Initial Statement of Beneficial Ownership (Form 3)

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * Pershing Square Capital Management, L.P. 2. Date of Event Requiring Statement (Month/Day/Year) 07/16/2024 3. Issuer Name and Ticker or Trading Symbol Pershing Square SPARC Holdings, Ltd./DE [N/A] (Last) (First) (Middle) 787 ELEVENTH AVENUE, 9TH FLOOR 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed (Month/Day/Year) (Street) NEW YORK, NY 10019 6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5) Common Stock 422,533(5) I See footnotes(1)(2)(3)(4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Forward Purchase Shares	(6)(7)	(6)(7)	See footnotes(6)(7)	250,000(6)(7)	(6)(7)	I	See footnotes(1)(2)(3)(4)
Forward Purchase Shares (Right to buy)	(8)(9)	(8)(9)	See footnotes(8)(9)	3,250,000(8)(9)	(8)(9)	I	See footnotes(1)(2)(3)(4)
Sponsor Warrants	(10)(11)	(10)(11)	See footnotes(10)(11)	(10)(11)	(10)(11)	I	See footnotes(1)(2)(3)(4)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Pershing Square Capital Management, L.P. 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK, NY 10019	X	X
PSCM GP, LLC 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK, NY 10019	X	X
PERSHING SQUARE INC. 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK, NY 10019	X	X
Pershing Square Partner Group LLC 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK, NY 10019	X	X
Pershing Square Management, LLC 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK, NY 10019	X	X
ACKMAN WILLIAM A 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK, NY 10019	X	X	Chief Executive Officer

Signatures

PERSHING SQUARE CAPITAL MANAGEMENT, L.P., By: /s/ William A. Ackman, Authorized Signatory		11/05/2026
**Signature of Reporting Person		Date
PSCM GP, LLC, By: /s/ William A. Ackman, Authorized Signatory		11/05/2026
**Signature of Reporting Person		Date
PERSHING SQUARE INC., By: /s/ William A. Ackman, Chief Executive Officer and Chairman of the Board		11/05/2026
**Signature of Reporting Person		Date
PERSHING SQUARE PARTNER GROUP, LLC, By: PERSHING SQUARE MANAGEMENT, LLC, its Managing Member, By: /s/ William A. Ackman, Member and Chief Executive Officer		11/05/2026
**Signature of Reporting Person		Date
PERSHING SQUARE MANAGEMENT, LLC, By: /s/ William A. Ackman, Member and Chief Executive Officer		11/05/2026
**Signature of Reporting Person		Date
/s/ William A. Ackman		11/05/2026
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 3 is being filed jointly by PSCM GP, LLC, a Delaware limited liability company ("PSCM GP"), Pershing Square Inc., a Nevada corporation ("PS Inc."), Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), Pershing Square Partner Group, LLC, a Delaware limited liability company ("PSPG"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities of the Issuer reported on this Form 3 (the "Subject Securities").
(2)	PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds"). The Pershing Square Affiliated Funds are the members of Pershing Square SPARC Sponsor, LLC, a Delaware limited liability company ("Sponsor"). PSCM is the non-member manager of the Sponsor. PSCM also advises PS SPARC I Master, L.P. ("SPARC Master LP").
(3)	(Continued from Footnote 2) PS Inc. is the holding company of PSCM, and PSCM GP is the general partner of PSCM. ManagementCo holds majority voting power over PS Inc. (including in its capacity as the managing member of PSPG). ManagementCo is governed by its six members, including Mr. Ackman (collectively, the "ManagementCo Members"). Mr. Ackman owns 24.9% of the voting interests of ManagementCo, with the other ManagementCo Members each owning the remainder of the voting interests equally (approximately 15% each), and the approval of a majority of the voting interests is generally required to approve any action of ManagementCo.
(4)	(Continued from Footnote 3) ManagementCo, PSPG, PS Inc., PSCM GP and PSCM may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). By virtue of Mr. Ackman's position as, among other positions, the Chief Executive Officer of PSCM, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons and ManagementCo Members disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
(5)	The 422,533 shares of the Issuer's Common Stock were issued to the Sponsor prior to the Issuer's initial public distribution. The aggregate voting power of the 422,533 shares of Common Stock is equal to 100% of the total voting power of the Issuer's Common Stock outstanding immediately following the initial public distribution.
(6)	Reflects securities acquirable by the Pershing Square Affiliated Funds in connection with that certain committed forward purchase agreement ("Committed Forward Purchase Agreement"), dated September 29, 2023, between the Issuer and the Pershing Square Affiliated Funds. Pursuant to the Committed Forward Purchase Agreement, the Pershing Square Affiliated Funds are obligated to purchase, in one or more private placements to occur simultaneously with the closing of the Issuer's business combination, at least $250,000,000 and up to $1,000,000,000 of common shares of the surviving entity of the Issuer's business combination based upon the final exercise price (the "Final Exercise Price") of the Issuer's subscription warrants, referred to as SPARs, which will be publicly announced in connection with the business combination and which will be at least $10.00.
(7)	(Continued from Footnote 6) For purposes of this Form 3, the Reporting Persons have assumed a Final Exercise Price equal to $10.00 and therefore the Pershing Square Affiliated Funds will be obligated to purchase 250,000 forward purchase shares ("Forward Purchase Shares") of the Issuer, at a price of $10.00 per Forward Purchase Share. The obligation of the Pershing Square Affiliated Funds to purchase the Forward Purchase Shares may be allocated among the Pershing Square Affiliated Funds from time to time. The Forward Purchase Shares will generally not be transferable, assignable or salable until 180 days after the consummation of the Issuer's business combination.
(8)	Reflects securities acquirable by SPARC Master LP in connection with that certain additional forward purchase agreement ("Additional Forward Purchase Agreement"), dated September 29, 2023, between the Issuer and SPARC Master LP. Pursuant to the Additional Forward Purchase Agreement, SPARC Master LP has the right, but not the obligation, to purchase, in one or two tranches, a number of common shares of the surviving entity of the Issuer's business combination up to an amount equal to $3,500,000,000 less the amount obligated to be purchased by the Pershing Square Affiliated Funds pursuant to the Committed Forward Purchase Agreement.
(9)	(Continued from Footnote 8) For purposes of this Form 3, the Reporting Persons have assumed a Final Exercise Price equal to $10.00 and therefore SPARC Master LP will have the right, but not the obligation, to purchase up to 3,250,000 additional forward purchase shares ("Additional Forward Purchase Shares") of the Issuer, at a price of $10.00 per Additional Forward Purchase Share. SPARC Master LP's right to purchase the Additional Forward Purchase Shares may be transferred, in whole or in part, to any entity that is managed by PSCM, but not to third parties. The Additional Forward Purchase Shares will generally not be transferable, assignable or salable until 180 days after the consummation of the Issuer's business combination.
(10)	Prior to the Issuer's initial public distribution, Sponsor purchased, in a private placement, an aggregate of $35,892,480 of sponsor warrants ("Sponsor Warrants"), which will be exercisable, in the aggregate, for a number of shares up to 4.95% of the outstanding shares (on a fully diluted basis) of the post-combination company, at a per share exercise price equal to 120% of the Final Exercise Price. The actual percentage of shares on a fully diluted basis into which the Sponsor Warrants are exercisable will depend on and be decreased ratably in the event that (1) the aggregate funds raised at the closing of the business combination from the exercise of the SPARs and the amount purchased by SPARC Master LP pursuant to the Additional Forward Purchase Agreement, if any, is less than (2) the amount of funds that would have been raised if 100% of the issued SPARs had been exercised at the closing of the business combination.
(11)	(Continued from Footnote 10) The Sponsor Warrants will generally not be transferable, assignable or salable until three years after the consummation of the Issuer's business combination, and expire 10 years after the date of the Issuer's business combination.
Remarks: This Form 3 is being filed jointly pursuant to Rule 16a-3(j) under the Exchange Act to update the names of the Reporting Persons after giving effect to the completion of a reorganization of PSCM's ownership structure on July 16, 2024 (the "Reorganization"). Following completion of the Reorganization, ManagementCo, PSPG and PS Inc. may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Securities, and, therefore, may be deemed to be beneficial owners of the Subject Securities. PSCM, PSCM GP and Mr. Ackman have previously reported beneficial ownership of the Subject Securities on Form 3. Mr. Ackman, a member of the board of directors of the Issuer, is acting in such capacity as a representative of the other Reporting Persons. As a result, each of those persons is a director by deputization for purposes of Section 16 of the Exchange Act.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.