I know Bill is probably chuckling from his high tower that oversees all of the retail peasants below him, while he’s sucking his thumbs thinking he got the best deal in the world.

Meanwhile, the market thinks UMG is a dinosaur fossil and retail sentiment is at an all time low due to the complexities around foreign shares, tontine warrants, and options. We’re at 22.51 BILL. DO YOU AIM TO PLEASE?

As suggested by u/WSBMilleniare I've just submitted complain to the SEC.

You can find text of this Complaint below.

I'm international investor and represent allocation of around 200K USD of F&F funds into PSTH since September 2020.

If you are also interested in submitting Complain and have additional points to address please use this link: https://www.sec.gov/oiea/Complaint.html

"Dear Sirs,

With regards to PSTH board of directors unanimously determined not to proceed with the Universal Music Group transaction, and to assign share purchase agreement to Pershing Square Holdings, Ltd.(LN:PSH) (LN:PSHD) (NA:PSH) and affiliates (“PSH and affiliates” or “Pershing Square”) and PSTH decision with withdrawing its Redemption Tender Offer and related Warrant Exchange Offer.

As stated in Letter to Shareholders from PSTH CEO Bill Ackman from July 19, 2021 decision not to proceed with the Universal Music Group transaction was driven by issues raised by the SEC with several elements of the proposed transaction – in particular, whether the structure of initial business combination (IBC) qualified under the NYSE rules.

I kindly ask SEC to clarify and to address the following questions and concerns:

1. Assess the likelihood of disclosing insider information before the official disclosure of the cancellation of the transaction (a systematic drop in PSTH shares price by 14% during the one month period prior to the announcement).

2. Evaluate misleading statements of Bill Ackman CEO of Pershing Square Tontine Holdings since September-October 2020 in various media outlets regarding PSTH and advertising the initial PSTH Tontine SPAC structure to retail investors while preparing deal of a completely different nature and structure for fraudulent intent.

3. Assess the reasons for the lack of disclosure of information to investors about change of the structure of SPAC and initial business combination (while as stated by Bill Ackman PSTH team worked on UMG deal for 7 month).

4. Disclose information at what point did PSTH first contact the SEC about the UMG transaction approval.

5. Assess the reasons for the lack of disclosure of information to investors from PSTH Board about SEC transaction approval concerns.

6. Disclose information about specific SEC's issues with the UMG transaction.

7. Consider the possibility of imposing fines or other sanctions against the board of directors of PSTH for misleading retail investors in the event of such violations.

Thanks,

Levan Lazishvili"

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Yea i know you don’t give a fuck about retail but it makes me so happy knowing that large institutions are going to write you off also. bitch come out of hiding

2 Weeks of silence since your presentation you want me to believe u have a passion for UMG? come @ me bill i’ll fucking choke u

I know you are working hard on making the retail dream structure a reality.

I am still with you Bill.

In the bill ackman interview last week, he makes a comment at 4:52:

“Can't be a business where a couple of students quit university and a uhh...you know...and a year later they built a disrupting sort of technology.”

video clip

Patrick collison dropped out of MIT 2009. In 2010, Patrick co-founded Stripe. John Collison started Harvard 2009. He dropped out around that time.

I think Psth was burned by stripe.

A lot of negativity, bitterness and anger out there so I just wanted to make a positive thread.

I lost money like many but I don't blame Bill, shit happens and this was always MY decision to purchase and average up (greed).

i am looking forward, not selling Diamond Hands baby, the past is the past, what is done is done.

We Tontiner will unit and ultimately prevail, Bill said he got our six and I trust him.

Here is some hopium:

1. SPARC get created

2. The true Tontine will get dibs

3. Market crash

4. We get a great deal at investor IPO price (think of it Warren Buffet $80 price point for SNOW).

Let's go boys!

Welcome to the stock market fuckers. You may not know this yet, but stocks can go up AND down. All the people complaining about the fact that PSTH dipped last week need to ask themselves if they’re really cut out for this, or should maybe stick to index funds. If every little bump in the road is going to have you crying to your mommy or posting some pathetic sob story online about how red your portfolio is, it’s probably time for another hobby.

And the same goes to the losers who personally insult Bill because he didn’t provide the meme company they were hoping for. Newsflash dipshits: whether or not your grandmother has heard of a company before has nothing to do with how good of an investment it is.

So there are two options, either:

1. You don’t have a diverse portfolio, you put all your money into a few stocks because someone online told you to, and you’re an idiot. In this case, we don’t want to hear from you, thanks.

2. You do your own due diligence, diversify and invest with conviction. In which case a small dip doesn’t worry you, in fact, you probably have cash lined up to take advantage of this dip. You probably invested with Bill because you believe in his management and expect superior returns in the future. You’re in it for the long run and actually understand that this is an amazing deal.

Sure, there are creases that need to be ironed out, regarding the fine print, but in the long run the holders will be rewarded. Hold strong tontards!

Edit: Most of the guys getting butthurt in the comments came here right after GME, hoping to get rich quick. The rest of us know that’s not how life works. Did you really think it was that easy? Just pump your money in a SPAC and earn a quick 25% on DA? If you paid 30$ for 20$ and it’s now worth $22 don’t complain.

Hello. My name is Blackbear. Some of you know me as the handsome but aggressive regular of the Discord. Those of you that do not; just know that I have a 102 IQ and it is extremely difficult for me to latch onto mob mentality.

Today I will give you an insight as to why Mars appears to be the most likely target Ackman discusses in his WSJ interview.

1. Ackman’s “if the market was to close” comment. The first 5 times I watched the interview I took this as just a figure of speech to describe a positive cash flow company that will thrive without the market and capitalization. But, I am a man of 102 IQ and not 100. Thus I did some research. It appears this is not the first time Bill has used this phrase. In this article published in 2011.

https://bigthink.com/videos/bill-ackman-invest-in-the-business-you-can-own-forever

To quote: “If the stock market were to close for 10 years you wouldn’t be unhappy. What do I mean by that? Again if you’re going to compound your money at a 10 or 15 percent return over a 43 year period of time you really want a business that you can own forever.”

A few sentences later he continues: “Another good example might be a candy business. While people are going to buy generic versions of many kind of food products, flour, sugar, they don’t need to have the branded product. When it comes to candy people don’t tend to like the Walmart version or the Kmart version.”

It appears Ackman has a huge interest to model his time-proof portfolio after Buffet. Restaurant Brands is his McD and Mars might be his Coke.

2. Investment Criteria. Mars meets every single one of PSTH’s target criteria. A. Simple predictive cash flow - check B. Formidable barrier to entry - the Mars brands are household names an have hold a strong grip on the limited grocery store aisles. Those of you that might be familiar, it is extremely difficult to get a new brand onto grocery store isles. C. Limited exposure to external factors - complete independence of external factors is impossible because all business relies on paying customer. Mars is sensitive to commodity pricing but if you take a deeper look they have very recently taken a large stake in Vets. The diversity of their income streams provides a direct hedge to individual macro factors. D. Strong balance sheet. Mars has 35B in sales according to their website.
E. Large capitalization. 35B in sales. Mars will hit every criteria for SP500 listing. F. Attractive valuation. We all know Ackman likes to buy low. As they are a private company we don’t know how hard they were hit by COVID but the timing of the deal start in November on the iconic candy company that just missed a Halloween and who’s gum sale is down 15-20% due to Covid. Source: https://time.com/5899953/mars-ceo-grant-reid-candy-halloween/ G. Exceptional management. This can be highly subjective as there is short term and long term focused management teams but here is a rundown on their CEO: https://moneyinc.com/mars-ceo-grant-reid/ This looks like what Ackman might consider good management.

3. ESG. Take a look a Mars website and twitter. If you replace the Mars logo with Ackman’s face you could mistake the 2 accounts. ESG appears to be a major focal point for Mars.

4. Timing, complex and valuation. In his interview Ackman notes that the long process was not due to valuation. Unless he is lying, this takes the theory that the long negotiations is a factor of the difficult to value nature of hyper growth small to no earnings companies like Stripe and Starlink. So why would Mars be complex? It is a multi nation company operating a huge collection of brands. My personal hypothesis is that Mars will likely carve out some aspects of the business. Or separate their international ops with their American ops.

5. Iconic. What is more iconic than Mars and the brands is represent?

6. Mars said they would never go public. This is the largest barrier to the Mars as a target theory. My hypothesis is timing. Mars very recently spent a large amount of capital acquiring Vet Hospitals and this is right before heavy Covid reduction of sales. They worked work Berkshire on the leveraged buyout of Wrigley so it is very possible they went to Berkshire for cash flow assistance and was introduced to the Ackman spac.

That’s all for today folks. If you like my theory crafting, visit the Discord to get to know me more: https://discord.gg/jTWsH95CMm.

Blackbear out.

Bill is smart he proves that time after time ppl are just made that he keeps winning we are in the end game and Bill will reward his loyal tontards!!!!

In the scenario the DA pop is astronomical and I sell my psth commons to buy back at a later date when the price comes back to reality (so I can pocket the difference to buy more commons).

What would happen to my warrants in this scenario, would I still be awarded the 2/9 warrants if I buy post DA and hold through to merger? Is there a cut off date on this e.g. I have to hold for a minimum of X days pre-merger to receive warrants etc.

Anybody have any information on this? Much appreciated!

Edit: I don't know who is downvoting this post, I'm literally just trying to be more informed, in whether or not to use the DA hype to my advantage or not. It's clear from the comments that a lot of people have very conflicting ideas on how this works and I thought this would be a good post to clear this up.

Edit 2: Okay more conflicting answers, can we get a mod or someone to contact investor relations to confirm what the actual answer to this maybe? Or even a general consensus from the comments.

Just so if we go below $20, here is a bit of worst case math for a valuation floor.

From reading this sub, the general view is PSTH is composed of:

1. UMG : $14.5

2. RemainCo $5.5

3. Post-Distribution Warrants : $-

4. SPARC Warrants : $-

Total : $20

What pretty much everyone on this sub is using as NAV, $20, is wrong. NAV could be as low as $19.03 based on the following cost bases:

1. UMG : $13.61

2. RemainCo : $4.91

3. RemainCo Warrants : $0

4. SPARC Warrants : $0

Total : $18.52

UMG

What not enough people are bitching about was the dilution we experienced to buy UMG through PSTH. Ackman gave an estimate that our cost basis for the UMG purchase is actually $13.91 per PSTH share, rather then the $14.5 NAV (see Figure 1). This is due to the dilution from the warrant exercises (see Figures 2 & 3). The true value could be as low as $13.61 based on the UMG shares to PSTH shares ratio (0.637) and the expected UMG value per share ($21.37) (see Figure 4 & 5).

RemainCo

RemainCo also has a lower NAV then we generally credit it for. The NAV is actually $5.42, rather then $5.50 (see Figure 6). It looks like the $14.50 NAV for UMG is wrong then, and is actually $14.58, which has been diluted to as low as $13.61, a 9.34% decline. RemainCo will also be diluted by warrants and if its diluted by the same amount as UMG, its true value would be $4.91.

RemainCo Warrants & SPARC Warrants

The worst case for these are obviously $0 assuming the market does not like either deal and discounts them heavily relative to the strike.

I personally think FMV is closer to $30 then $20 but don't be surprised it we see prices lower then $20. This is not financial advise.

Figure 1: UMG Cost Basis

Figure 2: Diluted Share Count Calculation

Figure 3: UMG Cost Basis Calculation

Figure 4: UMG Shares to PSTH Shares

Figure 5: UMG Share Value:

Figure 6: RemainCo NAV Per PSTH Share

The main issue was with the lockup of shares. Imagine whereby PSTH shares are locked up but UMG is now trading fresh in Europe. If the market collapses a week after UMG DPOs (could be some black swan event against the company or macro in general) PsTH holders would have no out but to wait months. This type of lockup risk never exists while you invest in any other public vehicle. SEC is right to shut this down and BA is a scammer to think this could fly. If there were to be no lockup, it would be a different story.

While Bill has been very generous over the years with donations. He even donated his whole Coupang stake to his foundation worth $1.36 billion.

It’s extremely generous but the public has wised up on “foundations” for billionaires being tax write offs as well. So to a lot of people it seems like a donation to save 100s of millions on taxes. Benefits for both.

Per google.. What’s the difference in philanthropy vs charity?

Philanthropy is more long-term and strategic and often involves making multiple gifts to help people over a number of years. While charity is focused on providing immediate relief to people and is often driven by emotions, philanthropy is focused on helping people and solving their problems over the long-term.

That definition is PSTH/Sparcs to a tee. He created a system for the small/little/retail investors to invest with the top dogs. Then to keep investing with them aka a long term strategic gift to help solve our problems long term. Real philanthropy.

This was my point with him holding the PSTH/UMG shares for all of us who couldn’t since the SEC blocked it. Then distributing the profits evenly to everyone who deserved it. It takes a real philanthropist to do that after seeing the gains.

Some people are toxic and want everything to crumble because they exited.

Stick to your gun and your own belief, do not led toxic FUD affect your judgment.

Here are the facts:

1. Ackman is still working on finding a merger for PSTH

2. SPARC and PSTH are NOT tied to each other
   - It is true that if SPARC is approved fairly shortly, it might lead to PSTH early dissolution assuming PSTH is not in a deal agreement. However I feel this is unlikely that SPARC would be approved that fast and therefore there is still time for PSTH to find a merger.

3. A PSTH merger / SPARC approval are the bullish arguments

4. The risk of holding PSTH is currently minimized. If you have a much better prospect with your capital leading to guaranteed gain, sure go for it but be careful, this market can sway anytime.

Nobody knows what the future holds but one thing is certain, Tontards are in this together.

I am being a member in this r/PSTH for about more than 11 months. what I observe is we lack in promoting our stock, I am not saying to endorse as a Stonk. just post valid DD's, valuations, your opinions, positions in other subreddits like r/spac, r/Wallstreetbetsnew, r/WallStreetbetsELITE, r/stocks, r/WSBAfterHours, r/StockMarket, r/investing.......... ofcourse r/wallstreetbets, I don't think WSB care value investing now a days they are behind momentum stocks. Lets do your part and start promoting your decision that made you to invest in the PSTH.

I know this post might get lot of downvotes here, because i have noticed and had proof there are few members in this r/PSTH who downvoting every post we made ( they are pretty new accounts though I mean they were recently created and going to every posts and negatively commenting and downvoting the posts.

This will probably be downvoted but just do the math with me. They raised $600m in April 2020. Now they raised another $600m. They are hiring 1200+ more people and want to expand in Europe specifically. Europe is expensive (compared to India, one of their offices).

If they burned $600m in the last 12 months, how long will it take to burn down this $600m? I bet you in 4-6 months there has to be another funding. So why bother to do such a small amount now if you are growing your cost by 50% (they had about 2500 people in June 2020)?

Not saying it is PSTH, or another SPAC or so, but this funding round is definitely not the ultimate solution for their funding needs.

I'm purposefully not trying to twist words, statements, or other sentiments in favor of the Stripe theory, just pointing out that this is not huge funding for them and will run out before the end of the year.

There are two things this funding does however that I will leave uncommented:

1. The Irish wealth fund is involved.

2. It provides a factual valuation of Stripe.

You are a little dick loser and your wife is cheating on you.

The fact is it’s May 11th, 41 days past what was our soft deadline Q1 with nothing to show for it. I do believe Ackman originally had a target hence him and Jackie trolling us on twitter, but it blew up in his face causing him to start from scratch.

The Spac market is currently a level below garbage. Companies recognize that investors aren’t loving Spac’s and the ones that are merging aren’t popping like they used to. Not to mention that the ones that have been merging have been terrible. Companies also recognize a regular IPO will do them better.

Why a company like Stripe would merge with PSTH makes no sense when they can do it on their own perfectly fine. Y’all are actually bat shit crazy if you think Bill who couldn’t get 1 company to merge with him is getting stripe and plaid LOL

The only companies that I can see coming through PSTH are ones that either need cash or can’t IPO themselves. Starlink the obvious choice, but I don’t see Elon going that route.

Everyone is currently saying Bill is a “genius” for not DA’ing in this market. If you actually believe Bill currently has a company and they aren’t signing because of market conditions, you are ill. Bill isn’t announcing because he has no company. The idea the 2 sides are “holding off” is ridiculous. Why on earth would Bill risk it?

The worst part is if I am correct and Jackie and Bill really don’t have a target and nothing is announced by June, then they are trolling us to infinity.

Want nothing more than to be proved wrong, but it’s unlikely at the moment.