Pershing Square Tontine Holdings (PSTH) to Liquidate Trust
by Marlena Haddad on 2022-07-11 at 7:15pm

Pershing Square Tontine Holdings (NYSE:PSTH) announced this afternoon that it will be liquidating its trust and redeeming all outstanding shares of common stock effective as of July 26, 2022.

The SPAC was unable to complete a business combination within its timeline of 24 months from the closing of its record $4 billion IPO on July 24, 2020. And as a result, Pershing Square will now cease all operations except for the purposes of winding up, and will redeem all public shares. Following the redemption, the SPAC will then dissolve and liquidate.

Pershing Square Tontine Holdings currently expects the per-share redemption price for the public shares to be approximately $20.05. The public shares are expected to stop trading as of the close of business on July 25, 2022, and as of July 26, 2022 the public shares will be deemed cancelled and will represent only the right to receive the redemption amount.

Additionally, Pershing Square Tontine Holdings has decided not to withhold any amounts to pay dissolution expenses, which were permitted to be withheld in an amount up to $100,000.

Furthermore, in a letter also released today from Bill Ackman, CEO and Founder of Pershing Square Tontine Holdings, it was announced that he would continue to seek approval of the SPARC structure. The SPARC structure was originally debuted last summer when he announced PSTH’s initial transaction with Universal Music Group (“UMG”).

At that time, Ackman’s intention was for PSTH to acquire a 10% stake in UMG for an approximate enterprise value of $42.4 billion. But, the deal was later terminated and Ackman faced a lawsuit brought by a former SEC commissioner and a law school professor that alleged that the SPAC acted as an investment company, violating Investment Company Act rules.

Technically, Ackman could have extended PSTH’s deadline a further six months to January 24, 2023 since the SPAC had previously executed a definitive agreement with UMG. Even though that transaction is no longer active, the wording in the IPO prospectus is such that the SPAC merely had to have previously signed an LOI or definitive agreement within 24 months to qualify.

Nonetheless, Ackman found a liquidation to be more palatable than soldiering on.

As for Pershing Square SPARC Holdings, the most recent amendment to the initial S-1 was filed on June 16th. Once the registration statement is approved, Ackman intends to distribute SPARs to PSTH shareholders as of July 25th. However, there’s no guarantee that the SPARC structure will be approved by the SEC and Ackman goes on to note that they don’t expect the registration statement to be approved until later this Fall.

We’ll have to check if there are any additional changes to the SPARC structure in any subsequent filings, but this is still an unproven deal type. Will any of the “big game” companies Ackman is hunting want to go down the SPARC path without knowing how much money can be raised by SPAR holders until they exercise? Why not just go down a proven traditional IPO path instead?

We’ll have to wait and see.

 

 

Recent Posts
by Kristi Marvin on 2025-06-14 at 10:02am

Terms Tracker for the Week Ending June 13, 2025 Welcome to our weekly column where we discuss the findings from our IPO terms tracker based on the previous week’s pricings. This week brought three new SPAC IPOs with pricings from BEST SPAC I Acquisition Corp., Blue Acquisition Corp. and Blue Water Acquisition Corp. III. All...

by Nicholas Alan Clayton on 2025-06-13 at 12:09pm

Starry Sea (NASDAQ:SSEAU) has filed for a $50 million SPAC with leadership that is making its debut as SPAC officers and a broad search mandate. The new SPAC is offering investors one right to a 1/6 share in each unit and a redemption opportunity coming at the end of its 15-month initial transaction deadline if...

by Nicholas Alan Clayton on 2025-06-13 at 8:24am

At the SPAC of Dawn Israel’s bombing of sites in Iran has brought a new injection of uncertainty to the markets, which appear poised to open in the red. But, this may be a temporary factor after the week has also produced better-than-expected indicators on inflation. One more data point is set to come in...

by Nicholas Alan Clayton on 2025-06-12 at 8:02pm

Best SPAC I Acquisition Corp. (NASDAQ:BSAAU) announced the pricing of its $55 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “BSAAU”, Friday, June 13, 2025. The new SPAC plans to combine with a consumer goods company with a total enterprise value between $100 million and $600 million....

by Nicholas Alan Clayton on 2025-06-12 at 7:11pm

Blue Acquisition Corp. (NASDAQ:BACCU) announced the pricing of its $175 million IPO and its units are expected to begin trading on the Nasdaq under the symbol “BACCU”, Friday, June 13, 2025. The new SPAC intends to combine with a target company within a manufacturing company or data center that aligns with green energy initiatives and...

logo

Copyright © 2025 SPACInsider, Inc. All Rights Reserved