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September 8, 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 30, 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 24, 2023 letter.
Amended Registration Statement on Form S-1 filed August 30, 2023
Restrictions on Issuance of Warrants, page 189
1.Please expand upon the statement that "we will not issue any securities prior to
completion of a business combination with an exercise price below 85% of the Final
Exercise Price."  Please clarify when, why and to whom such securities may be issued.
Please also provide clear disclosure throughout the prospectus, as the remainder of the
prospectus currently only contemplates additional securities issuances in connection with
or following the business combination and does not contemplate an exercise price below
the Final Exercise Price.  Please add risk factor disclosure.

 FirstName LastNameWilliam A. Ackman
 Comapany NamePershing Square SPARC Holdings, Ltd./DE
 September 8, 2023 Page 2
 FirstName LastName
William A. Ackman
Pershing Square SPARC Holdings, Ltd./DE
September 8, 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 Isabel Rivera at 202-551-3518 or Pam Howell at 202-551-3357 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Gregory P. Patti, Jr.