The information in this prospectus is not complete and may be changed. We may not sell
these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 16, 2020
Square Tontine Holdings, Ltd.
Pershing Square Tontine Holdings, Ltd., 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 one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific
business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target. Our sponsor, Pershing Square TH Sponsor, LLC, a Delaware limited
liability company (Sponsor), is an affiliate of Pershing Square Capital Management, L.P. (PSCM), a registered investment advisor under the Investment Advisers Act of 1940, as amended, with approximately $10.3 billion of
assets under management as of June 30, 2020. Our Sponsor is wholly owned by Pershing Square Holdings, Ltd., a Guernsey company, Pershing Square, L.P., a Delaware limited partnership, and Pershing Square International, Ltd., a Cayman Islands
exempted company, each of which is an investment fund managed by PSCM (the Pershing Square Funds).
This is an initial public offering of our
securities. Each unit has an offering price of $20.00 and consists of one share of our Class A common stock, par value $0.0001 per share (our Class A Common Stock), and one-ninth of one
redeemable warrant (or 22,222,222 redeemable warrants in the aggregate, which we refer to as the Distributable Redeemable Warrants). We expect the Class A Common Stock and Distributable Redeemable Warrants comprising the units to
begin separate trading on the NYSE on the 52nd day following the date of this prospectus, subject to the conditions described below. At such time, our public stockholders will hold Class A Common Stock and Distributable Redeemable Warrants
separately and will no longer hold units, and the units will no longer trade or be listed on the NYSE. In addition, our amended and restated certificate of incorporation provides that an aggregate of 44,444,444 redeemable warrants will be
distributed on a pro-rata basis only to holders of record of the Class A Common Stock issued in this offering (whether acquired in this offering or afterward) that are outstanding after the time at which
we redeem any shares of Class A Common Stock that the holders thereof have elected to redeem in connection with our initial business combination (which redemption time we refer to as the Initial Business Combination Redemption
Time). We refer to such warrants as the Distributable Tontine Redeemable Warrants and, collectively with the Distributable Redeemable Warrants, as the Redeemable Warrants. The Distributable Tontine Redeemable Warrants
will be distributed at the Tontine Distribution Time, which will be immediately after the Initial Business Combination Redemption Time and immediately before the closing of our initial business combination.
The right of any public stockholder to receive Distributable Tontine Redeemable Warrants with respect to each share of Class A Common Stock they hold is
contingent upon such share of Class A Common Stock not being redeemed in connection with our initial business combination. The number of Distributable Tontine Redeemable Warrants to be distributed in respect of each share of unredeemed
Class A Common Stock is contingent upon the aggregate number of shares of Class A Common Stock that are redeemed in connection with our initial business combination. The right to receive Distributable Tontine Redeemable Warrants will
remain attached to our Class A Common Stock and will not be separately transferable, assignable or salable. Holders of shares of Class A Common Stock issued in this offering (whether acquired by the holder thereof during or after this
offering) will be entitled to receive the Distributable Tontine Redeemable Warrants only in respect of shares of Class A Common Stock that they have not redeemed.
Each whole redeemable warrant entitles the holder thereof to purchase one share of our Class A Common Stock at a price of $23.00 per share, subject to
adjustment as described in this prospectus, and only whole Redeemable Warrants are exercisable. The Redeemable Warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the
closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. No fractional Redeemable Warrants will be issued upon the
separation or distribution of the Redeemable Warrants, as applicable, no cash will be paid in lieu of issuing fractional Redeemable Warrants and only whole Redeemable Warrants will trade.
Prior to this offering, we entered into a Forward Purchase Agreement with each of the Pershing Square Funds (which, in such capacity, we refer to collectively
as the Forward Purchasers). Pursuant to the Forward Purchase Agreement, the Forward Purchasers have agreed to purchase an aggregate of $1,000,000,000 of units (which we refer to as the Committed Forward Purchase Units), which
will have a purchase price of $20.00 and consist of one share of Class A Common Stock and one-third of one warrant. The purchase of the 50,000,000 Committed Forward Purchase Units will take place in one
or more private placements in such amounts and at such time or times as the Forward Purchasers determine, with the full amount to have been purchased no later than simultaneously with the closing of our initial business combination. The Forward
Purchasers obligation to purchase the Committed Forward Purchase Units may not be transferred to any other parties.
The Forward Purchase Agreement
also provides that the Forward Purchasers may elect to purchase up to an additional aggregate of $2,000,000,000 of units (which we refer to as the Additional Forward Purchase Units), which will also have a purchase price of $20.00 and
consist of one share of Class A Common Stock and one-third of one warrant. Any elections to purchase the up to 100,000,000 Additional Forward Purchase Units will also take place in one or more private
placements, in such amounts and at such time or times as the Forward Purchasers determine, but no later than simultaneously with the closing of our initial business combination. We and the Forward Purchasers may determine, by mutual agreement, to
increase the number of Additional Forward Purchase Units at any time prior to our initial business combination. The Forward Purchasers right to purchase the Additional Forward Purchase Units may be transferred, in whole or in part, to any
entity that is managed by PSCM, but not to third parties. The Forward Purchasers obligation or right, as applicable, to purchase the Forward Purchase Units will be allocated among the Forward Purchasers from time to time as described herein.
In addition, certain of our independent directors have committed to purchase an aggregate of $6,000,000 of such units, as further described herein, which, collectively with the Committed Forward Purchase Units and Additional Forward Purchase Units,
we refer to as the Forward Purchase Units. The proceeds of all purchases of Forward Purchase Units will be deposited into our operating account.
We refer to the shares of Class A Common Stock and warrants constituting the Forward Purchase Units as the Forward Purchase Shares and
Forward Purchase Warrants, respectively, and collectively with the shares of Class A Common Stock underlying the Forward Purchase Warrants, the Forward Purchase Securities. The Forward Purchase Shares will have no right
to receive any Distributable Tontine Redeemable Warrants, no redemption rights in connection with our initial business combination or in connection with certain amendments to our amended and restated certificate of incorporation and will have no
rights to liquidating distributions from our trust account in the event that we fail to complete our initial business combination within the prescribed timeframe. The Forward Purchase Warrants will have no right to vote on amendments to the warrant
agreement prior to our initial business combination, except with respect to certain provisions relating solely to the transfer of the Forward Purchase Securities. The Forward Purchase Securities, as long as they are held by the Forward Purchasers or
their permitted transferees, will have certain transfer restrictions and registration rights. In all other respects, the terms of the Forward Purchase Shares and Forward Purchase Warrants, respectively, will be identical to the terms of the shares
of Class A Common Stock and the Redeemable Warrants included in the units being issued in this offering.
Concurrently with this offering, our Sponsor
will purchase warrants (which we refer to as the Sponsor Warrants) for an aggregate purchase price of $65,000,000. The fair market value of the Sponsor Warrants as of the date of this offering was determined by us to be $65,000,000 in
consultation with a third-party, nationally recognized valuation firm. The valuation firm reviewed and discussed with us our methodology, procedures and assumptions for valuing the Sponsor Warrants (see Description of SecuritiesValuation
of Sponsor Warrants.) Taking into account such consultation, we concluded that our methodology, procedures and assumptions are reasonable. The Sponsor Warrants will generally not be salable, transferable or exercisable until three years after
the date of our initial business combination, and will only then be exercisable for that number of shares constituting