SPARC will have no shareholder warrants or underwriting fees and only common stock outstanding, other than 20% out-of-the-money Sponsor and Director Warrants on 5.21% of the post-transaction company.
Unresolvable The public record could not settle it.
Promise: Commitments to the person's or organisation's own future action, with something to deliver: was it delivered?
The second judge would not resolve this claim; the verdict shown is the first judge's.
The evidence is the person's or their organisation's own records.
Said for an organisation they lead or work for; it counts on both records.
What would count as true or false
Judge against SPARC's capital structure as set out in its effective registration statement or prospectus and its later SEC filings. SPARs (the subscription rights distributed to PSTH holders) do not count as shareholder warrants. TRUE: SPARC issued no warrants to public shareholders, paid no underwriting fees, and had only common stock outstanding apart from Sponsor and Director Warrants that are 20% out-of-the-money and cover about 5.21% of the post-transaction company. MOSTLY TRUE: the same, except that the size of the sponsor/director warrants (or their strike premium) differs slightly from 5.21% (or 20%). MIXED: one of the main features (no shareholder warrants, no underwriting fees, only common stock) failed and the others held. MOSTLY FALSE: two of those features failed. FALSE: SPARC issued shareholder warrants, paid underwriting fees and had other classes of securities.
Set before the research began.
Evidence (3)
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E1 Pershing Square SPARC Holdings, Ltd. - SEC.gov U.S. Securities and Exchange Commission (EDGAR), filed by Pershing Square SPARC Holdings, Ltd. · 29 September 2023 Own record
“and (iii) 20% out-of-the-money Sponsor Warrants (for which the Sponsor has paid fair market value) and Advisor Warrants.”
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E2 10-K U.S. Securities and Exchange Commission (EDGAR), filed by Pershing Square SPARC Holdings, Ltd. Own record
“Our Sponsor Warrants and Advisor Warrants will not be dilutive until the share price of the post-combination company increases by 20% above the Final Exercise Price, and the maximum dilutive impact upon conversion of the Sponsor Warrants approaches 4.95% (or 5.104%, including the Advisor Warrants)”
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E3 Annual Investor Presentation Pershing Square Holdings, Ltd. (Pershing Square Capital Management) · 8 February 2024 Own record
“Pure common stock capital structure other than 20% out-of-the-money warrants on up to 4.95% of shares outstanding for the Pershing Square funds and up to 0.154% for SPARC’s advisory board (up to 5.1% in total)”
Reasoning
The evidence shows a common stock structure apart from 20% out-of-the-money sponsor and advisor warrants of up to about 5.1% (E3, E4). None of the evidence items addresses whether SPARC paid underwriting fees, which the criteria require for any verdict.
Cite this claim
Bill Ackman, “SPARC will have no shareholder warrants or underwriting fees and only common stock outstanding, other than 20% out-of-the-money Sponsor and Director Warrants on 5.21% of the post-transaction company.” (said 2022). Verdict: unresolvable. Reliability API, claim c_0d75d45c7d0d, method 0.1.0+c876030c, dataset release v1.1.2. https://epistacklabs.com/claims/c_0d75d45c7d0d
This claim is in dataset release v1.1.2, with the same verdict.
Reply to this claim
More promise claims by Bill Ackman
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Mixed
“If the subscription warrant listing rule is approved and SPARC’s registration statement is declared effective by the SEC, we intend to distribute SPARs to PSTH shareholders and warrant holders later…”
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Mixed
“As a result of the above, PSTH shareholders will receive $20 per share in cash and one SPARC warrant for each share that they own.”
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Resolved true
“In the combined offering, investors in the IPO of PSUS will receive shares in PSI for no additional consideration.”
Verdicts are made automatically; how verdicts are made.