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August 24, 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 August 21, 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 August 21, 2023
Exhibits
1.Please obtain and file an updated consent from your independent auditors.
2.We note that in rendering the legal opinion you have assumed that "the Company will
have sufficient authorized and unissued shares of common stock at the time of issuance of
Shares pursuant to the Definitive Agreement."  Since you are registering the common
stock underlying the SPARs on this registration statement, this is an inappropriate
assumption that goes to the underlying opinion.  See Staff Legal Bulletin No. 19 Section
II.B.3.a.  Please remove this assumption.  In addition, please remove the assumption that
"the Definitive Agreement and the SPAR Rights Agreement will constitute a valid and
binding obligation of all parties thereto, enforceable against each such party in accordance
with its terms."  This assumption assumes away the underlying issue.

 FirstName LastNameWilliam A. Ackman
 Comapany NamePershing Square SPARC Holdings, Ltd./DE
 August 24, 2023 Page 2
 FirstName LastName
William A. Ackman
Pershing Square SPARC Holdings, Ltd./DE
August 24, 2023
Page 2
3.Please file a revised legal opinion that is not qualified as to jurisdiction. While counsel
may write a legality opinion under Delaware law, it should not indicate in the opinion that
it is not licensed to practice in the state of Delaware. For guidance, please refer to Section
II.B.3.b of Staff Legal Bulletin No. 19.
4.We note the reference in the legal opinion to "payment in full of the consideration payable
therefor" relating to the SPARs.  Such SPARs are to be issued in a distribution to
shareholders of PSTH for no consideration.  Please remove or advise.
5.Please include revised disclosure in your prospectus to describe the terms of the two
tranches in which the Additional Forward Purchasers may purchase shares up to the
Maximum Additional Forward Purchase amount, as contemplated by Section 1(a) of the
Additional Forward Purchase Agreement filed as Exhibit 10.6 to the registration
statement. In this regard, we note statements on pages 7, 101, F-15 and F-31 of the
prospectus indicating that the Additional Forward Purchaser will commit to the size of its
purchase at the time you enter into a Definitive Agreement.  In addition, to the extent the
second tranche of the Additional Forward Purchase may be used to prevent the reduction
to the Proration Fraction relating to the Sponsor Warrants, please provide clear disclosure
in the prospectus.
            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.