Pershing Square reports 422,533 sponsor-held shares
Forward-purchase terms separate an obligation from an optional right, with the stated share quantities based on an assumed $10 Final Exercise Price.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
3
Rhea-AI Filing Summary
Pershing Square Inc. (PS) is one of six reporting persons in a joint Form 3 updating their names after PSCM's ownership reorganization on July 16, 2024. William A. Ackman, PSCM's Chief Executive Officer and a director, represents the others. Reported positions include 422,533 common shares issued to the Sponsor. At an assumed $10 Final Exercise Price, affiliated funds are obligated to purchase 250,000 Forward Purchase Shares at the business-combination closing; SPARC Master LP has a separate right, not an obligation, to purchase up to 3,250,000 additional shares. The reporting persons disclaim beneficial ownership except to the extent of pecuniary interests.
Insider Trade Summary
Holdings reported, no transactions
Holdings
Insider
Pershing Square Capital Management, L.P., PSCM GP, LLC, PERSHING SQUARE INC., Pershing Square Partner Group LLC, Pershing Square Management, LLC, ACKMAN WILLIAM A
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Chief Executive Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Holding | Forward Purchase Shares F6, F7, F1, F2, F3, F4 | -- | -- | -- |
| Holding | Forward Purchase Shares (Right to buy) F8, F9, F1, F2, F3, F4 | -- | -- | -- |
| Holding | Sponsor Warrants F10, F11, F1, F2, F3, F4 | -- | -- | -- |
| Holding | Common Stock F5, F1, F2, F3, F4 | -- | -- | -- |
Holdings:
Forward Purchase Shares — 250,000 contracts (Indirect, See footnotes);
Forward Purchase Shares (Right to buy) — 3,250,000 contracts (Indirect, See footnotes);
Common Stock — 422,533 shares (Indirect, See footnotes)
Footnotes (11)
- F1. In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 3 is being filed jointly by PSCM GP, LLC, a Delaware limited liability company ("PSCM GP"), Pershing Square Inc., a Nevada corporation ("PS Inc."), Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), Pershing Square Partner Group, LLC, a Delaware limited liability company ("PSPG"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities of the Issuer reported on this Form 3 (the "Subject Securities").
- F2. PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds"). The Pershing Square Affiliated Funds are the members of Pershing Square SPARC Sponsor, LLC, a Delaware limited liability company ("Sponsor"). PSCM is the non-member manager of the Sponsor. PSCM also advises PS SPARC I Master, L.P. ("SPARC Master LP").
- F3. (Continued from Footnote 2) PS Inc. is the holding company of PSCM, and PSCM GP is the general partner of PSCM. ManagementCo holds majority voting power over PS Inc. (including in its capacity as the managing member of PSPG). ManagementCo is governed by its six members, including Mr. Ackman (collectively, the "ManagementCo Members"). Mr. Ackman owns 24.9% of the voting interests of ManagementCo, with the other ManagementCo Members each owning the remainder of the voting interests equally (approximately 15% each), and the approval of a majority of the voting interests is generally required to approve any action of ManagementCo.
- F4. (Continued from Footnote 3) ManagementCo, PSPG, PS Inc., PSCM GP and PSCM may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). By virtue of Mr. Ackman's position as, among other positions, the Chief Executive Officer of PSCM, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons and ManagementCo Members disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- F5. The 422,533 shares of the Issuer's Common Stock were issued to the Sponsor prior to the Issuer's initial public distribution. The aggregate voting power of the 422,533 shares of Common Stock is equal to 100% of the total voting power of the Issuer's Common Stock outstanding immediately following the initial public distribution.
- F6. Reflects securities acquirable by the Pershing Square Affiliated Funds in connection with that certain committed forward purchase agreement ("Committed Forward Purchase Agreement"), dated September 29, 2023, between the Issuer and the Pershing Square Affiliated Funds. Pursuant to the Committed Forward Purchase Agreement, the Pershing Square Affiliated Funds are obligated to purchase, in one or more private placements to occur simultaneously with the closing of the Issuer's business combination, at least $250,000,000 and up to $1,000,000,000 of common shares of the surviving entity of the Issuer's business combination based upon the final exercise price (the "Final Exercise Price") of the Issuer's subscription warrants, referred to as SPARs, which will be publicly announced in connection with the business combination and which will be at least $10.00.
- F7. (Continued from Footnote 6) For purposes of this Form 3, the Reporting Persons have assumed a Final Exercise Price equal to $10.00 and therefore the Pershing Square Affiliated Funds will be obligated to purchase 250,000 forward purchase shares ("Forward Purchase Shares") of the Issuer, at a price of $10.00 per Forward Purchase Share. The obligation of the Pershing Square Affiliated Funds to purchase the Forward Purchase Shares may be allocated among the Pershing Square Affiliated Funds from time to time. The Forward Purchase Shares will generally not be transferable, assignable or salable until 180 days after the consummation of the Issuer's business combination.
- F8. Reflects securities acquirable by SPARC Master LP in connection with that certain additional forward purchase agreement ("Additional Forward Purchase Agreement"), dated September 29, 2023, between the Issuer and SPARC Master LP. Pursuant to the Additional Forward Purchase Agreement, SPARC Master LP has the right, but not the obligation, to purchase, in one or two tranches, a number of common shares of the surviving entity of the Issuer's business combination up to an amount equal to $3,500,000,000 less the amount obligated to be purchased by the Pershing Square Affiliated Funds pursuant to the Committed Forward Purchase Agreement.
- F9. (Continued from Footnote 8) For purposes of this Form 3, the Reporting Persons have assumed a Final Exercise Price equal to $10.00 and therefore SPARC Master LP will have the right, but not the obligation, to purchase up to 3,250,000 additional forward purchase shares ("Additional Forward Purchase Shares") of the Issuer, at a price of $10.00 per Additional Forward Purchase Share. SPARC Master LP's right to purchase the Additional Forward Purchase Shares may be transferred, in whole or in part, to any entity that is managed by PSCM, but not to third parties. The Additional Forward Purchase Shares will generally not be transferable, assignable or salable until 180 days after the consummation of the Issuer's business combination.
- F10. Prior to the Issuer's initial public distribution, Sponsor purchased, in a private placement, an aggregate of $35,892,480 of sponsor warrants ("Sponsor Warrants"), which will be exercisable, in the aggregate, for a number of shares up to 4.95% of the outstanding shares (on a fully diluted basis) of the post-combination company, at a per share exercise price equal to 120% of the Final Exercise Price. The actual percentage of shares on a fully diluted basis into which the Sponsor Warrants are exercisable will depend on and be decreased ratably in the event that (1) the aggregate funds raised at the closing of the business combination from the exercise of the SPARs and the amount purchased by SPARC Master LP pursuant to the Additional Forward Purchase Agreement, if any, is less than (2) the amount of funds that would have been raised if 100% of the issued SPARs had been exercised at the closing of the business combination.
- F11. (Continued from Footnote 10) The Sponsor Warrants will generally not be transferable, assignable or salable until three years after the consummation of the Issuer's business combination, and expire 10 years after the date of the Issuer's business combination.
Key Figures
Common shares issued to Sponsor: 422,533 shares
Committed forward-purchase amount: At least $250 million and up to $1 billion
Forward Purchase Shares: 250,000 shares
+5 more
8 metrics
Common shares issued to Sponsor
422,533 shares
Issued before the initial public distribution; represented 100% of common-stock voting power immediately afterward.
Committed forward-purchase amount
At least $250 million and up to $1 billion
Affiliated funds' obligation at the business-combination closing, based on the Final Exercise Price.
Forward Purchase Shares
250,000 shares
Assumed amount at a $10 Final Exercise Price.
Assumed Final Exercise Price
$10 per share
Assumption used for the reported forward-purchase share quantities.
Additional Forward Purchase Shares
Up to 3,250,000 shares
SPARC Master LP's optional right, based on an assumed $10 Final Exercise Price.
Sponsor Warrants private-placement amount
$35,892,480
Aggregate amount purchased before the initial public distribution.
Sponsor Warrant share limit
Up to 4.95%
Post-combination company's outstanding shares on a fully diluted basis.
Sponsor Warrant exercise price
120% of the Final Exercise Price
Per-share exercise price.
Key Terms
Committed Forward Purchase Agreement, Final Exercise Price, Additional Forward Purchase Agreement, fully diluted basis, +1 more
5 terms
Committed Forward Purchase Agreement financial
"Committed Forward Purchase Agreement"
Final Exercise Price financial
"at a price of $10 per Forward Purchase Share"
Additional Forward Purchase Agreement financial
"Additional Forward Purchase Agreement"
fully diluted basis financial
"up to 4.95% of the outstanding shares (on a fully diluted basis)"
A fully diluted basis counts every share that could exist if all outstanding options, warrants, convertible securities and other rights were exercised or converted into common stock, showing the maximum number of shares outstanding. For investors this matters because it spreads ownership and earnings across that larger share count, like slicing a pie into every possible piece before deciding how big each investor’s slice will be, which affects per-share value and ownership percentage.
director by deputization regulatory
"each of those persons is a director by deputization"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What forward-purchase commitment is reported for Pershing Square Inc. (PS)?
The Committed Forward Purchase Agreement obligates the affiliated funds to purchase at least $250 million and up to $1 billion of shares at the business-combination closing, based on a Final Exercise Price that will be at least $10. The reporting persons assumed a $10 price, corresponding to 250,000 shares.
What do the Sponsor Warrants cover?
The Sponsor Warrants are exercisable for shares up to 4.95% of the post-combination company's outstanding shares on a fully diluted basis, at an exercise price equal to 120% of the Final Exercise Price. The percentage decreases ratably if specified funds raised at closing are below the amount that would have been raised if all issued SPARs were exercised.
AI-generated analysis. How Rhea-AI works. Not financial advice.
