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                              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