACs, which made the approval of the amendment unlikely.

What are SPARs and how will they be distributed to PSTH shareholders?

SPARs will be issued to PSTH shareholders during a business combination or liquidation, pending SEC approval of the registration statement.

What does SPARC plan to do after the NYSE rule withdrawal?

SPARC intends to seek effectiveness of its registration statement with the SEC to allow SPARs to trade on the OTC market.

Is there a guarantee that the SEC will approve the SPAR registration statement?

There is no certainty that the SEC will declare the registration statement effective.