Claims

Factual · Their own work or organisation

“SPARC has no underwriting fees, shareholder warrants or founder stock, nor is there a short timeframe to identify a transaction (we have 10 years to execute a deal).”

Bill Ackman, letter to PSH shareholders · 2024 · Bill Ackman's Pershing Square 2023 Annual Letter: A Review (GuruFocus)

SPARC has no underwriting fees, shareholder warrants or founder stock, and has 10 years to execute a deal.

Mostly true True in substance, wrong in a detail.

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 as of 2024, against Pershing Square SPARC Holdings' SEC filings (S-1/prospectus, 10-K). The claim has four parts: no underwriting fees, no shareholder warrants, no founder (sponsor) stock, and 10 years to complete a deal. True: the filings confirm all four. Mostly true: all four hold in substance but with a minor detail, such as a sponsor that holds only warrants bought at market value rather than free founder shares, or a deal window described a little differently from exactly 10 years. Mixed: two or three parts hold. Mostly false: only one part holds. False: none holds, for example the filings show underwriting fees, warrants for shareholders and founder shares, and a short deadline.

Evidence

1. Pershing Square SPARC Holdings, Ltd. Announces Launch and SPAR Distribution Business Wire (issued by Pershing Square SPARC Holdings, Ltd.) · 29 September 2023 Own record

   “SPARC transactions do not incur underwriting fees or involve the issuance of IPO Warrants, minimizing the frictional costs of going public and simplifying the equity capital structure of the newly-public company.”

2. 10-K U.S. Securities and Exchange Commission (filed by Pershing Square SPARC Holdings, Ltd.) Own record

   “The Expected Time to Complete a Deal considers the Company’s timeframe to consummate a Business Combination with all necessary shareholder and Board approvals to be the midpoint of the remaining time of the 10-year deadline.”

3. Pershing Square SPARC Holdings, Ltd./DE | 10-K | 10-K | Period: 2023-12-31 | Filed: 2024-03-20 U.S. Securities and Exchange Commission (filed by Pershing Square SPARC Holdings, Ltd.) · 20 March 2024 Own record

   ““Sponsor Shares” are to the shares of Common Stock purchased by our Sponsor;”

4. Pershing Square SPARC Holdings, Ltd./DE | 10-K | 10-K | Period: 2023-12-31 | Filed: 2024-03-20 U.S. Securities and Exchange Commission (filed by Pershing Square SPARC Holdings, Ltd.) · 20 March 2024 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;”

Reasoning

SPARC's official launch announcement [E1] says SPARC transactions do not incur underwriting fees or involve IPO warrants. The 10-K [E2] refers to a "10-year deadline" for completing a business combination. The FY2023 10-K [E3] says the sponsor does hold "Sponsor Shares", but defines them as shares the sponsor purchased, not free founder stock. The same filing [E4] also sets a 10-month closing deadline that runs from the start of the SPAR holder election period. Each part holds in substance, with minor details on sponsor holdings and how the deal window is described, so the claim is mostly true.

Cite this claim

Bill Ackman, “SPARC has no underwriting fees, shareholder warrants or founder stock, and has 10 years to execute a deal.” (said 2024). Verdict: mostly true. Reliability API, claim c_99bdbee27bd8, method 0.1.0+c876030c. https://epistacklabs.com/claims/c_99bdbee27bd8