UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~July 2811, 2022

Pershing Square Tontine Holdings, Ltd.

(Exact name of registrant as specified in charter)

Delaware	001-39396	8583-0930174
(State or other jurisdiction of incorporation)	Commission File number	(I.R.S. Employer Identification Number)
(State or other jurisdictionof incorporation)	CommissionFile number	(I.R.S. Employer Identification Number)

787 Eleventh Avenue, Ninth Floor New York, New York				10019
787 Eleventh Avenue, Ninth FloorNew York, New York				10019
(Address of principal executive offices)				(Zip Code)

(212) 813-3700

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol~~TradingSymbol(s)	Name of each ~~exchange~~exchangeon on which registered
Class A common stock, par value $0.0001 per share	PSTH	New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $23.00	PSTH.WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

On ~~April~~July 2811, 2022, Pershing Square Tontine Holdings, Ltd. (the “Company”) ~~announced~~issued ~~that~~a press release announcing it will redeem all of its ~~affiliate,~~outstanding ~~Pershing~~shares ~~Square~~of ~~SPARC~~Class A ~~Holdings,~~common ~~Ltd.~~stock, ~~issued~~effective aas ~~press~~of ~~release~~July 26, ~~noting~~2022, because the ~~New~~Company ~~York~~will ~~Stock~~not ~~Exchange’s~~consummate ~~withdrawal~~an ofinitial ~~proposed~~business ~~Rule~~combination ~~102.09~~within tothe ~~adopt~~time ~~new~~period ~~listing~~required ~~standards~~by ~~for~~its ~~subscription~~Second ~~warrants~~Amended ~~issued~~and byRestated anCertificate ~~acquisition~~of ~~company~~Incorporation. A copy of the press release isand ~~furnished~~a letter to stockholders from the Chief Executive Officer of the Company are attached hereto as Exhibit 99.1 toand ~~this~~99.2, ~~Current~~respectively, ~~Report~~and onare ~~Form~~incorporated ~~8-K~~herein by reference.

~~The~~Item ~~information in this Current Report on Form 8-K, including Exhibit 99~~9.1,01. ~~shall~~Financial ~~not~~Statements beand deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filingExhibits.

Item 9.01. Financial Statements and Exhibits


Exhibit No.		Description

99.1		Pershing Square Tontine Holdings, Ltd. press release, dated July 11, 2022.

99.2		Letter to stockholders from the Chief Executive Officer of the Company, dated July 11, 2022.

104		Cover Page Interactive Data File (embedded with the Inline XBRL document)

(d) Exhibits. The following exhibit is filed with this Form 8-K:

ExhibitNo.		Description of Exhibits
99.1		Press Release of Pershing Square SPARC Holdings, Ltd., dated April 28, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Pershing Square Tontine Holdings, Ltd.
Date: April 29, 2022	By:	/s/ William A. Ackman
Date: July 12, 2022	By:	/s/ William A. Ackman
	Name:	William A. Ackman
	Title:	Chief Executive Officer, Chairman of the Board of Directors

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