SPGS.U / Simon Property Group Acquisition Holdings, Inc. Units, each consisting of one share of Class A commo - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

SPGS / Simon Property Group Acquisition Holdings, Inc. / MARSHALL WACE, LLP - SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. Passive Investment

SC 13G/A 1 p23-0407sc13ga.htm SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Simon Property Group Acquisition Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82880R103 (CUSIP Number) December 31, 2022 (D

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

15-12G 1 tm2233257d11512g.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: 001-40084 Simon Property Group Acquisit

EX-99.25

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 December 27, 2022, pursuant to the provisions of Rule 12d2-2 (a).

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Other Events, Submission of Matters to a Vote of Security Holders, 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): December 15, 2022 Simon Property Group Acquisition Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40084 85-4374563 (State or other jurisdiction of

Amendment to the Investment Management Trust Agreement, dated February 18, 2021, by and between the Company and Continental Stock Transfer & Trust Company.

Exhibit 10.1 AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT THIS AMENDMENT TO INVESTMENT MANAGEMENT TRUST AGREEMENT (this ?Amendment Agreement?), dated as of December 15, 2022, is made by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?), and amends that cer

Second Amendment to the Company’s Amended and Restated Certificate of Incorporation

Exhibit 3.2 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. Simon Property Group Acquisition Holdings, Inc. (the ?Corporation?), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HEREBY CERTIFY THAT: 1. Article IX, Section 9.1(b) of the amended and

First Amendment to the Company’s Amended and Restated Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. Simon Property Group Acquisition Holdings, Inc. (the ?Corporation?), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the ?DGCL?), DOES HEREBY CERTIFY THAT: 1. Article IX of the certificate of incorporation

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): November 30, 2022 Simon Property Group Acquisition Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40084 85-4374563 (State or other jurisdiction of

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each exercisable for one Class A common stock at an exercise price of $11.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for U

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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 10, 2022 Simon Property Group Acquisition Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40084 85-4374563 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Required in Proxy Statement Schedule 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use

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 quarterly period ended September 30, 2022 ☐ TRANSITION REPO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

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 quarterly period ended June 30, 2022 OR ☐ 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: 00

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 5, 2022 SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 001-40084 85-4374563 (State or other jurisdictio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Securities of the Company.

SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. DECEMBER 31, 2021 EXHIBIT 4.5 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation, our authorized capital stock consists of 200,000,000 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 p

SPGS / Simon Property Group Acquisition Holdings, Inc. / MARSHALL WACE, LLP - SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. Passive Investment

SC 13G 1 p22-0340sc13g.htm SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Simon Property Group Acquisition Group, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 82880R103 (CUSIP Number) December 31, 2021 (Date of

SPGS / Simon Property Group Acquisition Holdings, Inc. / SPG Sponsor, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Simon Property Group Acquisition Holdings, Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 82880R103 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriat

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

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 (November 17, 2021) Simon Property Group Acquisition Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40084 85-4374563 (State or ot

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40084 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40084 NOTIFICATION OF LATE FILING (Check one): ? Form 10-K ? Form 20-F ? Form 11-K x Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: September 30, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on For

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 10, 2021 (September 8, 2021) Simon Property Group Acquisition Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40084 85-4374563 (State or o

Promissory Note, dated September 8, 2021, issued by Simon Property Group Acquisition Holdings, Inc. to SPG Sponsor, LLC.

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 COMPANY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Results of Operations and Financial Condition

8-K 1 tm2116771d28k.htm FORM 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): May 18, 2021 Simon Property Group Acquisition Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40084 85-4374563 (Sta

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT ? Page Audited Financial Statement of Simon Property Group Acquisition Holdings, Inc.: ? Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 23, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of Simon Property Group Acquisi

Financial Statements and Exhibits

8-K/A 1 tm2116771d18ka.htm FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2021 (February 23, 2021) SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. (Exact name of registrant as specifi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40084 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC File Number: 001-40084 NOTIFICATION OF LATE FILING (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-CEN ¨ Form N-CSR For Period Ended: March 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

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): April 8, 2021 Simon Property Group Acquisition Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40084 85-4374563 (State or other jurisdiction of inco

SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. ANNOUNCES THE SEPARATE TRADING OF ITS CLASS A COMMON STOCK AND WARRANTS, COMMENCING APRIL 12, 2021

Exhibit 99.1 For Immediate Release April 8, 2021 Contact: Investor Relations [email protected] SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. ANNOUNCES THE SEPARATE TRADING OF ITS CLASS A COMMON STOCK AND WARRANTS, COMMENCING APRIL 12, 2021 Indianapolis, April 8, 2021? Simon Property Group Acquisition Holdings, Inc. (the ?Company?) announced that commencing April 12, 2021, holders

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): February 23, 2021 Simon Property Group Acquisition Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40084 85-4374563 (State or other jurisdiction of

INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 INDEX TO FINANCIAL STATEMENT ? ? ? Page ? Audited Financial Statement of Simon Property Group Acquisition Holdings, Inc.: ? ? ? ? ? ? ? Report of Independent Registered Public Accounting Firm ? ? ? ? F-2 ? ? Balance Sheet as of February 23, 2021 ? ? ? ? F-3 ? ? Notes to Financial Statement ? ? ? ? F-4 ? ? F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders

Warrant Agreement, dated February 18, 2021, between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to the Exhibit 4.1 filed with the Company’s current report on Form 8-K filed by the Registrant on February 23, 2021).

Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of February 18, 2021 is by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?). WHEREAS, on February 18, 2021, the Company entered into that certain Private P

Indemnification Agreement, dated February 18, 2021, between the Company and Scarlett O’Sullivan.

Exhibit 10.10 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the ?Company?), and Scarlett O'Sullivan (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for t

Registration Rights Agreement, dated February 18, 2021, among the Company, the Sponsor and certain other security holders named therein.

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of February 18, 2021, is made and entered into by and among Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the ?Company?), SPG Sponsor, LLC, a Delaware Limited Liability Company (the ?Sponsor?), and the undersigned parties listed under Holder on the signature pages h

Letter Agreement, dated February 18, 2021, among the Company, its officers and directors and the Sponsor.

Exhibit 10.1 February 18, 2021 Simon Property Group Acquisition Holdings, Inc. 225 West Washington Street Indianapolis, IN 46204 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?) entered into or proposed to be entered into by and Simon Property Group Acquisit

Underwriting Agreement, dated February 18, 2021, between the Company and Goldman Sachs & Co. LLC, as the underwriter.

Exhibit 1.1 Simon Property Group Acquisition Holdings, Inc. 30,000,000 Units Underwriting Agreement February 18, 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 As Underwriter, Ladies and Gentlemen: Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated in this agreement (this ?Agreeme

Administrative Services Agreement, dated February 18, 2021, between the Company and the Sponsor.

Exhibit 10.13 SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. 225 West Washington Street Indianapolis, IN 46204 February 18, 2021 Simon Property Group Administrative Services Partnership, L.P. 225 West Washington Street Indianapolis, IN 46204 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Simon Property Group Acquisition Holdings, Inc., a Delaware

Indemnification Agreement, dated February 18, 2021, between the Company and Stanley Shashoua.

Exhibit 10.8 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the ?Company?), and Stanley Shashoua (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the C

Amended and Restated Certificate of Incorporation (incorporated by reference to the Exhibit 3.1 filed with the Company’s current report on Form 8-K filed by the Registrant on February 23, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. February 19, 2021 SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC., 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 ?Simon Property Group Acquisition Holdings, Inc.?. The original certificate

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, 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): February 18, 2021 Simon Property Group Acquisition Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware 001-40084 85-4374563 (State or other jurisdiction of

SIMON PROPERTY GROUP aCQUISITION hOLDINGS, iNC. announces pricing of $300,000,000 Initial public offering

Exhibit 99.1 For Immediate Release February 18, 2021 Contact: Investor Relations [email protected] SIMON PROPERTY GROUP aCQUISITION hOLDINGS, iNC. announces pricing of $300,000,000 Initial public offering Indianapolis, February 18, 2021?Simon Property Group Acquisition Holdings, Inc. (the ?Company?) today announced the pricing of its initial public offering of 30,000,000 units at $

Investment Management Trust Agreement, dated February 18, 2021, between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to the Exhibit 10.2 filed with the Company’s current report on Form 8-K filed by the Registrant on February 23, 2021).

Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation (the ?Trustee?). WHEREAS, the Company?s registration statement on Form

Indemnification Agreement, dated February 18, 2021, between the Company and Eli Simon.

Exhibit 10.6 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the ?Company?), and Eli Simon (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Company

Indemnification Agreement, dated February 18, 2021, between the Company and Steven Fivel.

Exhibit 10.9 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the ?Company?), and Steven Fivel (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Compa

Indemnification Agreement, dated February 18, 2021, between the Company and Brian McDade. (1)

Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the ?Company?), and Brian McDade (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Compa

Indemnification Agreement, dated February 18, 2021, between the Company and David Simon.

Exhibit 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the ?Company?), and David Simon (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Compan

Private Placement Warrants Purchase Agreement, dated February 18, 2021, between the Company and the Sponsor.

Exhibit 10.4 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of February 18, 2021 (this ?Agreement?), is entered into by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the ?Company?), and SPG Sponsor, LLC, a Delaware limited liability company (the ?Purchaser?). WHEREAS, the Company intends to consummat

SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. COMPLETES $345 MILLION INITIAL PUBLIC OFFERING

Exhibit 99.2 For Immediate Release February 23, 2021 Contact: Investor Relations [email protected] SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. COMPLETES $345 MILLION INITIAL PUBLIC OFFERING Indianapolis, February 23, 2021? Simon Property Group Acquisition Holdings, Inc. (the ?Company?) today announced the closing of its initial public offering of 34,500,000 units, including the

Indemnification Agreement, dated February 18, 2021, between the Company and Ben Weprin.

Exhibit 10.12 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the ?Company?), and Ben Weprin (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Compan

Indemnification Agreement, dated February 18, 2021, between the Company and Bippy Siegal.

Exhibit 10.11 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made as of February 18, 2021 by and between Simon Property Group Acquisition Holdings, Inc. a Delaware corporation (the ?Company?), and Bippy Siegal (?Indemnitee?). RECITALS WHEREAS, the Board of Directors of the Company (the ?Board?) has determined that it is reasonable, prudent and necessary for the Comp

$300,000,000 Simon Property Group Acquisition Holdings, Inc. 30,000,000 Units

TABLE OF CONTENTS  Filed pursuant to Rule 424(b)(4)  Registration No. 333- 252586 PROSPECTUS $300,000,000 Simon Property Group Acquisition Holdings, Inc. 30,000,000 Units Simon Property Group Acquisition Holdings, Inc. is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with

- 8-A12B

8-A12B 1 a21-203488a12b.htm 8-A12B As filed with the Securities and Exchange Commission on February 17, 2021 UNITED STATES 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 SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. (Exact Name of Registrant as specified

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SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. 225 West Washington Street Indianapolis, IN 46204 February 17, 2021 VIA EDGAR Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman James Lopez Simon Property Group Acquisition Holdings, Inc. Registration Statement on Form S-1 (File No. 333-252586) Dear Ladies and Gentle

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Goldman Sachs & Co. LLC 200 West Street New York, New York 10282 February 17, 2021 VIA EMAIL & EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: Simon Property Group Acquisition Holdings, Inc. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-252586) Dear Mr. Schiffman: In accordan

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CORRESP 1 filename1.htm Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 February 12, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman James Lopez Division of Corporate Finance Office of Real Estate and Construction Simon Property G

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [], 2021 is by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?). WHEREAS, on [], 2021, the Company entered into that certain Private Placement W

- S-1/A

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 12, 2021. Registration No. 333-252586? ? ? 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 Simon Property Group Acquisition Holdings, Inc. (Exact name of registrant as specified in its charter) ? Delaware

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant

Exhibit 10.3 FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021 by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”). WHEREAS, the Company’s registration statement on Form

- S-1/A

S-1/A 1 tm212034-4s1a.htm S-1/A TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on February 8, 2021. Registration No. 333-252586 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 Simon Property Group Acquisition Holdings, Inc. (Exact name of registrant as specified

Form of Administrative Services Agreement, by and between the Registrant and our sponsor

EX-10.8 13 tm212034d5ex10-8.htm EXHIBIT 10.8 Exhibit 10.8 SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. 225 West Washington Street Indianapolis, IN 46204 [ ], 2021 Simon Property Group Administrative Services Partnership, L.P. 225 West Washington Street Indianapolis, IN 46204 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Simon Property Group Acq

Form of Specimen Unit Certificate

EX-4.1 4 tm212034d5ex4-1.htm EXHIBIT 4.1 Exhibit 4.1 NUMBER OF UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [] SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-FIFTH OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (

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CORRESP 1 filename1.htm Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 February 8, 2021 CONFIDENTIAL VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman James Lopez Division of Corporate Finance Office of Real Estate and Construction Simon Property Gr

Form of Amended and Restated Certificate of Incorporation

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. [], 2021 SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC., 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 “Simon Property Group Acquisition Holdings, Inc.”. The original certificate of incorp

Form of Registration Rights Agreement between the Registrant and certain security holders

Exhibit 10.4 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February [ ], 2021, is made and entered into by and among Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), SPG Sponsor, LLC, a Delaware Limited Liability Company (the “Sponsor”), and the undersigned parties listed under Holder on the signatur

Form of Underwriting Agreement

Exhibit 1.1 Simon Property Group Acquisition Holdings, Inc. 30,000,000 Units Underwriting Agreement [●], 2021 Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 As Underwriter, Ladies and Gentlemen: Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to

Form of Specimen Class A Common Stock Certificate

EX-4.2 5 tm212034d5ex4-2.htm EXHIBIT 4.2 Exhibit 4.2 NUMBER C- [] SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. 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 SIMON PROPERTY GROUP A

Form of Indemnity Agreement

EX-10.7 12 tm212034d5ex10-7.htm EXHIBIT 10.7 Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [ ], 2021 by and between Simon Property Group Acquisition Holdings, Inc. 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

Form of Private Placement Purchase Warrants Agreement between the Registrant and our sponsor

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is entered into by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and SPG Sponsor, LLC, a Delaware limited liability company (the “Purchaser”). WHEREAS, the Company intends to consummate an ini

Form of Letter Agreement among the Registrant and the Registrant’s officers and directors and our sponsor

Exhibit 10.2 [], 2021 Simon Property Group Acquisition Holdings, Inc. 225 West Washington Street Indianapolis, IN 46204 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”) entered into or proposed to be entered into by and Simon Property Group Acquisition Holdi

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant

EX-4.4 6 tm212034d5ex4-4.htm EXHIBIT 4.4 Exhibit 4.4 FORM OF WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2021 is by and between Simon Property Group Acquisition Holdings, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”). WHEREAS, on [], 2021, the Company ente

Securities Subscription Agreement, dated December 28, 2020, between the Registrant and our sponsor

Exhibit 10.5 Simon Property Group Acquisition Holdings, Inc. 225 West Washington Street Indianapolis, Indiana 46204 December 28, 2020 SPG Sponsor, LLC 225 West Washington Street Indianapolis, IN 46204 RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer SPG Sponsor, LLC (the “Subscriber” or “you”) has made to purchase 8,625,000 shares of Class B common sto

Promissory Note, dated December 28, 2020, issued in favor of our sponsor

EX-10.1 5 tm212034d3ex10-1.htm EXHIBIT 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

Consent of Bippy Siegal

Exhibit 99.2 CONSENT OF DIRECTOR NOMINEE In connection with the filing by Simon Property Group Acquisition Holdings, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Simo

Bylaws (incorporated by reference to Exhibit 3.3 filed with the Company’s registration statement on Form S-1 filed by the Registrant on February 8, 2021).

Exhibit 3.3 BY LAWS OF Simon property group acquisition holdings, inc. (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 regi

Power of Attorney (included in the signature page hereto)

TABLE OF CONTENTS As filed with the U.S. Securities and Exchange Commission on January 29, 2021. Registration No. 333-     UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Simon Property Group Acquisition Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction

Consent of Scarlett O’Sullivan

EX-99.1 8 tm212034d3ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 CONSENT OF DIRECTOR NOMINEE In connection with the filing by Simon Property Group Acquisition Holdings, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as

Consent of Ben Weprin

EX-99.3 10 tm212034d3ex99-3.htm EXHIBIT 99.3 Exhibit 99.3 CONSENT OF DIRECTOR NOMINEE In connection with the filing by Simon Property Group Acquisition Holdings, Inc. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named a

Certificate of Incorporation

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF SIMON PROPERTY GROUP ACQUISITION HOLDINGS, INC. December 17, 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 Simon Property Group Acqu

As submitted confidentially to the U.S. Securities and Exchange Commission on January 8, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly

TABLE OF CONTENTS As submitted confidentially to the U.S. Securities and Exchange Commission on January 8, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333-????? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGIST