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April 19, 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 April 13, 2023
File No. 333-261376
Dear William A. Ackman:
            We have reviewed your amended registration statement and have the following
comment.  In our comment, 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 comment applies 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 this comment, we may have additional comments.
Form S-1/A filed on April 13, 2023
Capitalization, page 105
1.We note your response to our comment number 1. We note your disclosure on page F-11
that the sponsor warrants will be classified as liabilities in accordance with ASC 815-40.
Given that company capitalization is typically associated with both equity and debt, please
tell us how you determined it was unnecessary to reflect the sponsor warrants within your
capitalization table.

 FirstName LastNameWilliam A. Ackman
 Comapany NamePershing Square SPARC Holdings, Ltd./DE
 April 19, 2023 Page 2
 FirstName LastName
William A. Ackman
Pershing Square SPARC Holdings, Ltd./DE
April 19, 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.