0000899243-23-019635.txt : 20230929 0000899243-23-019635.hdr.sgml : 20230929 20230929180410 ACCESSION NUMBER: 0000899243-23-019635 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230929 FILED AS OF DATE: 20230929 DATE AS OF CHANGE: 20230929 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Gonnella Michael CENTRAL INDEX KEY: 0001831649 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56597 FILM NUMBER: 231297083 MAIL ADDRESS: STREET 1: 787 ELEVENTH AVENUE, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square SPARC Holdings, Ltd./DE CENTRAL INDEX KEY: 0001895582 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 873427627 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 787 ELEVENTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 787 ELEVENTH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-09-29 0 0001895582 Pershing Square SPARC Holdings, Ltd./DE NA 0001831649 Gonnella Michael 787 ELEVENTH AVENUE, 9TH FLOOR NEW YORK NY 10019 0 1 0 0 Chief Financial Officer Subscription Warrants 10.00 See footnote 1 1375 D 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. Exhibit List: Exhibit 24.1 - Power of Attorney /s/ Steve Milankov, attorney-in-fact 2023-09-29 EX-24.1 2 attachment1.htm EX-24.1 DOCUMENT

                                   POWER OF ATTORNEY

Know all by these presents, that the undersigned, Michael Gonnella, hereby
constitutes and appoints each of Steve Milankov, James Foley and Halit Coussin
signing singly, the undersigned's true and lawful attorney in fact to:

1.  prepare, execute in the undersigned's name and on the undersigned's behalf,
    and submit to the United States Securities and Exchange Commission (the
    "SEC") a Form ID, including amendments thereto, and any other documents
    necessary or appropriate to obtain codes and passwords enabling the
    undersigned to make electronic filings with the SEC of reports required by
    Section 16(a) of the Securities Exchange Act of 1934 or any rule or
    regulation of the SEC;

2.  execute for and on behalf of the undersigned Forms 3, 4, and 5 in accordance
    with Section 16(a) of the Securities Exchange Act of 1934 and the rules
    thereunder and any other forms or reports the undersigned may be required to
    file in connection with the undersigned's ownership, acquisition, or
    disposition of securities of PERSHING SQUARE SPARC HOLDINGS, LTD.;

3.  do and perform any and all acts for and on behalf of the undersigned which
    may be necessary or desirable to complete and execute any such Form 3, 4, or
    5, or other form or report, and timely file such form or report with the SEC
    and any other authority; and

4.  take any other action of any type whatsoever in connection with the
    foregoing which, in the opinion of such attorney-in fact, may be of benefit
    to, in the best interest of, or legally required by, the undersigned, it
    being understood that the documents executed by such attorney-in-fact on
    behalf of the undersigned pursuant to this Power of Attorney shall be in
    such form and shall contain such terms and conditions as such attorney-in-
    fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or the
substitute or substitutes of such attorney-in-fact, shall lawfully do or cause
to be done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is PERSHING SQUARE SPARC HOLDINGS, LTD. assuming, any of the undersigned's
responsibilities to comply with Section 16 of the Securities Exchange Act of
1934.

This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in PERSHING SQUARE SPARC HOLDINGS,
LTD. securities, unless earlier revoked by the undersigned in a signed writing
delivered to any of the foregoing attorneys-in-fact; provided, however, that
this Power of Attorney shall immediately terminate as to any of the foregoing
attorneys-in-fact when such attorney-in-fact ceases to hold the position of
either (1) Corporate Secretary, (2) attorney, or (3) Chief Legal Officer of
PERSHING SQUARE SPARC HOLDINGS, LTD. or PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 26th day of September, 2023.


Michael Gonnella
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Michael Gonnella