Pershing Square SPARC: Ackman's Latest SPAC Seeks Target Post-2025

TL;DR

**Pershing Square SPARC is a pure-play bet on Bill Ackman's next big deal, with no revenue or target yet, making it a high-risk, high-reward proposition.**

AI Summary

Pershing Square SPARC Holdings, Ltd. (the "Company") filed its 10-K for the fiscal year ended December 31, 2025, outlining its strategy as a special purpose acquisition company (SPAC) focused on a business combination. The Company, sponsored by Pershing Square Capital Management, L.P. (PSCM), has not yet identified a target business, meaning it generated no revenue or net income from operations in 2025. Key business changes include the effective distribution of its Subscription Warrants (SPARs) on September 30, 2023, which are exercisable for two Public Shares at a Final Exercise Price of at least $10.00. The Company relies on the expertise of William A. Ackman, its Chairman and CEO, and the PSCM Investment Team, which has a track record of materially exceeding the S&P 500 Index with several of its funds. A significant risk is the potential failure to consummate a business combination by the Closing Deadline, which would result in the liquidation of the company and return of funds from the Custodial Account. The strategic outlook centers on leveraging PSCM's investment acumen to identify a high-quality, large capitalization, growth company for a merger, capital stock exchange, asset acquisition, stock purchase, or reorganization.

Why It Matters

This 10-K reveals Pershing Square SPARC Holdings, Ltd. is still in its formative stage, actively seeking a business combination. For investors, the value hinges entirely on the eventual target company and the Final Exercise Price of the SPARs, which will be at least $10.00 per Public Share. Employees and customers of a potential target company could see significant changes post-merger, driven by Pershing Square's activist investment approach. The broader market watches this SPAC closely due to William A. Ackman's reputation and PSCM's historical performance, which has materially exceeded the S&P 500 Index for several funds, creating competitive pressure for other SPACs to find compelling deals.

Risk Assessment

Risk Level: high — The Company is a shell company with no operations or revenue, formed solely to effect a business combination. A primary risk is the failure to consummate a business combination by the Closing Deadline, which would lead to liquidation. The filing explicitly states, "The performance of Justice Holdings, Ltd. or PSTH is not indicative of whether we will be able to enter into and consummate a business combination," referencing PSTH's failure to complete a deal and subsequent dissolution.

Analyst Insight

Investors should monitor news regarding potential target businesses and the Final Exercise Price. Given the high-risk nature and lack of current operations, this is a speculative investment suitable for those confident in William A. Ackman's ability to identify and execute a transformative business combination.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

Not Disclosed

total Debt

$0

net Income

$0

eps

$0.00

gross Margin

N/A

cash Position

Not Disclosed

revenue Growth

N/A

Executive Compensation

Key Numbers

• $0 — Revenue (The Company generated no revenue for the fiscal year ended December 31, 2025, as it is a shell company.)
• $0 — Net Income (The Company reported no net income for the fiscal year ended December 31, 2025, due to its pre-business combination status.)
• $10.00 — Minimum Exercise Price (The minimum exercise price per Public Share for SPARs, which may be increased.)
• 2025-12-31 — Fiscal Year End (The period covered by this 10-K filing.)
• 2023-09-30 — SPAR Distribution Effective Date (Date the distribution of SPARs became effective.)
• 422,533 — Common Stock Shares Outstanding (Number of shares as of March 23, 2026.)
• 14% — Restaurant Brands International Inc. CAGR (Compound annual total shareholder return since its merger with Justice Holdings, Ltd. in 2012.)
• $4.0 billion — PSTH IPO Proceeds (Amount raised by Pershing Square Tontine Holdings, Ltd. in its initial public offering.)
• $1.5 billion — Justice Holdings, Ltd. IPO Proceeds (Amount raised by Justice Holdings, Ltd. in its initial public offering.)
• 20 — SPAR Holder Election Period (business days) (Duration for SPAR holders to submit irrevocable notices to exercise SPARs.)

Key Players & Entities

• Pershing Square SPARC Holdings, Ltd. (company) — registrant of the 10-K filing
• Pershing Square Capital Management, L.P. (company) — manager of the Sponsor and investment funds
• William A. Ackman (person) — Chairman and Chief Executive Officer of the Company
• S&P 500 Index (company) — benchmark for Pershing Square's investment funds
• Pershing Square Tontine Holdings, Ltd. (company) — prior SPAC sponsored by an affiliate of Pershing Square
• Justice Holdings, Ltd. (company) — prior SPAC co-sponsored by Pershing Square
• Restaurant Brands International Inc. (company) — result of Justice Holdings, Ltd. merger
• Securities and Exchange Commission (regulator) — regulates the Company's filings
• PS SPARC I Master, L.P. (company) — Additional Forward Purchaser
• Pershing Square Funds (company) — Committed Forward Purchasers and members of the Sponsor

FAQ

Risk Factors

• Failure to Consummate a Business Combination [high — financial]: The Company faces a significant risk of failing to complete a business combination by its Closing Deadline. If a business combination is not consummated, the Company will liquidate, and the funds held in the Custodial Account, totaling approximately $1.0 billion at the time of the IPO, will be returned to public shareholders. This outcome would result in no return on investment for shareholders and warrant holders.
• SPAC Market Volatility [medium — market]: The success of the Company's business combination strategy is subject to the prevailing market conditions for SPACs. A downturn in the SPAC market or a general economic recession could make it difficult to identify and complete a favorable business combination, potentially impacting shareholder value.
• Reliance on Sponsor Expertise [medium — operational]: The Company's ability to identify and execute a successful business combination is heavily reliant on the expertise and resources of Pershing Square Capital Management, L.P. (PSCM). Any limitations or failures in PSCM's ability to source and vet potential target companies could negatively impact the Company's prospects.
• Evolving SPAC Regulations [medium — regulatory]: The regulatory landscape for SPACs is subject to change. New or revised regulations could impact the structure, timing, or feasibility of business combinations, potentially increasing compliance costs or introducing new risks.
• Dilution from Warrants [medium — financial]: The exercise of Subscription Warrants (SPARs) by holders could result in significant dilution to existing shareholders. Each SPAR is exercisable for two Public Shares at a Final Exercise Price of at least $10.00, potentially increasing the outstanding share count substantially upon exercise.

Industry Context

The SPAC market experienced significant growth and subsequent contraction in recent years. Companies like Pershing Square SPARC Holdings, Ltd. operate within this dynamic environment, seeking to leverage sponsor expertise to identify high-quality targets amidst evolving regulatory scrutiny and investor sentiment. The focus remains on identifying large-cap growth companies for de-SPAC transactions.

Regulatory Implications

The SPAC industry is under increased regulatory oversight from bodies like the SEC. Changes in accounting rules, disclosure requirements, and potential liability for forward-looking statements can impact the de-SPAC process and increase compliance burdens for companies like Pershing Square SPARC Holdings, Ltd.

What Investors Should Do

1. Monitor the progress of the business combination search: Investors should closely follow any announcements regarding potential target identification or negotiations, as this is the primary driver of value.
2. Assess the risk of liquidation: Understand the Closing Deadline and the implications of failing to complete a business combination, which would result in the return of capital from the Custodial Account.
3. Evaluate the impact of warrant dilution: Consider the potential dilution from the exercise of SPARs and its effect on the per-share value upon a successful business combination.

Key Dates

• 2023-09-30: SPAR Distribution Effective Date — Marks the date when the Subscription Warrants (SPARs) became effective, granting holders the right to potentially acquire shares in a future business combination.
• 2025-12-31: Fiscal Year End — The reporting period for the 10-K filing, during which the Company continued its search for a business combination target.
• 2026-03-23: Common Stock Shares Outstanding — As of this date, 422,533 shares of common stock were outstanding, reflecting the pre-business combination structure.

Glossary

SPAC

Special Purpose Acquisition Company, a shell company that raises capital through an IPO to acquire an existing company. (Pershing Square SPARC Holdings, Ltd. is a SPAC, and its primary objective is to find a target for a business combination.)

SPARs

Subscription Warrants, which are exercisable for Public Shares at a specified price upon the completion of a business combination. (These warrants represent a significant potential future dilution and a key component of the Company's capital structure.)

Business Combination

The acquisition of a target company by the SPAC, typically through a merger, stock purchase, or asset acquisition. (This is the core objective of the Company; failure to achieve one by the deadline leads to liquidation.)

Custodial Account

An account where the IPO proceeds are held in trust, to be used for the business combination or returned to shareholders upon liquidation. (This account holds the capital raised by the SPAC, which is crucial for funding the business combination or returning to investors.)

PSCM

Pershing Square Capital Management, L.P., the sponsor of the SPAC, providing expertise and resources. (The Company relies heavily on PSCM's investment acumen to identify and execute a successful business combination.)

Year-Over-Year Comparison

As this is the first 10-K filing for Pershing Square SPARC Holdings, Ltd. as a post-IPO entity, a direct comparison of financial metrics like revenue and net income to a prior year is not applicable. The filing reflects the Company's status as a pre-business combination SPAC, with $0 revenue and $0 net income. Key developments since the IPO include the effective distribution of SPARs and the ongoing search for a target business.

Key Financial Figures

• $0.0001 — to Purchase Two Shares of Common Stock, $0.0001 par value (Title of class) Indicate
• $0 — 2,533 shares of Common Stock, par value $0.0001, issued and outstanding. Documen
• $2,500,000,000 — Additional Forward Purchase" are to the $2,500,000,000 to $3,250,000,000 of Public Shares that
• $3,250,000,000 — Purchase" are to the $2,500,000,000 to $3,250,000,000 of Public Shares that the Additional Fo
• $3,500,000,000 — ase Amount" are to the remainder of the $3,500,000,000 of Forward Purchase Shares that is not
• $250,000,000 — "Committed Forward Purchase" are to the $250,000,000 to $1,000,000,000 of Public Shares that
• $1,000,000,000 — rd Purchase" are to the $250,000,000 to $1,000,000,000 of Public Shares that the Committed For
• $10.00 — ce of our SPARs, which will be at least $10.00 per Public Share, but may be increased
• $5,000,001 — segregated account funded with at least $5,000,001 of the proceeds from the sale of the Sp
• $1.5 billion — ice Holdings, Ltd. raised approximately $1.5 billion in its initial public offering (includi
• $458 million — ts initial public offering (including a $458 million investment by funds managed by Pershing
• $4.0 billion — e Holdings, Ltd. in 2012. PSTH raised $4.0 billion in its initial public offering, which w

Filing Documents

• ck0001895582-20251231.htm (10-K) — 2154KB
• ck0001895582-ex10_17.htm (EX-10.17) — 38KB
• ck0001895582-ex31_1.htm (EX-31.1) — 34KB
• ck0001895582-ex31_2.htm (EX-31.2) — 31KB
• ck0001895582-ex32_1.htm (EX-32.1) — 12KB
• ck0001895582-ex32_2.htm (EX-32.2) — 12KB
• img130801692_0.jpg (GRAPHIC) — 229KB
• 0001193125-26-119405.txt ( ) — 6718KB
• ck0001895582-20251231.xsd (EX-101.SCH) — 732KB
• ck0001895582-20251231_htm.xml (XML) — 732KB

Business

Business 6 ITEM 1A.

Risk Factors

Risk Factors 37 ITEM 1B. Unresolved Staff Comments 66 ITEM 1C. Cybersecurity 66 ITEM 2.

Properties

Properties 67 ITEM 3.

Legal Proceedings

Legal Proceedings 67 ITEM 4. Mine Safety Disclosures 67 PART II ITEM 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 68 ITEM 6. [Reserved] 68 ITEM 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 69 ITEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 72 ITEM 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 72 ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 72 ITEM 9A.

Controls and Procedures

Controls and Procedures 73 ITEM 9B. Other Information 73 ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspection 74 PART III ITEM 10. Directors, Executive Officers and Corporate Governance 75 ITEM 11.

Executive Compensation

Executive Compensation 82 ITEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 83 ITEM 13. Certain Relationships and Related Transactions, and Director Independence 84 ITEM 14. Principal Accounting Fees and Services 89 PART IV ITEM 15. Exhibits, Financial Statement Schedules 90 ITEM 16. Form 10-K Summary 92

SIGNATURES

SIGNATURES 93 - 1 - CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements contained in this annual report on Form 10-K (the "Report") may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our Management Team's expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about: our ability to select an appropriate target business or businesses; our ability to complete our business combination; our expectations around the performance of the prospective target business or businesses; our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our business combination; our Management Team and Investment Team members allocating their time to other businesses, and our directors and officers potentially having conflicts of interest with our business or in approving our business combination, as a result of which they would then receive expense reimbursements; our potential ability to obtain additional financing, as needed, to complete our business combination; our pool of prospective target businesses; the ability of our directors, Investment Team and officers to generate a number of potential acquisition opportunities; our public securiti

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View this 10-K filing on SEC EDGAR