Pershing Square SPARC Holdings, Ltd. Notes the Withdrawal of a New York Stock Exchange Proposed Rule Change
April 28 2022 - 5:00PM
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.
1 https://www.sec.gov/rules/sro/nyse/2022/34-94810.pdf
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Media: Pershing Square Capital Management, L.P. Fran
McGill 212-909-2455 McGill@persq.com
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