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): September 8, 2020
PERSHING SQUARE TONTINE HOLDINGS, LTD.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39396 | 83-0930174 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
787 Eleventh Avenue, Ninth Floor
New York, NY 10019
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 813-3700
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)) |
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A common stock and one-ninth of one redeemable warrant | PSTH.U | New York Stock Exchange | ||
| 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 8.01 Other Events.
As previously reported, on July 24, 2020, Pershing Square Tontine Holdings, Ltd. (the “Company”) consummated its initial public offering (“IPO”) of 200,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-ninth of one redeemable warrant of the Company (the “Distributable Redeemable Warrants”). In addition, each share of Class A Common Stock included in the Units that is not redeemed by the holders thereof carries the right to receive a pro-rata distribution of 44,000,000 additional redeemable warrants (the “Distributable Tontine Redeemable Warrants”) in connection with the Company’s initial business combination. The Units were sold at a price of $20.00 per Unit, generating gross proceeds to the Company of $4,000,000,000.
On September 8, 2020, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the Units will automatically separate and the Class A Common Stock and Distributable Redeemable Warrants that comprise the Units will trade separately commencing on September 11, 2020. All Units will be separated and the Units, which currently trade on the New York Stock Exchange under the symbol “PSTH.U,” will no longer trade. The Class A Common Stock and Distributable Redeemable Warrants that are separated will trade on the New York Stock Exchange under the symbols “PSTH” and “PSTH.WS,” respectively. No fractional Distributable Redeemable Warrants will be issued upon separation of the Units and only whole Distributable Redeemable Warrants will trade. Any holder of Units whose ownership includes a fractional number of underlying Distributable Redeemable Warrants will be issued a number of Distributable Redeemable Warrants that is rounded down to the nearest whole number. The right to receive a distribution of Distributable Tontine Redeemable Warrants will remain attached to the shares of Class A Common Stock following the separation, and such right will not trade separately.
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibits are filed with this Form 8-K: |
| Exhibit |
Description of Exhibits | |
| 99.1 | Press Release dated September 8, 2020. | |
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. | ||||
| By: | /s/ William A. Ackman | |||
| Name: | William A. Ackman | |||
| Title: | Chief Executive Officer, Chairman of the Board of Directors | |||
Dated: September 8, 2020
Exhibit 99.1
Pershing Square Tontine Holdings, Ltd. Notes Upcoming
Automatic Unit Separation
New York, September 8, 2020 -// Pershing Square Tontine Holdings, Ltd. (“PSTH” or the “Company”) (NYSE:PSTH.U) announced today that, on Friday, September 11, 2020 (the “Unit Separation Date”), the Company’s PSTH.U Units (the “Units”) will no longer trade, and that the Company’s Class A Common Stock (the “Class A Common Stock”) and the Company’s Distributable Redeemable Warrants (the “Distributable Redeemable Warrants”) which together comprise the Units will commence trading separately. The Class A Common Stock and Distributable Redeemable Warrants will be listed on the New York Stock Exchange and trade with the ticker symbols “PSTH” and “PSTH.WS,” respectively. This is a mandatory and automatic separation, and no action is required by the holders of Units.
Each of the 200,000,000 Units sold in PSTH’s initial public offering consists of one share of Class A Common Stock, one-ninth of a Distributable Redeemable Warrant, and the right to receive a distribution of additional warrants (the “Distributable Tontine Redeemable Warrants”).
In the separation, Unit owners will receive the number of shares of Class A Common Stock underlying their Units, with the right to receive any Distributable Tontine Redeemable Warrants remaining attached to such shares of Class A Common Stock, and the number of Distributable Redeemable Warrants underlying such Units; however, no fractional warrants will be issued.
Any holder of Units whose ownership includes a fractional number of underlying Distributable Redeemable Warrants, will be issued a number of Distributable Redeemable Warrants that is rounded down to the nearest whole number. Accordingly, any owner of Units that does not own a multiple of nine Units will lose some amount of fractional Distributable Redeemable Warrants upon separation.
Purchases of Units that are made after market close on Tuesday, September 8, 2020, may not settle prior to the Unit Separation Date and, accordingly, the number of Distributable Redeemable Warrants issued to such purchasers may not reflect the Distributable Redeemable Warrants underlying such recently purchased Units.
Upon the Company’s consummation of an initial business combination, 44,444,444 Distributable Tontine Redeemable Warrants will be distributed on a pro-rata basis to holders of record of the Class A Common Stock issued in the initial public offering (whether acquired in the initial public offering or afterward) and that the holders thereof have not elected to redeem. Following the separation of the Units, the Class A Common Stock will continue to trade with the right to receive these additional Distributable Tontine Redeemable Warrants, and such right will not be separately tradable.
For more information visit www.PSTontine.com.
About Pershing Square Tontine Holdings, Ltd.
Pershing Square Tontine Holdings, Ltd. (the “Company”), a Delaware corporation, is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with a private company. The Company is sponsored by Pershing Square TH Sponsor, LLC (the “Sponsor”), an affiliate of Pershing Square Capital Management, L.P. (“PSCM”), a registered investment advisor with more than $11 billion of assets under management.
Media Contact:
Pershing Square Capital Management, L.P.
Fran McGill
212-909-2455
McGill@persq.com
Cautionary Statement Concerning Forward-Looking Statements
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of PSTH, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The offering was made only by means of a prospectus. Copies of the prospectus may be obtained, for free by visiting EDGAR on the SEC’s website at www.sec.gov.
Certain statements contained in this press release constitute forward-looking statements. All of these statements are based on management’s expectations as well as estimates and assumptions prepared by management that, although they believe to be reasonable, are inherently uncertain. These statements involve risks and uncertainties, including, but not limited to, economic, competitive, governmental and technological factors outside of PSTH’s control that may cause its business, industry, strategy, financing activities or actual results to differ materially. PSTH undertakes no obligation to update or revise any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise.