Pershing Square Tontine Holdings, Ltd.

Two structural facts here break assumptions that hold everywhere else in the tier: the trust is funded at about $20.00 per share, not $10.00, so any per-share floor or NAV check calibrated on $10 will misread it; and the sponsor holds 100 Class B shares rather than a 20% founder promote, so an insider-ownership calculation from share counts will be wrong by design. The trust figure is a September 30, 2020 balance and the approximately $20.00 is the document's own wording, not a published redemption price.

The tontine feature is the term a holder must not lose sight of at separation, and this filing states its treatment: the right to a pro-rata distribution of 44,000,000 Distributable Tontine Redeemable Warrants, which attaches only to Class A shares NOT redeemed at the business combination, REMAINS ATTACHED to the share after separation and does not trade separately. Rounding down on the one-ninth public warrant also means odd unit lots lose fractions outright.

The report states the war chest in the company's own words: assuming no redemptions, a minimum of $5,006,000,000 and up to $7,006,000,000 of equity capital for the initial business combination. Two details matter to a holder — the $56,250,000 deferred underwriting discount is already inside the $4,000,000,000 trust rather than sitting outside it, and the forward purchase units price at $20.00 with one third of a warrant, thinner warrant coverage than the sponsor's own economics.

The tontine is the whole design and it is a redemption penalty by construction: the 44,444,444 bonus warrants go only to shares that stay, so redeeming forfeits them to the holders who do not. That reverses the usual SPAC incentive, where redeeming costs a holder nothing. Sponsor and director warrants are exercisable for about 6.21% of the post-combination company at $24.00, above the $23.00 public strike, so the sponsor's economics sit behind the public warrant rather than alongside it.

Every constant a model might carry is wrong here: $20.00 unit, $23.00 strike, one-ninth of a warrant, and a call trigger of $36.00 rather than $18.00. A second redemption pays $0.10 per warrant once the reference value reaches $20.00 per share, settled by cashless exercise off a table rather than in cash. The deadline is 24 months, self-extending to 30 months if a letter of intent, agreement in principle or definitive agreement is executed inside the first 24. And the tontine warrant makes redeeming COSTLY - the holder who takes the cash gives up warrants the stayers receive.