acquire 10% of the ordinary shares (such shares, the “UMG Shares”) of UMG Group B.V. (“UMG”) from Vivendi for an aggregate purchase price of approximately $3,949 million (the “Share Purchase”) pursuant to the Share Purchase Agreement; and

distribute those UMG Shares to our stockholders (together with the Share Purchase, the “UMG Business Combination”).

if your shares of Class A Common Stock are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, contact the nominee and request that the nominee tender your shares of Class A Common Stock for you. Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Redemption Offer. Accordingly, beneficial owners wishing to participate in the Redemption Offer should contact their broker, dealer, commercial bank, trust company or other nominee promptly in order to determine the times by which such owner must take action in order to participate in the Redemption Offer;

if you hold certificates registered in your own name or your shares are held in book entry form on the records of the Depositary, complete and sign a Redemption Offer Letter of Transmittal according to its instructions, and deliver it, together with any required signature guarantees, the certificates for your shares of Class A Common Stock and any other documents required by the Redemption Offer Letter of Transmittal, to the Depositary; and

if you are an institution participating in The Depository Trust Company, tender your shares of Class A Common Stock according to the procedure for book-entry transfer described in this Offer to Redeem (see “The Redemption Offer—Book-Entry Delivery”).

CERTAIN DEFINED TERMS

SUMMARY TERM SHEET

SUMMARY HISTORICAL FINANCIAL INFORMATION

SUMMARY UNAUDITED PRO-FORMA FINANCIAL INFORMATION

QUESTIONS AND ANSWERS ABOUT THE REDEMPTION OFFER, THE UMG BUSINESS COMBINATION AND REMAINCO

FORWARD-LOOKING STATEMENTS

RISK FACTORS

THE REDEMPTION OFFER

THE UMG BUSINESS COMBINATION

THE UMG BUSINESS COMBINATION DOCUMENTS

REMAINCO

CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES

INFORMATION ABOUT THE COMPANY

MANAGEMENT OF THE COMPANY

MANAGEMENT’S DISCUSSION  & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

DESCRIPTION OF SECURITIES

COMPARISON OF STOCKHOLDER RIGHTS

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

PRICE RANGE OF SECURITIES

WHERE YOU CAN FIND MORE INFORMATION

“Amended Pershing Square Funds FPA” are to the Pershing Square Funds FPA as amended and restated as set forth in the Pershing Square Entities Letter;

“Additional Forward Purchase Units” are to the up to 100,000,000 Forward Purchase Units (or such greater amount as determined by mutual agreement of the Company and the Pershing Square Funds) that the Pershing Square Funds may elect to purchase pursuant to the Pershing Square Funds FPA;

“Affiliate Transferees” are to any entity that is managed by PSCM;

“Applicable Federal Rate” are to the minimum interest rate that the Internal Revenue Service allows for private loans;

“Class B Common Stock” are to the shares of Class B common stock, par value $0.0001 per share, of the Company;

“Certificate of Incorporation” are to the Company’s Second Amended and Restated Certificate of Incorporation, dated July 16, 2020, as amended from time to time;

“Combination Period” means the period ending July 24, 2022 (or January 24, 2023 if the Company has executed a letter of intent, agreement in principle or definitive agreement for its initial business combination by July 24, 2022 but has not completed its initial business combination by such date);

“Common Stock” are to our Class A Common Stock and our Class B Common Stock, collectively;

“Committed Forward Purchase Units” are to the 50,000,000 Forward Purchase Units that the Pershing Square Funds have committed to purchase pursuant to the Pershing Square Funds FPA;

“Depositary” are to Continental Stock Transfer & Trust Company;

“Director FPAs” are to the agreements, dated July 21, 2020, providing for the sale of an aggregate amount of $6,000,000 of Forward Purchase Units to the Director Forward Purchasers, in one or more private placements in such amounts and at such time or times as the Director Forward Purchasers determine, but no later than simultaneously with the closing of our initial business combination;

“Director Forward Purchasers” are to Michael Ovitz and Jacqueline Reses;

“Director Warrants” are to the warrants purchased by our directors, other than William A. Ackman, in private placements which closed simultaneously with the IPO, for an aggregate amount of $2,837,500, which will be amended as described herein;

“Forward Purchase Agreements” are to the Director FPAs and the Pershing Square Funds FPA;

“Forward Purchase Securities” are to the Forward Purchase Units, Forward Purchase Shares, Forward Purchase Warrants, and shares of Class A Common Stock underlying the Forward Purchase Warrants;

“Forward Purchase Shares” are to the shares of our Class A Common Stock to be issued pursuant to the Pershing Square Funds FPA and to certain directors purchasing Forward Purchase Units, which will generally have identical terms to those of the shares of Class A Common Stock issued in the Company’s IPO, except as described in the prospectus for the Company’s IPO;

“Forward Purchase Warrants” are to the warrants to purchase shares of our Class A Common Stock to be issued pursuant to the Pershing Square Funds FPA and to certain directors purchasing Forward Purchase Units, which will generally have identical terms to those of the Public Warrants, except as described herein;

“Forward Purchase Units” are to units each consisting of one share of Class A Common Stock, a warrant equivalent to 2/9ths of a Tontine Warrant and a warrant equivalent to 1/9th of a Public Warrant issuable pursuant to the Pershing Square Funds FPA and the Director FPAs;

“GAAP” are to the generally accepted accounting principles of the United States;

“Indemnification Agreement” are to the Indemnification Agreement, dated June 20, 2021, by and between the Company and Vivendi;

“IPO” are to the Company’s initial public offering of 200,000,000 units, each of which included one share of Class A Common Stock (which share also included the right to receive 2/9ths of a Tontine Warrant) and 1/9th of a Public Warrant, which was completed on July 24, 2020;

“Letter Agreement” are to that certain letter agreement entered into by and among our Sponsor, directors and certain officers at the time of our IPO, pursuant to which such persons agreed, among other things, to waive their redemption rights with respect to any shares of Class A Common Stock held by them in connection with our initial business combination;

“Listing” are to the admission to trading and listing of UMG’s ordinary shares on the regulated markets of Euronext Amsterdam N.V.;

“Management” or our “Management Team” are to our directors and officers;

“NAV” means the net asset value per share of the Company as further described under “RemainCo—Capitalization of RemainCo” and with respect to the Sponsor Warrants and Director Warrants, as amended and described herein, NAV is defined to mean the NAV for purposes of the final purchase pursuant to the Amended Pershing Square Funds FPA;

“Outstanding Warrants” are to the Public Warrants, the Sponsor Warrants and Director Warrants;

“Pershing Square Entities Letter” are to the letter agreement entered into on June 20, 2021, concurrently with the Share Purchase Agreement among the Company, our Sponsor, the Pershing Square Funds and the Company’s independent directors, as described herein;

“Pershing Square Funds” are to Pershing Square, L.P., a Delaware limited partnership, Pershing Square International, Ltd., a Cayman Islands exempted company, and Pershing Square Holdings, Ltd., a Guernsey company, which funds are managed by PSCM and are, collectively, the members of our Sponsor and the Forward Purchasers;

“Pershing Square Funds Commitment” are to the Pershing Square Funds Commitment entered into in connection with the Share Purchase Agreement which is comprised of $1.0 billion of Committed Forward Purchase Units and $600 million of Additional Forward Purchase Units;

“Pershing Square Funds FPA” are to an agreement, dated July 21, 2020, providing for the sale of our Forward Purchase Units to the Pershing Square Funds (or any Affiliate Transferees) in one or more private placements in such amounts and at such time or times as the Pershing Square Funds determine, but no later than simultaneously with the closing of our initial business combination;

“PSCM” are to Pershing Square Capital Management, L.P., a registered investment advisor under the Investment Advisers Act of 1940, as amended;

“Public Stockholders” are to the holders of the Public Shares (whether acquired during or after our IPO), including our Sponsor and its affiliates and the PSCM Management Team, to the extent that such persons or entities purchase shares of the Class A Common Stock issued in the IPO (whether acquired during or after the IPO), provided that such status as a “Public Stockholder” shall only exist with respect to such shares;

“Public Shares” are to the shares of Class A Common Stock sold in our IPO, which was completed on July 24, 2020;

“Public Warrants” are to the 22,222,222 outstanding distributable redeemable warrants of the Company that were originally included in the units issued in connection with the Company’s IPO;

“Registration Rights Agreement” are to the Registration Rights Agreement, dated June 20, 2021, by and among the Company, our Sponsor and UMG.

“Sponsor” are to Pershing Square TH Sponsor, LLC, a Delaware limited liability company;

“Sponsor Warrants” are to the warrants purchased by our Sponsor in a private placement simultaneously with our IPO for an aggregate amount of $65,000,000 and which will be amended as described herein;

“Tontine Distribution Time” are to the time at which the Tontine Warrants will be distributed;

“Tontine Warrants” are to the aggregate of 44,444,444 distributable redeemable warrants which will be distributed on a pro-rata basis only to holders of record of the Class A Common Stock that are outstanding after the closing of the Redemption Offer;

“Trust Account” are to the Company’s “Trust Account” as defined in the Certificate of Incorporation;

“UMG Business Combination Documents” are to the Share Purchase Agreement, the Pershing Square Entities Letter, the Registration Rights Agreement, the Indemnification Agreement and the other agreements described in “The UMG Business Combination Documents—Other Agreements;”

“Universal Shareholders’ Agreement” are to the Shareholders Agreement, dated February 26, 2021, by and among UMG, Vivendi, Concerto Investment B.V. and Scherzo Investment B.V.;

“Vivendi Distribution” are to the contemplated distribution by Vivendi of 60% of UMG’s ordinary shares of UMG to the shareholders of Vivendi prior to the Listing;

“Warrant Agreement” are to the Warrant Agreement, dated July 21, 2020, between the Company and Continental Stock Transfer & Trust Company, as warrant agent.

No shares of Class A Common Stock are redeemed pursuant to this Redemption Offer;

All 22,222,222 Public Warrants are exchanged pursuant to the Warrant Exchange Offer, resulting in the issuance of 5,888,888 shares of Class A Common Stock to holders of Public Warrants;

The Pershing Square Funds are issued 80,000,000 shares of Class A Common Stock (along with warrants equivalent to (i) 8,888,888 Public Warrants and (ii) 17,777,777 Tontine Warrants) for an aggregate purchase price of $1.6 billion pursuant to the Pershing Square Funds FPA;

The Director Forward Purchasers are issued 300,000 shares of Class A Common Stock (along with warrants equivalent to (i) 33,332 Public Warrants and (ii) 66,666 Tontine Warrants) for an aggregate purchase price of $6 million pursuant to the Director FPAs;

The Pershing Square Funds are issued 2,355,555 shares of Class A Common Stock in exchange for warrants equivalent to 8,888,888 Public Warrants issued to them, and the directors are issued 8,832 shares of Class A Common Stock in exchange for warrants equivalent to 33,332 Public Warrants issued to them, in each case at the exchange ratio in the Warrant Exchange Offer; and

The holders of the Director Warrants will receive, in exchange for approximately 72% of the Director Warrants, an aggregate of 1,167,450 shares of Class A Common Stock (a number of shares with a value, based on volume-weighted average trading prices over an averaging period before execution of the Share Purchase Agreement, equal to approximately 72% of the fair market value of the Director Warrants as determined by a third-party valuation firm) and the remainder of the Director Warrants (covering approximately 0.07% of the fully diluted shares of the combined company after our Future Business Combination, which is approximately 28% of the percentage covered by the original Director Warrants) will remain in place with their exercise price adjusted to equal 120% of the Company’s NAV. We will also issue, alongside those shares, warrants equivalent to 259,433 Tontine Warrants.

The aggregate price paid for the shares of Class A Common Stock purchased in the Redemption Offer is $2.0 billion;

The Pershing Square Funds are issued 150,000,000 shares of Class A Common Stock (along with warrants equivalent to (i) 16,666,666 Public Warrants and (ii) 33,333,333 Tontine Warrants) for an aggregate purchase price of $3.0 billion pursuant to the Pershing Square Funds FPA; and

The Pershing Square Funds are issued 4,416,666 shares of Class A Common Stock in exchange for warrants equivalent to 16,666,666 Public Warrants issued to them.

If you tender your shares of Class A Common Stock in this Redemption Offer at a time when the bid price per share for the shares on the NYSE is higher than the Redemption Price we are offering in this Redemption Offer, you would receive less than if you simply sold your shares on the NYSE at the bid price. The closing price of our Class A Common Stock on the NYSE on July 7, 2021 (the last full trading day prior to the commencement of the Redemption Offer) was $22.07 per share. The Redemption Price is $20.0113.

See “Price Range of Securities” for more information beginning on page 231.

Summary Risk Factors Relating to the

Redemption Offer

•   There is no guarantee that your decision whether to tender into the Redemption Offer will put you in a better future economic position.

•   If the Maximum Redemption Condition is not satisfied, and is not waived by the Company, no shares of Class A Common Stock will be purchased and the UMG Business Combination may not be consummated. Tendering into the Redemption Offer increases the likelihood that the Maximum Redemption Condition will not be satisfied.

•   If you exercise your redemption rights by tendering your shares of Class A Common Stock into the Redemption Offer, you will not receive any Tontine Warrants.

•   Holders of Class A Common Stock who wish to redeem their shares for a pro-rata portion of the Trust Account must comply with specific requirements for redemption. A failure to comply with such requirements will result in such holder not participating in the Redemption Offer and such requirements may make it more difficult for them to exercise their redemption rights prior to the Expiration Time.

•   If a holder fails to receive notice of our Offer to Redeem their shares of our Class A Common Stock, or fails to comply with the procedures for tendering their shares of Class A Common Stock, such shares may not be redeemed.

•   There is uncertainty regarding the U.S. federal income tax consequences of the redemption to the holders of Class A Common Stock.

For a more complete discussion of the risks relating to the Redemption Offer, please refer to the section entitled “Risk Factors —Risks Relating to the Redemption Offer” of this Offer to Redeem.

The terms and conditions of the Share Purchase are contained in the Share Purchase Agreement. The Share Purchase Agreement is attached to the Schedule TO filed in respect of the Redemption Offer as Exhibit (d)(i) and we encourage you to read the Share Purchase Agreement carefully, as it is the legal document that governs the Share Purchase.

The distribution of the UMG shares acquired in the Share Purchase to our stockholders is described below under “—Distribution of UMG Shares to PSTH Stockholders.”

Liquidating Trust

On or about the time of the consummation of the Share Purchase, we will transfer the UMG Shares into the Liquidating Trust and distribute the Trust Interests in the Liquidating Trust Distribution to holders of Class A Common Stock of record as of the UMG Record Date. The UMG Record Date will be after completion of the Redemption Offer described in Part 1 and the completion of the Warrant Exchange Offer described in Part 3 of this Summary Term Sheet.

The Trust Interests will entitle holders of Class A Common Stock of record as of the UMG Record Date to their pro-rata share of UMG Shares in the PSTH UMG Distribution.

The Trust Interests will be non-transferable and will be issued under a trust agreement to be entered into by the Company and a trustee chosen by the Company. We expect Trust Interests to be handled in brokerage accounts in a manner similarly to a contingent value right or other similar right however you should speak to your broker regarding your individual circumstances.

For holders of Class A Common Stock on the UMG Record Date, this mechanic will result in an identical number of UMG Shares being distributed to them as had the Company not used the Liquidating Trust mechanic.

We expect the Liquidating Trust to liquidate and distribute UMG Shares to holders of the Trust Interests in the fourth quarter of 2021 as further described below.

We are utilizing the Liquidating Trust in order to simplify RemainCo’s balance sheet which will allow it to pursue the Future Business Combination more expediently, as well as for tax and other legal reasons.

For additional information see “The UMG Business Combination—Distribution of UMG Shares to PSTH Stockholders—Liquidating Trust” beginning on page 131.

Registration of UMG Shares

The Company, the Sponsor and UMG have entered into a Registration Rights Agreement to provide for the filing of a registration statement with the SEC in respect of the distribution of UMG Shares (the “Distribution Registration Statement”) for purposes of the PSTH UMG Distribution and certain related matters.

qualification); (ii) that Vivendi shall have performed in all material respects all of its obligations under the Share Purchase Agreement; (iii) that the Registration Rights Agreement shall have been executed and delivered by UMG (a condition which has been satisfied); and (iv) that the aggregate price paid for the shares of Class A Common Stock purchased in the Redemption Offer does not exceed $1.0 billion.

The obligation of Vivendi to consummate the Share Purchase is subject to certain closing conditions, including, but not limited to, the following: (i) that the representations and warranties of the Company shall be true and correct as of the date of the consummation of the Share Purchase; (ii) Vivendi’s General Shareholders’ Meeting, convened for June 22, 2021, shall have approved the Vivendi Distribution and the Listing (a condition which has been satisfied); (iii) that the Company shall have performed in all material respects all of its obligations under the Share Purchase Agreement; (iv) that the Indemnification Agreement is effective and there is no action pending against or threatened against its validity and enforceability; (v) that there is no action pending against or threatened against the validity and enforceability of the Pershing Square Funds Commitment and the transactions resulting from the enforcement of such commitment; and (vi) that the Company shall have joined as a party to the existing UMG Shareholders’ Agreement.

At the consummation of the Share Purchase, the Company must deliver a certificate providing that, after giving effect to the Redemption Offer and payment of the purchase price under the Share Purchase Agreement, the Company will have $1.0 billion of cash and marketable securities (as defined under U.S. GAAP), in the aggregate.

The consummation of the UMG Business Combination is subject to (i) the consummation of Share Purchase and (ii) establishment of the liquidating trust.

See “ The UMG Business Combination Documents—The Share Purchase Agreement—Conditions to the Consummation of the Share Purchase” beginning on page 159.

Termination of the Share Purchase Agreement

Subject to certain exceptions, the Share Purchase Agreement may be terminated at any time prior to the consummation of the Share Purchase by mutual written agreement and:

•   by either Vivendi or the Company, if the Share Purchase shall not have been consummated on or before September 15, 2021;

•   by either Vivendi or the Company if there shall be any applicable law that makes consummation of the Share Purchase illegal or otherwise prohibited or if consummation of the Share Purchase would violate any non-appealable final order, decree or judgment of any governmental authority having competent jurisdiction;

•   by either Vivendi or the Company if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the other party shall have occurred that would cause any of the conditions to the consummation of the Share Purchase not to be satisfied, and such breach or failure to perform is not cured by the defaulting party within 30 calendar days following receipt of written notice thereof;

•   by Vivendi, if the Company fails to complete the Share Purchase on the date that is 5 business days from the later of (i) the date on which the

consummation of the Share Purchase is scheduled to occur in accordance with the terms of the Share Purchase Agreement and (ii) if the conditions to the Company’s obligation to consummate the Share Purchase have been satisfied, and Vivendi delivers a notice to the Company that the conditions to Vivendi’s obligations to consummate the Share Purchase have been satisfied, the date on which such notice is delivered by Vivendi to the Company; and

•   by Vivendi, if the Listing and related matters are not approved at the Vivendi General Meeting (a condition which has been satisfied).

For more information see “The UMG Business Combination Documents—The Share Purchase Agreement—Termination” beginning on page 160.

Registration Rights Agreement

As described above, the Company, the Sponsor and UMG have entered into a Registration Rights Agreement to provide for the filing of the Distribution Registration Statement for purposes of the PSTH UMG Distribution and certain related matters. The Registration Rights Agreement provides that beginning on the earlier of (i) the Vivendi Distribution and (ii) October 1, 2021, UMG shall prepare and, as promptly thereafter as practicable, file with the SEC the Distribution Registration Statement.

See “The UMG Business Combination Documents—Registration Rights Agreement” beginning on page 161. In addition, the Registration Rights Agreement is attached to the Schedule TO filed in respect of the Redemption Offer as Exhibit (d)(iii) and we encourage you to read the Registration Rights Agreement carefully.

Indemnification Agreement

The Company and Vivendi have entered into an Indemnification Agreement, pursuant to which the Company will provide a customary securities law indemnification to Vivendi and certain of its affiliated persons in connection with the PSTH UMG Distribution, the Offers and any related registration statement. Pursuant to the Indemnification Agreement, the Company also represents and warrants that after giving effect to the Pershing Square Funds Commitment, the Company shall have $1.0 billion of cash and marketable securities (as defined under U.S. GAAP).

See “The UMG Business Combination Documents—Indemnification Agreement” beginning on page 162. In addition, the Indemnification Agreement is attached to the Schedule TO filed in respect of the Redemption Offer as Exhibit (d)(iv) and we encourage you to read the Indemnification Agreement carefully.

Pershing Square Funds Commitment

The Pershing Square Funds have each agreed (severally but not jointly) to fulfill or cause to be fulfilled a purchase commitment for such fund’s pro rata share of $1.6 billion of Forward Purchase Units, pursuant to the Pershing Square Funds FPA. The Pershing Square Funds Commitment is comprised of $1.0 billion of Committed Forward Purchase Units and $600 million of Additional Forward Purchase Units (the “Pershing Square Funds Commitment”). For more information see “UMG Business Combination Documents—Other Agreements” beginning on page 162.

Pershing Square Entities Letter

To provide for certain matters in relation to the UMG Business Combination and RemainCo, the Company, the Sponsor, the Pershing Square Funds, and the Company’s independent directors entered into the Pershing Square Entities Letter. Pursuant to the Pershing Square Entities Letter:

•   The Company and the Pershing Square Funds agreed to amend the Pershing Square Funds FPA as described under “RemainCo—Amended Pershing Square Funds FPA”;

•   The Company and the Sponsor agreed to amend the terms of the Sponsor Warrants as described under “RemainCo—Sponsor Warrants” below; and

•   The Company and its directors (excluding William A. Ackman) agreed to exchange a portion of the Director Warrants for shares of Class A Common Stock and amend the terms of the remaining Director Warrants as described under “RemainCo—Director Warrants” below.

See “The UMG Business Combination Documents—The Pershing Square Entities Letter” and “RemainCo” beginning on pages 161 and 163, respectively. In addition, the Pershing Square Entities Letter is attached to the Schedule TO filed in respect of the Redemption Offer as Exhibit (d)(ii) and we encourage you to read the Pershing Square Entities Letter carefully.

Pershing Square Funds FPA

Following completion of the Redemption Offer and the Warrant Exchange Offer and shortly before the Share Purchase, the Pershing Square Funds will purchase 80 million Forward Purchase Units for $1.6 billion pursuant to the Pershing Square Funds FPA and certain of our independent directors will purchase 300,000 Forward Purchase Units for $6 million pursuant to the Director FPAs. The Pershing Square Funds (or any Affiliate Transferees) may, but are not obligated to, purchase up to an additional 70 million Forward Purchase Units for $20 per unit. The Pershing Square Funds may choose to make such additional purchases if, among other reasons, the aggregate price paid for the shares of Class A Common Stock purchased in the Redemption Offer exceeds $600 million, an amount of redemptions that would cause the condition in the Share Purchase Agreement that the Company continue to have at least $1.0 billion in cash and marketable securities after giving effect to the Share Purchase not to be met.

The warrants equivalent to Public Warrants to be issued as part of the Forward Purchase Units will be exchanged for shares of Class A Common Stock at the same exchange ratio as in the Warrant Exchange Offer. We will also issue warrants equivalent to Tontine Warrants on the issuance of the shares of Class A Common Stock.

All of the shares issued as described in the immediately preceding two paragraphs will be entitled to receive their pro rata share of non-transferable interests in the Liquidating Trust even if they are issued after the relevant record dates.

The purpose of this treatment is to put the Pershing Square Funds and the Director Forward Purchasers in the same position in respect of the Forward Purchase Shares and Forward Purchase Warrants as an investor who acquired a unit in the Company’s IPO and participated in the Warrant Exchange Offer .

For a more complete discussion of the risks relating to the UMG Business Combination, please refer to the section entitled “Risk Factors—Risks Relating to the UMG Business Combination” of this Offer to Redeem

Assuming no redemptions of shares of Class A Common Stock pursuant to the Redemption Offer, (i) RemainCo will have approximately $1.6 billion in cash and (ii) the Pershing Square Funds will have the option to provide up to an additional $1.4 billion of cash though purchases of additional Class A Common Stock in connection with the Future Business Combination pursuant to the Amended Pershing Square Funds FPA. The price per share at which the Pershing Square Funds may exercise such Amended Pershing Square Funds FPA will equal RemainCo’s NAV at the time of such purchase.

The Company expects to undertake a 1:4 reverse stock split so that its NAV will be approximately $22. This stock split will only occur after the issuance of the Tontine Warrants, all warrants in respect of the Forward Purchase Agreements and the Liquidating Trust Distribution.

See “RemainCo—Capitalization of RemainCo” beginning on page 163.

There are 22,222,222 outstanding Public Warrants. Concurrent with the launch of the Redemption Offer we have commenced the Warrant Exchange Offer, pursuant to which we are offering to exchange each Public Warrant for 0.2650 shares of Class A Common Stock.

Since we are not combining with UMG, our Public Warrants will not become exercisable for shares in a combined operating company as would be typical in SPAC transactions. To provide appropriate treatment for the Public Warrants in this situation, we are conducting the Warrant Exchange Offer, which will give exchanging holders of Public Warrants the opportunity to participate in the PSTH UMG Distribution

We calculated the number of shares of Class A Common Stock for which each Public Warrant may be exchanged using substantially the same terms as would apply to a cashless exercise of such warrants pursuant to the terms of the Warrant Agreement. Specifically, we determined the exchange ratio based on the Cashless Exercise Chart, assuming for this purpose that (i) the “period to expiration of warrants” as it appears in that table is 60 months and (ii) the “Fair Market Value” of Shares of Class A Common Stock” as it appears in that table is the average of the Class A Common Stock’s volume-weighted average trading prices during the ten trading days ending on and including July 7, 2021.

As a result of the distribution of UMG Shares as part of the UMG Business Combination, the Public Warrant exercise price will be reduced by the value, per share of Class A Common Stock, of the UMG Shares that will be distributed in the UMG Business Combination. Assuming no shares are tendered into the Redemption Offer, as set forth under “Certain Defined Terms” and that the Board determines that the fair market value of the UMG Shares is the price that we have agreed to pay for the UMG Shares, we expect that the exercise price will be reduced from $23.00 per share to approximately $9.37 per share. Holders who exchange Public Warrants for shares in the Warrant Exchange Offer will, by tendering, be consenting to these Proposed Amendments. Those amendments clarify that the share prices that appear at the top of the Cashless Exercise Chart in the Warrant Agreement and the trigger prices allowing us to redeem warrants will each be reduced by that same amount. Those adjustments will also apply to the Tontine Warrants.

The Warrant Exchange Offer is being made solely by means of our Offer to Exchange and the Exchange Offer Letter of Transmittal. Holders of Public Warrants should consult the Offer to Exchange and Exchange Offer Letter of Transmittal in order to obtain important information about the Warrant Exchange Offer. This Offer to Redeem and the Redemption Offer Letter of Transmittal and other materials filed on Schedule TO in connection herewith do not form part of the Warrant Exchange Offer in any respect.

Tontine Warrants

The record date as of which one must be a holder of record of a share of Class A Common Stock to be eligible to receive a pro-rata share of the Tontine Warrants will be between the closing of the Redemption Offer and the closing of the Warrant Exchange Offer. The Tontine Warrants will not be eligible to participate in the Warrant Exchange Offer and will be issued prior to the consummation of the Share Purchase.

This is because our Certificate of Incorporation contemplates that the Tontine Warrants will be issued only to holders of the Class A Common Stock issued in our IPO and only following the exercise of redemption rights afforded in connection with our initial business combination (i.e., after the completion of this Redemption Offer). As such our Certificate of Incorporation did not contemplate that any Tontine Warrants would be issued in respect of the shares of Class A Common Stock that will be issued in connection with the Warrant Exchange Offer as such shares were not issued in our IPO.

We will also issue warrants equivalent to Tontine Warrants on exercise of the Pershing Square Funds FPA and Director FPAs, as previously discussed. These warrants are not included in the pro-rata distribution of the 44,444,444 Tontine Warrants we will distribute to those holders of record of Class A Common Stock following the completion of the Redemption Offer.

Adjustment to Remaining Warrants

The Remaining Warrants, including the 44,444,444 Tontine Warrants we will distribute (and warrants equivalent to the Tontine Warrants that will be issued upon the exercise of the Forward Purchase Agreements), along with any of the 22,222,222 currently outstanding Public Warrants that are not exchanged in the Warrant Exchange Offer, will remain outstanding but the exercise price will be reduced,

following the consummation of the Share Purchase and the Liquidating Trust Distribution to take into account the per-share value of the Liquidating Trust Distribution and certain other adjustments will be made.

Remaining Warrants Redemption

Following the completion of the Share Purchase and Liquidating Trust Distribution, we may elect to simplify the capital structure of the Company by calling for redemption, in accordance with the terms of the Warrant Agreement, any Remaining Warrants in the Remaining Warrant Redemption. Assuming we do so, the holders of Remaining Warrants will have 30 days to exercise their Remaining Warrants on a “cashless” basis pursuant to the then-existing Cashless Exercise Chart (adjusted as set forth under “—The Warrant Exchange Offer” above). Following such 30-day period, we will redeem any Remaining Warrants that have not been exercised for $0.10 per Remaining Warrant.

See “RemainCo—Remaining Warrants” beginning on page 164.

The Sponsor Warrants will not be exercised in connection with the UMG Business Combination. Instead, they will remain in place at RemainCo with their exercise price adjusted to equal 120% of the Company’s NAV.

See “RemainCo—Sponsor Warrants” beginning on page 165.

The Director Warrants will not be exercised in connection with the UMG Business Combination. Instead, the directors will exchange approximately 72% of the Director Warrants for shares of Class A Common Stock and the remaining approximately 28% will remain in place at RemainCo with their exercise price adjusted to equal 120% of the Company’s NAV. Specifically, (i) the holders of the Director Warrants will receive, in exchange for approximately 72% of the Director Warrants, an aggregate of 1,167,450 shares of Class A Common Stock (a number of shares with a value, based on volume-weighted average trading prices over an averaging period before execution of the Share Purchase Agreement, equal to approximately 72% of the fair market value of the Director Warrants as determined by a third-party valuation firm), (ii) such shares will participate in the PSTH UMG Distribution and be eligible to receive SPARC securities and (iii) the remainder of the Director Warrants (covering approximately 0.07% of the fully diluted shares of the combined company after our Future Business Combination, which is approximately 28% of the percentage covered by the original Director Warrants) will remain in place with their exercise price adjusted to equal 120% of the Company’s NAV. We will also issue, alongside those shares, warrants equivalent to 259,433 Tontine Warrants. These warrants are not included in the pro-rata distribution of the 44,444,444 Tontine Warrants we will distribute to those holders of record of Class A Common Stock following the completion of the Redemption Offer.

See “RemainCo—Director Warrants” beginning on page 165.

•   As an investor in RemainCo, you will not be entitled to certain protections typically afforded to investors of many other blank check companies. Not having those protections may affect the market price of the Class A Common Stock.

•   The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to transact in our securities and subject us to additional trading restrictions.

•   A market for our securities may not continue, which would adversely affect the liquidity and price of our securities.

•   If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements, and our assets and activities may be restricted.

•   Following the completion of the UMG Business Combination, our Sponsor and its affiliates may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.

•   Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by the Company (including SPARC) and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

•   The Pershing Square Funds and any Affiliate Transferees have the right to purchase up to $1.4 billion of Class A Common Stock prior to or simultaneously with our Future Business Combination pursuant to the Amended Pershing Square Funds FPA (or such greater amount as mutually agreed upon by us and the Pershing Square Funds), but have no obligation to make such purchase. Our ability to raise additional capital or consummate our Future Business Combination may be adversely impacted if the Pershing Square Funds and any Affiliate Transferees decline to exercise this right.

•   The Pershing Square Funds or any Affiliate Transferees may elect to exercise the Amended Pershing Square Funds FPA prior to any Future Business Combination, which could provide them with substantial influence over, or control of, the outcome of any matter submitted to a vote of our stockholders. As the Pershing Square Funds, our Sponsor and directors will lose the investment opportunity presented by the Amended Pershing Square Funds FPA, the Sponsor Warrants and Director Warrants, respectively, if the Future Business Combination is not completed, our Sponsor and directors may have a conflict of interest in determining whether a particular business combination target is appropriate for the Future Business Combination.

•   If we do not consummate the UMG Business Combination, we may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Stockholders may only receive $20.00 per share, or less than such amount in certain circumstances, and our Public Warrants, Sponsor Warrants and Director Warrants will expire worthless, and our Tontine Warrants will never have been distributed.

For a more complete discussion of the risks relating to RemainCo, please refer to the section entitled “Risk Factors—Risks Relating to RemainCo” of this Offer to Redeem.

An affiliate of our Sponsor has sponsored SPARC, a Cayman Islands exempted company.

While SPARC is an acquisition company, it is not a conventional SPAC. Unlike a conventional SPAC, SPARC does not intend to raise capital through an underwritten IPO in which investors commit capital upfront–before knowing the company with which it will combine.

Instead, SPARC intends to issue SPARC Warrants for no consideration to PSTH stockholders of record as of a record date that SPARC will announce. SPARC has informed us that it intends for that record date to be some time after the closing of the Redemption Offer and Warrant Exchange Offer.

The SPARC Warrants will be exercisable for common shares at a price of $20.00 per share, but only after SPARC enters into a definitive agreement for its initial business combination. SPARC expects that the SPARC Warrants will trade on the NYSE or Nasdaq.

The SPARC Warrant distribution remains subject to SEC and stock exchange review, and will take place only once a registration statement has been declared effective by the SEC under the Securities Act of 1933. No assurance can be given that SPARC will be ultimately effectuated on the above outlined terms or at all.

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•  in the event of shares of Class A Common Stock redeemed in the Redemption Offer, there may be a reduced public float for our Class A Common Stock and therefore reduced liquidity;

•  the Class A Common Stock could be delisted from the NYSE if we do not meet applicable requirements;

•  share price declines; and

•  risks related to the operation of UMG’s business following the consummation of the UMG Business Combination.

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(1)   The purchase of the UMG Shares, pursuant to which the Company will buy approximately 10% of the outstanding ordinary shares of UMG and thereafter distribute these shares to holders of Class A Common Stock in the PSTH UMG Distribution.

(2)   Following the PSTH UMG Distribution, holders of Class A Common Stock will continue to own shares in the Company (or “RemainCo”). The Company will not disappear into UMG and it will not liquidate following the UMG Business Combination. Assuming no redemptions of shares of Class A Common Stock pursuant to the Redemption Offer, RemainCo will have (i) approximately $1.6 billion in cash and (ii) access to an additional $1.4 billion of cash pursuant to the Amended Pershing Square Funds FPA. If the Pershing Square Funds choose to exercise any of those additional amounts, the price per share will equal the Company’s NAV per share at the time of such purchase.

(3)   SPARC will issue SPARC Warrants to holders of the Company’s Class A Common Stock. The SPARC Warrants will be exercisable for common shares at a price of $20.00 per share, but only after SPARC enters into a definitive agreement for its initial business combination.

•  the fact that the Pershing Square Funds, which are affiliates of our Sponsor, agreed to fulfill or cause to be fulfilled a forward purchase commitment for such funds’ pro-rata share of $1.6 billion of Forward Purchase Units, pursuant to the terms of the Forward Purchase Agreement and as contemplated by the Share Purchase Agreement;

•  the Pershing Square Funds would lose the investment opportunity presented by the Forward Purchase Agreement if an initial business combination is not completed;

•  the fact that each of our directors other than William A. Ackman (including Lisa Gersh, Michael Ovitz, Jacqueline Reses and Joseph Steinberg (including through The Joseph S. and Diane H. Steinberg Charitable Trust)) purchased Director Warrants in aggregate of $2,837,500. In connection with the UMG Business Combination: (i) the holders of the Director Warrants will receive, in the aggregate, 1,167,450 shares of Class A Common Stock (a number of shares with a value, based on volume-weighted average trading prices over an averaging period before execution of the Share Purchase Agreement, equal to approximately 72% of the fair market value of the Director Warrants as determined by a third-party valuation firm), (ii) such shares will participate in the PSTH UMG Distribution and (iii) the remainder of the Director Warrants (covering approximately 0.07% of the fully diluted shares of the combined company after our Future Business Combination, which is approximately 28% of the percentage covered by the original Director Warrants) will remain in place with the exercise price of the Director Warrants adjusted in the same manner as the exercise price of the Sponsor Warrants as explained above; however, if the Transaction is not completed, our directors who hold Director Warrants will not receive any consideration for the Director Warrants, and our directors who hold Director Warrants will lose the investment opportunity presented by the Director Warrants if the Company does not complete the UMG Business Combination or a Future Business Combination with an operating company or enters into a Future Business Combination that is unlikely to result in a price per common share above $24.00;

•  the fact that Michael Ovitz and Jacqueline Reses committed to purchase an aggregate of $6,000,000 of Forward Purchase Units at any time prior to (or simultaneously with) the closing of our initial business combination, and will lose the investment opportunity presented by the Director FPAs if we do not complete an initial business combination;

•  the fact that Michael Gonnella and Joseph S. Steinberg beneficially own 4,500 and 9,375 shares of Class A Common Stock, respectively;

•  the fact that Joseph S. Steinberg has agreed to waive his redemption rights with respect to any shares of Class A Common Stock held by him in connection with the completion of our initial business combination pursuant to the Letter Agreement;

•  by either Vivendi or the Company, if the Share Purchase shall not have been consummated on or before September 15, 2021;

•  by either Vivendi or the Company if there shall be any applicable law that makes consummation of the Share Purchase illegal or otherwise prohibited or if consummation of the Share Purchase would violate any non-appealable final order, decree or judgment of any governmental authority having competent jurisdiction;

•  by either Vivendi or the Company if a breach of any representation or warranty or failure to perform any covenant or agreement on the part of the other party shall have occurred that would cause any of the conditions to the consummation of the Share Purchase not to be satisfied, and such breach or failure to perform is not cured by the defaulting party within 30 calendar days following receipt of written notice thereof;

•  by Vivendi, if the Company fails to complete the Share Purchase on the date that is five business days from the later of (i) the date on which the consummation of the Share Purchase is scheduled to occur in accordance with the terms of the Share Purchase Agreement and (ii) if the conditions to the Company’s obligation to consummate the Share Purchase have been satisfied, and Vivendi delivers a notice to the Company that the conditions to Vivendi’s obligations to consummate the Share Purchase have been satisfied, the date on which such notice is delivered by Vivendi to the Company; and

•  by Vivendi, if the Listing and related matters are not approved at the Vivendi General Meeting (a condition which has been satisfied).

•  The Company and the Pershing Square Funds agreed to amend and restate the Pershing Square Funds FPA as described under “RemainCo—Amended Pershing Square Funds FPA” and exercise the Pershing Square Funds FPA such that the Share Purchase closing conditions are satisfied;

•  The Company and the Sponsor agreed to amend the Sponsor Warrants as described under “RemainCo—Sponsor Warrants” below; and

•  The Company and its directors (excluding William A. Ackman) agreed to exchange a portion of the Director Warrants for shares of Class A Common Stock and amend the terms of the remaining Director Warrants as described under “RemainCo—Director Warrants”.