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April 11, 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 March 24, 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 March 24, 2023
Capitalization, page 105
1.Please tell us how you determined it was unnecessary to present the sale of the sponsor
warrants within your capitalization table.
Description of Securities
Valuation of Sponsor Warrants, page 176
2.We note your disclosure that other blank check companies have sold 20% of their
common stock to their sponsors for nominal consideration, typically $25,000.  Please tell
us what consideration you gave to also referencing the private placements of sponsor
warrants or units containing shares and warrants exercisable at 115% of the unit IPO price
in connection with offerings by other blank check companies.

 FirstName LastNameWilliam A. Ackman
 Comapany NamePershing Square SPARC Holdings, Ltd./DE
 April 11, 2023 Page 2
 FirstName LastName
William A. Ackman
Pershing Square SPARC Holdings, Ltd./DE
April 11, 2023
Page 2
            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,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gregory P. Patti, Jr.