The SPARC warrants will remove the two-year "shot clock" for a sponsor to complete a transaction.

Judge as of 2021-08-19, against the SPARC (Pershing Square SPARC Holdings) structure as described in its filings. The test is whether the SPARC structure has no two-year (24-month) deadline by which the sponsor must complete a transaction, unlike a standard SPAC. True: the SPARC's S-1 or registration documents, or the SEC-approved structure, show no two-year deadline for completing a transaction. Mostly true: the two-year deadline is removed but replaced by some other, materially different time limit (for example a longer one) that the statement glossed over. Mixed: the deadline is only partly removed (for example it still applies in some circumstances). Mostly false: a similar deadline remains under a different label. False: the documents impose a two-year deadline to complete a transaction.

Set before the research began.

1. E1 [PDF] Pershing Square Capital Management, L.P. 787 Eleventh Avenue ... U.S. Securities and Exchange Commission (comment letter filed by Pershing Square Capital Management, L.P.) · 26 September 2021 Own record

   “SPARC warrants have a proposed 10-year term. While it is our intent to complete a high quality, shareholder-value-creating transaction for SPARC as promptly as practicable, the 10-year term will effectively eliminate any perceived or real negotiating leverage for a transaction counterparty compared with the two-year shot clock of the typical SPAC.”

2. E2 Pershing Square SPARC Holdings, Ltd. - SEC.gov U.S. Securities and Exchange Commission (Rule 424(b)(3) prospectus of Pershing Square SPARC Holdings, Ltd.) · 29 September 2023 Own record

   ““Closing Deadline” are to the date that is 10 months from the start of the SPAR Holder Election Period, at which time we will be required to return the funds held in the Custodial Account and liquidate our company if we have not abandoned or consummated our business combination prior thereto;”

3. E3 Pershing Square SPARC Holdings, Ltd. - SEC.gov U.S. Securities and Exchange Commission (Rule 424(b)(3) prospectus of Pershing Square SPARC Holdings, Ltd.) · 29 September 2023 Own record

   “This longer term will significantly reduce the perceived deadline pressure to complete a transaction that SPACs face prior to their expiration (typically not more than two years after their IPO), thereby improving SPARC’s negotiating leverage.”

Pershing Square's SEC comment letter (E1) describes a proposed 10-year SPARC warrant term in place of the typical SPAC's two-year shot clock. The later SPARC prospectus (E3) likewise describes a "longer term" that reduces the deadline pressure SPACs face. So the two-year deadline is gone, but a different time limit takes its place. Under the criteria that makes this mostly true: the 10-year term is one such limit. A later prospectus from September 2023 (E2) also sets a Closing Deadline requiring the company to liquidate 10 months after the SPAR holder election period begins; the material does not show this term was part of the structure in August 2021. The statement does not mention either limit.