Offerings

Apr. 23, 2026

USD ($)

Offering:

Fee Previously Paid

false

Rule 457(o)

true

Security Type

Equity

Security Class Title

Common Stock, $0.001 par value per share

Maximum Aggregate Offering Price

$ 89,339,756

Fee Rate

0.01381%

Amount of Registration Fee

$ 12,337.82

Offering Note


(1)	Maximum aggregate offering price of $89,350,547.13 estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2)

Maximum aggregate offering price of $89,350,547.13 estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f)(2) under the Securities Act of 1933, as amended. The shares of common stock, par value $0.001 per share (the “PSI Common Stock”), being registered will be issued, for no additional consideration, to the initial investors in the initial public offering (the “PSUS IPO”) of common shares of beneficial interest (the “PSUS Shares” and each, a “PSUS Share”) of Pershing Square USA, Ltd. (“PSUS”), as contemplated by the registration statement on Form N-2 (File Nos. 333-294164 and 811-23932) (the “PSUS Registration Statement”) filed on March 10, 2026, as amended on April 13, 2026, April 20, 2026 and April 23, 2026. Each initial investor in the PSUS IPO will receive, for no additional consideration, 1 share of PSI Common Stock for every 5 PSUS Shares purchased in the PSUS IPO, including any PSUS Shares acquired by the underwriters in the PSUS IPO in connection with the exercise of their option to purchase additional PSUS Shares, as described in the prospectus of PSUS included in the PSUS Registration Statement. The maximum aggregate offering price represents an estimate of the maximum number of shares of PSI Common Stock (33,120,000) that will be issued to the initial investors in the PSUS IPO based on the current maximum aggregate offering price reflected in the PSUS Registration Statement of the PSUS IPO ($8,280,000,000), including PSUS Shares subject to the underwriters’ option to purchase additional shares. As there has been no market for shares of PSI Common Stock prior to this offering and such shares are being offered for no additional consideration, the filing fee is based on the estimated book value of shares of PSI Common Stock (approximately $2.698) as of the latest practicable date, consistent with Rule 457(f)(2).

Offering:

true

true

Equity

Common Stock, $0.001 par value per share

Maximum Aggregate Offering Price

$ 10,791.13

Amount of Registration Fee

$ 1.49

Offering Note


(1)	Maximum aggregate offering price of $89,350,547.13 estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

(2)

PERSHING SQUARE HOLDCO, L.P. S-1/A