United States securities and exchange commission logo





                              July 9, 2020

       William Ackman
       Chief Executive Office
       Pershing Square Tontine Holdings, Ltd.
       787 Eleventh Avenue, 9th Floor
       New York, NY 10019

                                                        Re: Pershing Square
Tontine Holdings, Ltd.
                                                            Registration
Statement on Form S-1
                                                            Filed June 22, 2020
                                                            File No. 333-239342

       Dear Mr. Ackman:

              We have reviewed your registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form S-1 filed June 22, 2020

       Cover Page

   1.                                                   Please disclose the
exercise price of the director warrants here and in other places where
                                                        you describe their
terms.
       Our Company, page 3

   2.                                                   We note your disclosure
regarding the compound annual rate of return and cumulative
                                                        total return of
Pershing Square, L.P. and the Justice Holdings, Ltd. investment. Please
                                                        balance this disclosure
as appropriate to include PCSM funds or investments that have not
                                                        generated similar
returns.
 William Ackman
FirstName   LastNameWilliam  Ackman
Pershing Square  Tontine Holdings, Ltd.
Comapany
July 9, 2020NamePershing Square Tontine Holdings, Ltd.
July 9,2 2020 Page 2
Page
FirstName LastName
3.       On page 3, please identify the    other sources of equity capital
over which you believe
         you will have substantial competitive advantages and describe the
basis for your belief.
4.       Please reconcile your disclosures about the size of the equity stake
that you intend to
         acquire in a target. For example, on page 4 you state that you
believe the price at which
         [you] can acquire a minority interest in a large, high-quality
business is substantially
         lower than the price   which would generally include a substantial
control premium that
         would be required to obtain a controlling interest in the same
company.    However, on
         page 14 you state that you    anticipate structuring our initial
business combination so that
         the post-transaction company in which our public stockholders own
shares will own or
         acquire 100% of the equity interests or assets of the target business
  and that you will only
         complete a business combination if the post-transaction company owns
or acquires 50%
         or more of the outstanding voting securities of the target.
5.       Please balance your disclosure on page 4 about the drawbacks of the
IPO process by
         including a discussion of the potential drawbacks of going public
through an acquisition
         with your company. Please also provide the basis for your statement on
page 5 that there
         is substantially less private funding available for    Mature
Unicorns.
6.       Please revise throughout to describe the impact that the sponsor and
director warrants may
         have on an initial business combination, such as the acquisition and
ownership structures,
         including the effect on public holders. Additionally, in an
appropriate place in the
         prospectus, please provide illustrative examples of the dilutive
impact of the sponsor and
         director warrants based on different transaction sizes and equity
ownership stakes.
Risk Factors, page 41

7.       Please revise the risk factors on pages 45, 68 and 70 to disclose the
percentage of public
         shareholders that would need to vote in favor of the transaction or
amendment
         respectively if all forward purchase securities have been purchased at
the time of the vote.
The forward purchasers have a right to purchase . . ., page 44

8.       Please address the fact that you and the forward purchasers may
increase the number of
         additional forward purchase units at any time prior to an initial
business combination.
We may amend the terms of the redeemable warrants and forward purchase warrants
.. . ., page
70

9.       We note that you may amend the terms of the warrants with the approval
of the holders of
         65% of outstanding public and forward purchase warrants voting
together as a single
         class. Please revise this risk to highlight that forward purchasers
will control the outcome
         of any vote of warrant holders without approval of any public warrant
holders if the
         forward purchasers purchase all of the committed and additional units
before the Tontine
         warrants are distributed. Because the forward purchase units contain
1/3 of a warrant
         instead of 1/9 of a warrant, we understand the forward purchasers will
own and control
 William Ackman
FirstName   LastNameWilliam  Ackman
Pershing Square  Tontine Holdings, Ltd.
Comapany
July 9, 2020NamePershing Square Tontine Holdings, Ltd.
July 9,3 2020 Page 3
Page
FirstName LastName
         50,000,000 warrants as compared to the public warrant holders who will
own and control
         16,666,666 warrants, or 75% of all of the outstanding warrants taken
together as a single
         class.
Conflicts of Interest, page 131

10.      We note your disclosure that your sponsor and affiliates manage or
advise several funds
         which may compete with you for acquisition opportunities and which may
preclude you
         from procuring such opportunities. Please provide additional
disclosure about when you
         would be precluded from pursuing an opportunity suitable for both you
and a fund
         managed or advised by your sponsor or affiliates. Please also
elaborate upon the reason(s)
         that you do not believe that fiduciary duties or contractual
obligations of your officers
         arising in the future would materially undermine your ability to
complete a business
         combination. Finally, please provide more detailed disclosure about
how each member of
         your management and investment teams will allocate his or her time
between your
         business and unrelated business activities.
Principal Stockholders, page 135

11.      Please include in the table the forward purchasers and all forward
purchase shares they
         have a right to acquire within 60 days. We understand that the forward
purchasers may
         elect to purchase all of the committed and additional forward purchase
units at any time
         before and up to the initial business combination. Please also
identify the natural person
         or persons who exercise voting and dispositive control over the shares
beneficially owned
         by the forward purchasers and the sponsor.
Certain Relationships and Related Party Transactions, page 138

12.      Please disclose whether you believe the price and terms of the sponsor
and director
         warrants are as favorable to the company as you would expect to
negotiate with an
         unaffiliated third party.
Sponsor Warrant, page 155

13.      Please revise to discuss in reasonable detail the material
assumptions, methodologies, and
         procedures you used to determine the purchase price of the sponsor
warrant. Without
         limitation, please address how you considered the variables below, and
disclose whether
         you plan to make future adjustments to the terms of the sponsor
warrant in response to
         these or other items:
             The extent to which shares of Class A common stock are redeemed
and forward
              purchase securities have been purchased at the time of the
initial business
              combination.
             The size of the target company you acquire and the size of your
interest in the post-
              transaction company.
             The target company   s valuation and unique financial, operational
and industry
              characteristics.
 William Ackman
Pershing Square Tontine Holdings, Ltd.
July 9, 2020
Page 4
                Characteristics of the warrant, including when it will become
exercisable after the
              business combination, when the restrictions on the transfer of
the warrant and
              underlying common stock will expire, registration rights, and
duration of the warrant.
                The structure, type and amount of consideration and other terms
of the initial
              business combination.
Report of Independent Registered Public Accounting Firm, page F-2

14.      We note that your auditors dual dated their audit report with respect
to the Note 6 to the
         financial statements. We further note that there were several changes
to several notes to
         the financial statements to reflect changes to your offering. Given
the number of changes
         throughout the financial statement footnotes, tell us how you auditor
determined it would
         only be necessary to update their opinion with respect to Note 6.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       You may contact Babette Cooper at 202-551-3396 or Robert Telewicz at
202-551-3438 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jonathan Burr at 202-551-5833 or Pamela Long at 202-551-3765 with any
other
questions.



FirstName LastNameWilliam Ackman                               Sincerely,
Comapany NamePershing Square Tontine Holdings, Ltd.
                                                               Division of
Corporation Finance
July 9, 2020 Page 4                                            Office of Real
Estate & Construction
FirstName LastName