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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Pershing Square Tontine Holdings, Ltd. Warrants, exercisable for one share of Class A f
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 5, 2022 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| August 5, 2022 |
15-12G 1 d349697d1512g.htm 15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-39396 Pershing Square Tontine Holding |
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| July 26, 2022 |
PSTH / Pershing Square Tontine Holdings Ltd / GUGGENHEIM CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Pershing Square Tontine Holdings, Ltd. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71531R109 (CUSIP Number) July 26, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| July 26, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on August 08, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| July 12, 2022 |
Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination New York, July 11, 2022 ? Pershing Square Tontine Holdings, Ltd. (the ?Company?) (NYSE: PSTH, PSTH.WS), a special purpose acquisition company, today announced that it will redeem all of its outstanding shares of Class A common stock (the ?public shares?), effect |
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| July 12, 2022 |
Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders Exhibit 99.2 Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders New York, July 11, 2022 //- Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) CEO Bill Ackman today issued the following letter: Dear Pershing Square Tontine Holdings, Ltd. Shareholder, On July 22, 2020, Pershing Square Tontine Holdings, Ltd. completed a $4 billion IPO on the New York Stock Exchange. We designed P |
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| July 12, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2022 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation) Co |
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| May 6, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number: 001-39396 PER |
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| April 29, 2022 |
Exhibit 99.1 Pershing Square SPARC Holdings, Ltd. Notes the Withdrawal of a New York Stock Exchange Proposed Rule Change April 28, 2022, New York //- Pershing Square SPARC Holdings, Ltd. (?SPARC?), an affiliate of Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH), notes the withdrawal of the New York Stock Exchange?s proposed amendment to its listing rules that would have allowed SPARC warrants ( |
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| April 29, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 28, 2022 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in charter) Delaware 001-39396 85-0930174 (State or other jurisdiction of incorporation) C |
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| March 4, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File |
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| March 3, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number: 001-39396 |
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| March 2, 2022 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number 005-91594 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form N-SAR ? Form N-CAR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-Q ? Transition R |
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| February 14, 2022 |
PSTH / Pershing Square Tontine Holdings Ltd / GUGGENHEIM CAPITAL LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Pershing Square Tontine Holdings, Ltd. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71531R109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the approp |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1 ? Exit Filing)* Under the Securities Exchange Act of 1934 Pershing Square Tontine Holdings, Ltd. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71531R109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Chec |
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| February 11, 2022 |
PSTH / Pershing Square Tontine Holdings Ltd / BAUPOST GROUP LLC/MA - NONE Passive Investment Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 01)* Pershing Square Tontine Holdings, Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 71531R109 (CUSIP Number) Calendar Year 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t |
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| January 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Pershing Square Tontine Holdings, Ltd (Name of Issuer) COM (Title of Class of Securities) 71531R109 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| November 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 24, 2021 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in charter) Delaware 001-39396 85-0930174 (State or other jurisdiction of incorporation |
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| November 19, 2021 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 18, 2021 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation |
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| November 19, 2021 |
Excerpt of Transcript of Pershing Square Capital Management, L.P.?s (?PSCM?) Third Quarter 2021 Investor Call November 18, 2021 [William Ackman, Chief Executive Officer of PSCM, speaking] I?m going to focus our time remaining on the call to talk about PSTH, or Pershing Square Tontine. So I?ve already obviously talked about it and it?s been widely covered in the press that our intended transaction |
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| November 15, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number: 001-39396 |
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| August 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 24, 2021 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation) |
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| August 25, 2021 |
Pershing Square Tontine Holdings, Ltd. Releases Excerpt from Pershing Square Holdings, Ltd. Report Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. Releases Excerpt from Pershing Square Holdings, Ltd. Report Pershing Square Tontine Holdings, Ltd. (?PSTH?) The market value of SPACs in general and PSTH, in particular, declined since the beginning of the year, which along with PSTH?s failure to consummate the Universal Music Group transaction likely contributed to PSTH?s stock price declining t |
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| August 23, 2021 |
Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders New York, August 19, 2021 //- Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) CEO Bill Ackman today issued the following letter. August 19, 2021 Dear Pershing Square Tontine Holdings, Ltd. Shareholder, A purported shareholder filed a lawsuit on August 17th claiming that PSTH has been operating as an illegal inve |
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| August 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 19, 2021 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation) |
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| August 13, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES E XCHANGE ACT OF 1934 For the transition period from to Commission File number: 001-39396 PER |
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| July 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Name Of Subject Company (Issuer) And Filing Person (Offeror)) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71531R109 (CUSIP N |
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| July 21, 2021 |
Press Release, dated July 19, 2021. Exhibit (a)(5)(vii) Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders NEW YORK //- Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) CEO Bill Ackman today issued the following letter. July 19, 2021 Dear PSTH Shareholder, Yesterday, our board of directors unanimously determined not to proceed with the Universal Music Group transaction, and to assign our share purchase agreemen |
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| July 21, 2021 |
Press Release, dated July 19, 2021. Exhibit (a)(5)(vii) Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders NEW YORK //- Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) CEO Bill Ackman today issued the following letter. July 19, 2021 Dear PSTH Shareholder, Yesterday, our board of directors unanimously determined not to proceed with the Universal Music Group transaction, and to assign our share purchase agreemen |
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| July 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (Amendment No. 1) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Name Of Subject Company (Issuer) And Filing Person (Offeror)) Redeemable Warrants (Title of Class of Securities) 71531R117 (CUSIP Number of Redeemable Warrants) |
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| July 19, 2021 |
Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders NEW YORK //- Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) CEO Bill Ackman today issued the following letter. July 19, 2021 Dear PSTH Shareholder, Yesterday, our board of directors unanimously determined not to proceed with the Universal Music Group transaction, and to assign our share purchase agreement to Pe |
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| July 19, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 18, 2021 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation |
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| July 19, 2021 |
Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders NEW YORK //- Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) CEO Bill Ackman today issued the following letter. July 19, 2021 Dear PSTH Shareholder, Yesterday, our board of directors unanimously determined not to proceed with the Universal Music Group transaction, and to assign our share purchase agreement to Pe |
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| July 19, 2021 |
Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. Releases Letter to Shareholders NEW YORK //- Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) CEO Bill Ackman today issued the following letter. July 19, 2021 Dear PSTH Shareholder, Yesterday, our board of directors unanimously determined not to proceed with the Universal Music Group transaction, and to assign our share purchase agreement to Pe |
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| July 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Name Of Subject Company (Issuer) And Filing Person (Offeror)) Redeemable Warrants (Title of Class of Securities) 71531R117 (CUSIP Number of Class A Common Stock) William A. Ackman |
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| July 19, 2021 |
Exhibit 10.1 ASSIGNMENT AGREEMENT This ASSIGNMENT AGREEMENT (this ?Agreement?) is made on July 18, 2021 by and among Pershing Square Tontine Holdings, Ltd. a Delaware corporation (?PSTH?) on the one hand, and Pershing Square Holdings, Ltd., a Guernsey limited liability company (?PSH?), Pershing Square L.P. a Delaware limited partnership (?PSLP?), Pershing Square International, Ltd, a Cayman Island |
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| July 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Name Of Subject Company (Issuer) And Filing Person (Offeror)) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71531R109 (CUSIP Number of Class A C |
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| July 19, 2021 |
Exhibit 10.2 INDEMNITY ASSUMPTION This INDEMNITY ASSUMPTION (this ?Assumption?) is made on July 18, 2021 by and among Pershing Square Tontine Holdings, Ltd. a Delaware corporation (?PSTH?), on the one hand, and Pershing Square Holdings, Ltd., a Guernsey limited liability company (?PSH?), Pershing Square L.P. a Delaware limited partnership (?PSLP?), Pershing Square International, Ltd, a Cayman Isla |
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| July 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Name Of Subject Company (Issuer) And Filing Person (Offeror)) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71531R109 (CUSIP Number of Class A C |
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| July 8, 2021 |
Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. Exhibit (a)(1)(iii) Offer To Redeem For Cash All Outstanding Shares of Class A Common Stock of PERSHING SQUARE TONTINE HOLDINGS, LTD. |
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| July 8, 2021 |
Form of Redemption Offer Letter of Transmittal (including IRS Form W-9) Exhibit (a)(1)(ii) REDEMPTION OFFER LETTER OF TRANSMITTAL To Tender Shares of Class A Common Stock Of PERSHING SQUARE TONTINE HOLDINGS, LTD. |
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| July 8, 2021 |
Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees. Exhibit (a)(1)(iii) Offer To Exchange Any and All Outstanding Redeemable Warrants For Shares of Class A Common Stock of PERSHING SQUARE TONTINE HOLDINGS, LTD. |
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| July 8, 2021 |
Opinion of Perella Weinberg Partners LP, dated June 19, 2021. Exhibit C 767 Fifth Avenue New York, NY 10153 T 212.287.3200 F 212.287.3201 pwpartners.com June 19, 2021 The Board of Directors Perishing Square Tontine Holdings, Ltd. 787 Eleventh Avenue, Ninth Floor New York, NY 10019 Members of the Board of Directors: We understand that Pershing Square Tontine Holdings, Ltd., a blank check company incorporated under the laws of the State of Delaware (?Buyer?), |
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| July 8, 2021 |
Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. Exhibit (a)(1)(iv) Offer To Exchange Any and All Outstanding Redeemable Warrants For Shares of Class A Common Stock of PERSHING SQUARE TONTINE HOLDINGS, LTD. |
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| July 8, 2021 |
Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees. Exhibit (a)(1)(iv) Offer To Redeem For Cash All Outstanding Shares of Class A Common Stock of PERSHING SQUARE TONTINE HOLDINGS, LTD. |
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| July 8, 2021 |
Form of Exchange Offer Letter of Transmittal (including IRS Form W-9) Exhibit (a)(1)(ii) EXCHANGE OFFER LETTER OF TRANSMITTAL AND CONSENT To Exchange Any and All Outstanding Redeemable Warrants Of PERSHING SQUARE TONTINE HOLDINGS, LTD. |
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| July 8, 2021 |
Opinion of Perella Weinberg Partners LP, dated June 19, 2021. Exhibit C 767 Fifth Avenue New York, NY 10153 T 212.287.3200 F 212.287.3201 pwpartners.com June 19, 2021 The Board of Directors Perishing Square Tontine Holdings, Ltd. 787 Eleventh Avenue, Ninth Floor New York, NY 10019 Members of the Board of Directors: We understand that Pershing Square Tontine Holdings, Ltd., a blank check company incorporated under the laws of the State of Delaware (?Buyer?), |
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| July 8, 2021 |
Offer to Exchange, dated July 8, 2021. Table of Contents Exhibit (a)(1)(i) OFFER TO EXCHANGE PERSHING SQUARE TONTINE HOLDINGS, LTD. |
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| July 8, 2021 |
Offer to Redeem, dated July 8, 2021. Table of Contents Exhibit (a)(1)(i) OFFER TO REDEEM PERSHING SQUARE TONTINE HOLDINGS, LTD. |
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| July 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Name Of Subject Company (Issuer) And Filing Person (Offeror)) Redeemable Warrants (Title of Class of Securities) 71531R 117 (CUSIP Number of Redeemable Warrants) William A. Ackman |
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| June 28, 2021 |
Exhibit 99.1 Page 1 of 11 Transcript of Universal Music Group Management Video for PSTH Shareholders Sir Lucian Grainge Make no mistake about it: the performance is exceptional. Text Graphic 10 of the Top 10 Global Artists of 2020 4 of the Top 5 Artists of 2020 on Spotify UMG Artists Streamed > 4 Trillion Times Revenue + 45% Over the Last 5 Years Sir Lucian Grainge Chairman & CEO, Universal Music |
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| June 28, 2021 |
Exhibit 10.2 EXECUTION VERSION REGISTRATION RIGHTS AGREEMENT by and among UNIVERSAL MUSIC GROUP B.V., PERSHING SQUARE TONTINE HOLDINGS, LTD., and PERSHING SQUARE TH SPONSOR, LLC Dated as of June 20, 2021 TABLE OF CONTENTS Page Section 1. Definitions 2 Section 2. Registration 5 Section 3. Registration Expenses 8 Section 4. Company Information. 8 Section 5. Misstatements; Compliance with Securities |
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| June 28, 2021 |
Exhibit 2.1 EXECUTION SHARE PURCHASE AGREEMENT dated as of June 20, 2021 among VIVENDI S.E. and PERSHING SQUARE TONTINE HOLDINGS, LTD. Table of content 1. Definitions 2 1.1. Definitions 2 1.2. Other defined terms 8 2. Other definitional and interpretative provisions 9 3. Purchase and Sale 10 3.1. Sale Shares 10 3.2. Payment of Purchase Price 10 4. Closing 10 5. Closing actions and deliveries 11 6. |
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| June 28, 2021 |
Music is Universal June 23, 2021 Exhibit 99.3 Agenda Transaction Summary Universal Music Group Overview Music Industry Overview A Shareholder?s Perspective on Future Growth Universal Music Group Valuation Q&A Detailed Transaction Overview What Will PSTH Shareholders Receive? SPARC Warrants to purchase SPARC shares at $20 per share Exercisable only after business combination announced $1bn ? $5bn F |
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| June 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2021 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation |
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| June 28, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2021 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation |
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| June 28, 2021 |
Exhibit 10.1 EXECUTION VERSION June 20, 2021 Via E-mail Pershing Square Tontine Holdings, Ltd. (the ?Company?) 787 Eleventh Avenue, 9th Floor, New York, NY 10019 Re: Certain Matters Related to the Purchase of Ordinary Shares of Universal Music B.V. (the ?Proposed Transaction?) Ladies and Gentlemen: Each of the undersigned agrees to take the actions set forth below their respective names on Annex A |
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| June 28, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2021 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation |
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| June 28, 2021 |
Exhibit 99.2 Pershing Square Tontine Holdings, Inc. Investor Presentation June 23, 2021, 9:00 AM EDT CORPORATE PARTICIPANTS William A. Ackman ? Chief Executive Officer and Chairman of the Board, Pershing Square Tontine Holdings, Inc. Ryan Israel ? Investment Team Member, Pershing Square Capital Management, L.P. Charles Korn ? Investment Team Member, Pershing Square Capital Management, L.P. Feroz Q |
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| June 28, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 25, 2021 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation |
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| June 28, 2021 |
Exhibit 10.3 EXECUTION INDEMNIFICATION AGREEMENT dated as of June 20, 2021 among PERSHING SQUARE TONTINE HOLDINGS, LTD. and VIVENDI S.E Table of content 1. Definitions 2 1.1. Definitions 2 1.2. Other definitional and interpretative provisions 3 2. Indemnification 4 2.1. Scope of the Indemnification 4 2.2. Limitations 6 2.3. Third-Party Beneficiaries 6 2.4. Payments 6 2.5. Sole Remedy 7 3. Represen |
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| June 28, 2021 |
Pershing Square Tontine Holdings, Ltd. Provides Investor Update Exhibit 99.2 Pershing Square Tontine Holdings, Ltd. Provides Investor Update June 25, 2021?New York //? Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) today released a replay of its June 23rd presentation, Music is Universal, on its website www.PSTontine.com. The associated slide deck, transcript, FAQ and transcript of the Universal Music Group video that preceded the presentation are also ava |
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| June 28, 2021 |
Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. Frequently Asked Questions A. Universal Music Group (?UMG?) Transaction 1. Why is PSTH acquiring shares in UMG and not engaging in a traditional de-SPAC merger? PSTH?s goal was to provide our investors with the opportunity to invest in the highest quality opportunity that we could identify in the market. During the course of our negotiations with |
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| June 21, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2021 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation |
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| June 21, 2021 |
Summary Transaction OverviewSummary Transaction Overview Exhibit 99.2 Transaction Overview June 20, 2021Exhibit 99.2 Transaction Overview June 20, 2021 Summary Transaction OverviewSummary Transaction Overview We Set Out to Accomplish the Following Pershing Square Tontine Holdings, Ltd., a Delaware corporation, is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, |
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| June 21, 2021 |
Pershing Square Tontine Holdings, Ltd. Provides Summary of the Transactions Slide Presentation Exhibit 99.3 Pershing Square Tontine Holdings, Ltd. Provides Summary of the Transactions Slide Presentation June 20, 2021 05:05 PM Eastern Daylight Time New York ? Pershing Square Tontine Holdings, Ltd. (NYSE:PSTH) today released a presentation on its website that further describes the transactions announced earlier today. The presentation can be found here. About Pershing Square Tontine Holdings, |
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| June 21, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2021 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation |
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| June 21, 2021 |
Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. (?PSTH?) to Acquire 10% of the Ordinary Shares of Universal Music Group (?UMG?) from Vivendi S.E. for Approximately $4 billion, Representing an Enterprise Value of ?35 Billion UMG Shares to be Distributed to PSTH Shareholders Later this Year PSTH to Remain a Publicly Traded Company ?RemainCo? with Approximately $1.5 billion of Cash and Access to |
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| June 4, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2021 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation) Com |
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| June 4, 2021 |
Press Release, dated June 4, 2021 EX-99.1 Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. (“PSTH”) Confirms Discussions to Acquire 10% of the Ordinary Shares of Universal Music Group (“UMG”) for Approximately $4 billion, Representing an Enterprise Value of €35 Billion PSTH to Distribute the Acquired UMG Shares to PSTH Shareholders Later this Year PSTH to Remain a Publicly Traded Company with $1.5 billion of Cash After the Dist |
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| June 4, 2021 |
Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. (?PSTH?) Confirms Discussions to Acquire 10% of the Ordinary Shares of Universal Music Group (?UMG?) for Approximately $4 billion, Representing an Enterprise Value of ?35 Billion PSTH to Distribute the Acquired UMG Shares to PSTH Shareholders Later this Year PSTH to Remain a Publicly Traded Company with $1.5 billion of Cash After the Distribution |
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| June 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2021 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation) Com |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No.1 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No.1 (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 24, 2021 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Delaware 001-39396 85-0930174 (State or other jurisdiction of incorporation |
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| May 24, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number: 001-39396 PER |
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| May 17, 2021 |
OMB APPROVAL OMB Number: 3235-0058 Estimated average burden hours per response 2.50 SEC FILE NUMBER 001-39396 CUSIP NUMBER 71531R109 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2021 ? Transition Report on |
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| March 31, 2021 |
Exhibit 4.7 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 3,000,000,000 shares of Class A Common Stock, $0.0001 par value, 20,000,000 shares of Class B Common Stock, $0.0001 par value, and 1,000,000 shares of undesignated preferred stock, $0.0001 par value. We sold units in our initial public offering, which co |
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| March 31, 2021 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File number: 001-39396 |
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| February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 12, 2021 |
SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| February 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Pershing Square Tontine Holdings, Ltd. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71531R109 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropria |
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| February 12, 2021 |
Schedule 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. n/a )* Pershing Square Tontine Holdings, Ltd. (Name of Issuer) Common Stock (Title of Class of Securities) 71531R109 (CUSIP Number) Calendar Year 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate |
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| November 12, 2020 |
Indemnity Agreement, dated November 12, 2020, between the Company and Michael Gonnella.(4) 10.19 Exhibit 10.19 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 12, 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Michael Gonnella (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contr |
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| November 12, 2020 |
Form 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 12, 2020 |
Indemnity Agreement, dated November 12, 2020, between the Company and William A. Ackman.(4) 10.18 Exhibit 10.18 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of November 12, 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and William A. Ackman (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company cont |
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| September 11, 2020 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on September 22, 2020, pursuant to the provisions of Rule 12d2-2 (a). |
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| September 8, 2020 |
Pershing Square Tontine Holdings, Ltd. Notes Upcoming Automatic Unit Separation EX-99.1 Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. Notes Upcoming Automatic Unit Separation New York, September 8, 2020 -// Pershing Square Tontine Holdings, Ltd. (“PSTH” or the “Company”) (NYSE:PSTH.U) announced today that, on Friday, September 11, 2020 (the “Unit Separation Date”), the Company’s PSTH.U Units (the “Units”) will no longer trade, and that the Company’s Class A Common Stock |
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| September 8, 2020 |
Financial Statements and Exhibits, Other Events - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 8, 2020 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Exact name of registrant as specified in its charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incor |
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| August 10, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Pershing Square Tontine Holdings, Ltd. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 71531R109 (CUSIP Number) July 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate b |
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| August 3, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| July 30, 2020 |
EX-99.1 Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to the Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Pershing Square Tontine Holdings, Ltd. Opinion on the Financial Statement We have audited the accompanying balance sheet of P |
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| July 30, 2020 |
Financial Statements and Exhibits, Other Events - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 24, 2020 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation |
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| July 28, 2020 |
EX-99.1 Exhibit 99.1 Pershing Square Tontine Holdings, Ltd. Announces $4,000,000,000 Initial Public Offering at $20.00 Per Share New York, July 22, 2020 -// Pershing Square Tontine Holdings, Ltd. (the “Company,” “PSTH” or “We”), a Delaware incorporated newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorga |
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| July 28, 2020 |
EX-10.11 Exhibit 10.11 DIRECTOR FORWARD PURCHASE AGREEMENT This Director Forward Purchase Agreement (this “Agreement”) is entered into as of July 21, 2020, between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Jacqueline Reses (“Purchaser”). RECITALS WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisitio |
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| July 28, 2020 |
Indemnity Agreement, dated July 21, 2020, between the Company and Michael Ovitz. EX-10.15 Exhibit 10.15 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 21, 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Michael Ovitz (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractu |
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| July 28, 2020 |
Indemnity Agreement, dated July 21, 2020, between the Company and Joseph Steinberg. EX-10.17 Exhibit 10.17 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 21, 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Joseph Steinberg (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contra |
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| July 28, 2020 |
Indemnity Agreement, dated July 21, 2020, between the Company and Ben Hakim. EX-10.12 Exhibit 10.12 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 21, 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Ben Hakim (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually |
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| July 28, 2020 |
EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 21, 2020, is made and entered into by and among Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), Pershing Square TH Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signatu |
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| July 28, 2020 |
EX-10.5 Exhibit 10.5 DIRECTOR WARRANT PURCHASE AGREEMENT THIS DIRECTOR WARRANT PURCHASE AGREEMENT, dated as of July 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (“Pershing Square Tontine Holdings”), and Lisa Gersh (the “Purchaser”). WHEREAS, Pershing Square Tontine Holdings is enga |
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| July 28, 2020 |
EX-4.1 Exhibit 4.1 WARRANT AGREEMENT between PERSHING SQUARE TONTINE HOLDINGS, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 21, 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 21, 2020, is by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warran |
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| July 28, 2020 |
EX-10.6 Exhibit 10.6 DIRECTOR WARRANT PURCHASE AGREEMENT THIS DIRECTOR WARRANT PURCHASE AGREEMENT, dated as of July 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (“Pershing Square Tontine Holdings”), and Michael Ovitz (the “Purchaser”). WHEREAS, Pershing Square Tontine Holdings is e |
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| July 28, 2020 |
Indemnity Agreement, dated July 21, 2020, between the Company and Jacqueline Reses. EX-10.16 Exhibit 10.16 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 21, 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Jacqueline Reses (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contra |
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| July 28, 2020 |
EX-10.1 Exhibit 10.1 July 21, 2020 Pershing Square Tontine Holdings, Ltd. 787 Eleventh Avenue, 9th Floor New York, NY 10019 (212) 813-3700 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Pershing Square Tontine Holdings, Ltd. |
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| July 28, 2020 |
EX-10.7 Exhibit 10.7 DIRECTOR WARRANT PURCHASE AGREEMENT THIS DIRECTOR WARRANT PURCHASE AGREEMENT, dated as of July 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (“Pershing Square Tontine Holdings”), and Jacqueline Reses (the “Purchaser”). WHEREAS, Pershing Square Tontine Holdings i |
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| July 28, 2020 |
EX-10.2 Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July 21, 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, Fi |
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| July 28, 2020 |
EX-10.9 Exhibit 10.9 DIRECTOR WARRANT PURCHASE AGREEMENT THIS DIRECTOR WARRANT PURCHASE AGREEMENT, dated as of July 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (“Pershing Square Tontine Holdings”), and The Joseph S and Diane H Steinberg Charitable Trust (the “Purchaser”). WHEREAS, |
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| July 28, 2020 |
EX-1.1 Exhibit 1.1 Pershing Square Tontine Holdings, Ltd. 200,000,000 Units Underwriting Agreement July 21, 2020 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Jefferies LLC 520 Madison Avenue New York, New York 10022 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 As representatives (the “Representatives”) of the several Underwriters named in S |
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| July 28, 2020 |
EX-4.2 Exhibit 4.2 SPONSOR WARRANT AGREEMENT between PERSHING SQUARE TONTINE HOLDINGS, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 21, 2020 TABLE OF CONTENTS Page 1 Appointment of Warrant Agent 2 2 Sponsor Warrant 3 3 Terms and Exercise of Sponsor Warrant 5 4 Adjustments 8 5 Transfer and Exchange of Sponsor Warrant 17 6 Other Provisions Relating to Rights of Holders of Sponsor W |
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| July 28, 2020 |
EX-4.3 Exhibit 4.3 DIRECTOR WARRANT AGREEMENT between PERSHING SQUARE TONTINE HOLDINGS, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July 21, 2020 TABLE OF CONTENTS Page 1 Appointment of Warrant Agent 2 2 Director Warrants 3 3 Terms and Exercise of Director Warrants 5 4 Adjustments 8 5 Transfer and Exchange of Director Warrants 17 6 Other Provisions Relating to Rights of Holders of Di |
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| July 28, 2020 |
Indemnity Agreement, dated July 21, 2020, between the Company and Steve Milankov. EX-10.13 Exhibit 10.13 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 21, 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Steve Milankov (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contract |
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| July 28, 2020 |
Indemnity Agreement, dated July 21, 2020, between the Company and Lisa Gersh. EX-10.14 Exhibit 10.14 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July 21, 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Lisa Gersh (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractuall |
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| July 28, 2020 |
EX-3.1 Exhibit 3.1 BYLAWS OF PERSHING SQUARE TONTINE HOLDINGS, LTD. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s regist |
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| July 28, 2020 |
EX-10.8 Exhibit 10.8 DIRECTOR WARRANT PURCHASE AGREEMENT THIS DIRECTOR WARRANT PURCHASE AGREEMENT, dated as of July 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (“Pershing Square Tontine Holdings”), and Joseph Steinberg (the “Purchaser”). WHEREAS, Pershing Square Tontine Holdings i |
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| July 28, 2020 |
EX-10.4 Exhibit 10.4 SPONSOR WARRANT PURCHASE AGREEMENT THIS SPONSOR WARRANT PURCHASE AGREEMENT, dated as of July 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation ( “Pershing Square Tontine Holdings”), and Pershing Square TH Sponsor, LLC, a Delaware limited liability company (the “Purc |
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| July 28, 2020 |
EX-10.10 Exhibit 10.10 DIRECTOR FORWARD PURCHASE AGREEMENT This Director Forward Purchase Agreement (this “Agreement”) is entered into as of July 21, 2020, between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Michael Ovitz (“Purchaser”). RECITALS WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, |
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| July 28, 2020 |
Financial Statements and Exhibits, Other Events - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2020 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in charter) Delaware 001-39396 83-0930174 (State or other jurisdiction of incorporation |
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| July 23, 2020 |
$4,000,000,000 Pershing Square Tontine Holdings, Ltd. 200,000,000 Units 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-239342 PROSPECTUS $4,000,000,000 Pershing Square Tontine Holdings, Ltd. 200,000,000 Units Pershing Square Tontine Holdings, Ltd., a Delaware corporation, is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or simi |
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| July 20, 2020 |
8-A12B U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PERSHING SQUARE TONTINE HOLDINGS, LTD. (Exact Name of Registrant as Specified in Its Charter) Delaware 85-0930174 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 787 E |
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| July 20, 2020 |
S-1/A As filed with the U.S. Securities and Exchange Commission on July 20, 2020. Registration No. 333-239342 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in its charter) Delaware 6770 85-0930174 (State or Other |
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| July 20, 2020 |
CORRESP 1 filename1.htm Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Jefferies LLC 520 Madison Avenue New York, New York 10022 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 July 20, 2020 VIA EMAIL & EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C |
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| July 20, 2020 |
CORRESP 1 filename1.htm Pershing Square Tontine Holdings, Ltd. 787 Eleventh Avenue, 9th Floor New York, NY 10019 July 20, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporate Finance Office of Real Estate & Construction 100 F Street, N.E. Washington, D.C. 20549 Re: Pershing Square Tontine Holdings, Ltd. Registration Statement on Form S-1 Filed June 22, 2020, as amended File No. |
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| July 20, 2020 |
EX-3.4 Exhibit 3.4 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERSHING SQUARE TONTINE HOLDINGS, LTD. July 16, 2020 Pershing Square Tontine Holdings, Ltd., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Pershing Square Tontine Holdings, Ltd.”. The original certificate of incorporation |
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| July 16, 2020 |
Form of Second Amended and Restated Certificate of Incorporation. EX-3.4 Exhibit 3.4 FORM OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERSHING SQUARE TONTINE HOLDINGS, LTD. July [●], 2020 Pershing Square Tontine Holdings, Ltd., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Pershing Square Tontine Holdings, Ltd.”. The original certificate of incor |
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| July 16, 2020 |
S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on July 16, 2020. Registration No. 333-239342 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in its charter) Delaware 6770 85-09301 |
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| July 16, 2020 |
CORRESP July 16, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D. |
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| July 13, 2020 |
Form of Specimen Redeemable Warrant Certificate.(1) EX-4.4 Exhibit 4.4 WARRANT AGREEMENT between PERSHING SQUARE TONTINE HOLDINGS, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July [●], 2020 THIS WARRANT AGREEMENT (this “Agreement”), dated as of July [●], 2020, is by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warr |
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| July 13, 2020 |
EX-4.5 Exhibit 4.5 SPONSOR WARRANT AGREEMENT between PERSHING SQUARE TONTINE HOLDINGS, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July , 2020 TABLE OF CONTENTS Page 1 Appointment of Warrant Agent 2 2 Sponsor Warrant 3 3 Terms and Exercise of Sponsor Warrant 5 4 Adjustments 8 5 Transfer and Exchange of Sponsor Warrant 17 6 Other Provisions Relating to Rights of Holders of Sponsor War |
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| July 13, 2020 |
S-1/A Table of Contents As filed with the U.S. Securities and Exchange Commission on July 13, 2020. Registration No. 333-239342 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in its charter) Delaware 6770 85-09301 |
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| July 13, 2020 |
EX-4.6 Exhibit 4.6 DIRECTOR WARRANT AGREEMENT between PERSHING SQUARE TONTINE HOLDINGS, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated July , 2020 TABLE OF CONTENTS Page 1 Appointment of Warrant Agent 2 2 Director Warrants 3 3 Terms and Exercise of Director Warrants 5 4 Adjustments 8 5 Transfer and Exchange of Director Warrants 17 6 Other Provisions Relating to Rights of Holders of Dire |
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| July 13, 2020 |
CORRESP 1 filename1.htm July 13, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Re: Pershing Square Tontine Holdings, Ltd. Registration Statement on Form S-1 Filed on June 22, 2020 File No. 333-239342 Ladies and Gentlemen: On behalf of Pershing Square Tontine Holdings, Ltd., a Delaware c |
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| July 13, 2020 |
Form of Registration Rights Agreement among the Registrant and certain security holders. EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July [●], 2020, is made and entered into by and among Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), Pershing Square TH Sponsor, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signat |
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| July 13, 2020 |
Form of Director Forward Purchase Agreement among the Registrant and certain security holders. EX-10.10 Exhibit 10.10 DIRECTOR FORWARD PURCHASE AGREEMENT This Director Forward Purchase Agreement (this “Agreement”) is entered into as of July [●], 2020, between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and [●] (“Purchaser”). RECITALS WHEREAS, the Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock pur |
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| July 13, 2020 |
Form of Underwriting Agreement. EX-1.1 Exhibit 1.1 Pershing Square Tontine Holdings, Ltd. 200,000,000 Units Underwriting Agreement July [·], 2020 Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013 Jefferies LLC 520 Madison Avenue New York, New York 10022 UBS Securities LLC 1285 Avenue of the Americas New York, New York 10019 As representatives (the “Representatives”) of the several Underwriters named in |
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| July 13, 2020 |
EX-10.3 Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of July [●], 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware company (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, F |
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| July 6, 2020 |
Form of Specimen Class A Common Stock Certificate.* EX-4.2 Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] PERSHING SQUARE TONTINE HOLDINGS, LTD. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF PERSHING SQUARE TONTINE HOLDINGS, LTD. (THE “CORPORATION”) tr |
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| July 6, 2020 |
EX-14.1 Exhibit 14.1 PERSHING SQUARE TONTINE HOLDINGS, LTD. Code of Conduct and Ethics I. Introduction The Company requires the highest standards of professional and ethical conduct from its employees, officers and directors. Our reputation for honesty and integrity is key to the success of its business. The Company intends that its business practices will comply with the laws of all of the jurisd |
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| July 6, 2020 |
EX-10.1 Exhibit 10.1 THIS PROMISSORY NOTE (NOTE) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE |
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| July 6, 2020 |
EX-10.2 Exhibit 10.2 July [●], 2020 Pershing Square Tontine Holdings, Ltd. 787 Eleventh Avenue, 9th Floor New York, NY 10019 (212) 813-3700 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Pershing Square Tontine Holdings, Ltd |
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| July 6, 2020 |
Form of Compensation Committee Charter.* EX-99.2 Exhibit 99.2 PERSHING SQUARE TONTINE HOLDINGS, LTD. COMPENSATION COMMITTEE CHARTER I. Purpose The Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), shall have responsibility for the compensation of the Company’s executive officers, including the Company’s Chief Executive Office |
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| July 6, 2020 |
Consent of Joseph S. Steinberg.* EX-99.7 Exhibit 99.7 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form S-1 (the “Registration Statement”) of Pershing Square Tontine Holdings, Ltd. (the “Company”), and any amendments or supplements thereto, as a person about |
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| July 6, 2020 |
Amended and Restated Certificate of Incorporation. EX-3.2 Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PERSHING SQUARE TONTINE HOLDINGS, LTD. July [●], 2020 Pershing Square Tontine Holdings, Ltd., a corporation organized and existing under the laws of the State of Delaware, DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Pershing Square Tontine Holdings, Ltd.”. The original certificate of incorporation of the |
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| July 6, 2020 |
EX-10.6 Exhibit 10.6 SPONSOR WARRANT PURCHASE AGREEMENT THIS SPONSOR WARRANT PURCHASE AGREEMENT, dated as of July [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation ( “Pershing Square Tontine Holdings”), and Pershing Square TH Sponsor, LLC, a Delaware limited liability company (the “Pur |
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| July 6, 2020 |
Form of Director Warrant Purchase Agreement between the Registrant and Purchaser. EX-10.7 Exhibit 10.7 DIRECTOR WARRANT PURCHASE AGREEMENT THIS DIRECTOR WARRANT PURCHASE AGREEMENT, dated as of July [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (“Pershing Square Tontine Holdings”), and [●] (the “Purchaser”). WHEREAS, Pershing Square Tontine Holdings is engaged in |
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| July 6, 2020 |
Form of Audit Committee Charter.* EX-99.1 Exhibit 99.1 PERSHING SQUARE TONTINE HOLDINGS, LTD. AUDIT COMMITTEE CHARTER I. Purpose The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), shall provide assistance to the Board in fulfilling its legal and fiduciary obligations to oversee: (a) the integrity of the financial statement |
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| July 6, 2020 |
Form of Specimen Unit Certificate.* EX-4.1 Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [●] PERSHING SQUARE TONTINE HOLDINGS, LTD. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, ONE-NINTH OF ONE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK AND A CONTINGENT RIGHT TO RECEIVE ADDITIONAL WARRANTS THIS CERTIFIES THAT is the owner of UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK, ONE-NINTH |
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| July 6, 2020 |
EX-3.3 Exhibit 3.3 BYLAWS OF PERSHING SQUARE TONTINE HOLDINGS, LTD. (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s regist |
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| July 6, 2020 |
S-1/A As filed with the U.S. Securities and Exchange Commission on July 6, 2020. Registration No. 333-239342 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in its charter) Delaware 6770 85-0930174 (State or Other |
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| July 6, 2020 |
EX-10.8 Exhibit 10.8 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2020, by and between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and [●] (“Indemnitee”). RECITALS WHEREAS, the Board of Directors of the Company (the “Board”) has determined that it is reasonable, prudent and necessary for the Company contractually to obligate |
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| July 6, 2020 |
EX-10.5 Exhibit 10.5 Pershing Square Tontine Holdings, Ltd. 787 Eleventh Avenue, 9th Floor New York, NY 10019 May 7, 2020 Pershing Square TH Sponsor, LLC 787 Eleventh Avenue, 9th Floor New York, NY 10019 Re: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Pershing Square TH Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 100 shares of Class |
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| July 6, 2020 |
EX-99.5 Exhibit 99.5 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form S-1 (the “Registration Statement”) of Pershing Square Tontine Holdings, Ltd. (the “Company”), and any amendments or supplements thereto, as a person about |
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| July 6, 2020 |
Form of Nominating and Governance Committee Charter.* EX-99.3 Exhibit 99.3 PERSHING SQUARE TONTINE HOLDINGS, LTD. NOMINATING AND GOVERNANCE COMMITTEE CHARTER I. Purpose The Nominating and Governance Committee (the “Committee”) of the Board of Directors of Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), shall (a) identify individuals qualified to become members of the Board of Directors of the Company (the “Board”), con |
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| July 6, 2020 |
Form of Registration Rights Agreement among the Registrant and certain security holders. EX-10.4 Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of July [●], 2020, is made and entered into by and among Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the Company), Pershing Square TH Sponsor, LLC, a Delaware limited liability company (the Sponsor), and the undersigned parties listed under Holder on the signat |
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| July 6, 2020 |
EX-10.9 Exhibit 10.9 FORWARD PURCHASE AGREEMENT This Forward Purchase Agreement (this “Agreement”) is entered into as of June 21, 2020, between Pershing Square Tontine Holdings, Ltd., a Delaware corporation (the “Company”), and Pershing Square, L.P., a Delaware limited partnership, Pershing Square International, Ltd., a Cayman Islands exempted company, and Pershing Square Holdings, Ltd., a Guernse |
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| July 6, 2020 |
EX-99.6 Exhibit 99.6 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form S-1 (the “Registration Statement”) of Pershing Square Tontine Holdings, Ltd. (the “Company”), and any amendments or supplements thereto, as a person about |
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| July 6, 2020 |
EX-99.4 Exhibit 99.4 CONSENT OF DIRECTOR NOMINEE Pursuant to Rule 438 promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Act of 1933, as amended, I hereby consent to be named in the Registration Statement on Form S-1 (the “Registration Statement”) of Pershing Square Tontine Holdings, Ltd. (the “Company”), and any amendments or supplements thereto, as a person about |
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| June 22, 2020 |
S-1 Table of Contents As filed with the U.S. Securities and Exchange Commission on June 22, 2020. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in its charter) Delaware 6770 85-0930174 (State or Other Juris |
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| June 22, 2020 |
CORRESP June 22, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D. |
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| June 22, 2020 |
Certificate of Incorporation.* EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF PERSHING SQUARE TONTINE HOLDINGS, LTD. May 4, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Pershing Square Tontine Holdings, |
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| May 20, 2020 |
DRS 1 filename1.htm Table of Contents As confidentially submitted to the U.S. Securities and Exchange Commission on May 20, 2020. Registration No. 333-[●] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Pershing Square Tontine Holdings, Ltd. (Exact name of registrant as specified in its charter) Delaware 6770 |
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| May 20, 2020 |
CERTIFICATE OF INCORPORATION PERSHING SQUARE TONTINE HOLDINGS, LTD. May 4, 2020 EX-3.1 Exhibit 3.1 CERTIFICATE OF INCORPORATION OF PERSHING SQUARE TONTINE HOLDINGS, LTD. May 4, 2020 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is Pershing Square Tontine Holdings, |
