ADVISOR WARRANT AGREEMENT between PERSHING SQUARE SPARC HOLDINGS, LTD. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated [●], 2023

Exhibit 4.6

ADVISOR WARRANT AGREEMENT

between

PERSHING SQUARE SPARC HOLDINGS, LTD.

and

CONTINENTAL STOCK TRANSFER & TRUST COMPANY

Dated [●], 2023

TABLE OF CONTENTS

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THIS ADVISOR WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2023, is by and between

WHEREAS, Pershing Square SPARC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving Pershing Square SPARC and one or more businesses (the “Business Combination”);

WHEREAS, Pershing Square SPARC and Pershing Square SPARC Sponsor, LLC, a Delaware limited liability company (“Sponsor”), have entered into those certain Securities Subscription Agreements, pursuant to which the Sponsor purchased an aggregate of 422,533 shares of the Company’s common stock, par value $0.0001 per share (“Existing Sponsor Shares”);

WHEREAS, the Sponsor has purchased from Pershing Square SPARC Holdings certain warrants (the “Sponsor Warrants”) exercisable for a number of shares of Common Stock (as defined below) as set forth in the Sponsor Warrant Purchase Agreement between Pershing Square SPARC Holdings and the Sponsor dated as of July 28, 2023 (the “Sponsor Warrant Purchase Agreement”) and on such terms as are otherwise set forth therein and in the Sponsor Warrant Agreement between Pershing Square SPARC Holdings and Continental Stock Transfer & Trust Company, as warrant agent, dated as of July 28, 2023, for a purchase price of $35,892,480 in cash, paid on the date of the Sponsor Warrant Purchase Agreement, and Pershing Square SPARC recognizes such Sponsor Warrants for purposes of its balance sheet as issued;

WHEREAS, Pershing Square SPARC and each of the members of the Advisory Board of the Pershing Square SPARC (each, an “Advisor”) have entered into those certain Advisor Warrant Issuance Agreements (the “Advisor Warrant Issuance Agreements”), pursuant to which each advisor will be issued warrants in a private placement simultaneously with the closing of the Distribution, exercisable for a number of shares of Common Stock and on such terms as set forth therein and in this Agreement, bearing the legend set forth in Exhibit B hereto (the “Advisor Warrants”);

WHEREAS, pursuant to a registration statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Commission”), Pershing Square SPARC intends to distribute, for no

cost to the recipients, up to 61,111,111 subscription warrants of Pershing Square SPARC (as such number may be adjusted pursuant to the terms of the SPAR Rights Agreement between the Company and Continental Stock Transfer & Trust Company) referred to as special purpose acquisition rights (each a “SPAR” and collectively, the “SPARs”), with each such SPAR exercisable at a future date in connection with the Business Combination to purchase two shares of common stock of the company surviving the Business Combination, at a minimum exercise price of $10.00 per share (the “Distribution”);

WHEREAS, as a result of the Business Combination, and immediately following the transactions occurring in connection therewith in order to effect the Business Combination, the publicly-traded company surviving the Business Combination may be either Pershing Square SPARC or another entity (and all references to the “Company,” shall mean both Pershing Square SPARC and the entity surviving the Business Combination, as applicable);

WHEREAS, on or prior to the Distribution, the Company shall enter into that certain Committed Forward Purchase Agreement (the “Committed Forward Purchase Agreement”) with 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 (the “Committed Forward Purchasers”) pursuant to which the Committed Forward Purchasers shall purchase in the aggregate from the Company, on a private placement basis at the time of the consummation of the Business Combination, no less than $250,000,000 of Public Shares, and no more than $1,000,000,000 of Public Shares (the “Committed Forward Purchase Shares”), at a price per share equal to the Final Exercise Price (as defined below), in accordance with the terms and conditions of the Committed Forward Purchase Agreement;

WHEREAS, on or prior to the Distribution, the Company shall enter into that certain Additional Forward Purchase Agreement (the “Additional Forward Purchase Agreement”) with PS SPARC I Master, L.P., a Cayman Islands limited partnership (the “Additional Forward Purchaser”), pursuant to which the Additional Forward Purchaser may elect, in its sole discretion, to purchase in the aggregate from the Company, on a private placement basis at the time of the consummation of the Business Combination, up to an amount of Public Shares equal to $3,500,000,000 less the aggregate purchase price of the Committed Forward Purchase Shares (the “Additional Forward Purchase Shares” and together with the Committed Forward Purchase Shares, the “Forward Purchase Shares”), at a price per share equal to the Final Exercise Price, in accordance with the terms and conditions of the Additional Forward Purchase Agreement;

WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Advisor Warrants;

WHEREAS, the Company desires to provide for the form and provisions of the Advisor Warrants, the terms upon which it shall be issued and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holder of the Advisor Warrants; and

WHEREAS, all acts and things have been done and performed which are necessary to make the Advisor Warrants, when executed on behalf of the Company and countersigned by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

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NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:

The Company hereby appoints the Warrant Agent to act as agent for the Company for the Advisor Warrants, and the Warrant Agent ▇▇▇▇▇▇ accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement.

A physical certificate, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial Officer, Secretary or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Advisor Warrant shall have ceased to serve in the capacity in which such person signed the Advisor Warrant before such Advisor Warrant is issued, it may be issued with the same effect as if he, she or they had not ceased to be such at the date of issuance.

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A Registered Holder shall indicate whether it intends to exercise their Advisor Warrants in part or in whole by indicating the number of Advisor Warrant Shares for which the Advisor Warrants are to be exercised (with respect to each such exercise, the “Exercise Shares”) on the subscription form set forth in the Advisor Warrants (the “Subscription Form”). The aggregate number of Advisor Warrant Shares issuable upon exercise of the remaining and unexercised Advisor Warrants, taking into account all previous exercises of the Advisor Warrants and any adjustments pursuant to Section 4 of this Agreement (the “Remaining Shares”), shall be reflected in book-entry form or on a physical certificate as provided in Section 3.3(b) of this Agreement.

Promptly following the consummation of the Business Combination, the Company will amend Appendix A attached hereto indicating the total Number of Advisor Warrant Shares (as defined herein) for which the Advisor Warrants are exercisable. Upon any partial exercise of the Advisor Warrants, the Company will promptly further amend Appendix A, indicating the number of Remaining Shares for which the unexercised Advisor Warrants may be exercised.

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which transfer may be made in whole or in part (the “Permitted Transferees”), provided that any Permitted Transferee must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement.

If a fractional Advisor Warrant is transferred prior to the determination of the number of total Advisor Warrant Shares pursuant to Section 3.1 of this Agreement, such transfer shall be made with respect to a percentage of the Advisor Warrant, and such percentage will be reflected accordingly in the Warrant Register and on any physical certificates issued in connection with such purchases. Any such fractional Advisor Warrant shall be exercisable for that number of Advisor Warrant Shares equal to the percentage reflected in the Warrant Register and on the physical certificate for such fractional Advisor Warrant, multiplied by the number of total Advisor Warrant Shares as to be determined pursuant to Section 3.1, and subject to the adjustments provided in Section 4 hereof and the last sentence of Section 3.1.

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in each case, at the Warrant Price (as defined below), and subject to the adjustments provided in Section 4 hereof and in the paragraph below which defines the Warrant Price. In the event that the Number of Sponsor Warrant Shares (as defined in the Sponsor Warrant Agreement) is reduced for any reason, then the Number of Advisor Warrant Shares shall be reduced proportionately.

The term “Fully Diluted Basis” as used in this Agreement shall mean, at the time immediately following the Business Combination, (i) the number of shares of Common Stock outstanding plus (ii) (x) the gross number of shares of Common Stock issuable upon the exercise of any warrants of the Company, including, without limitation, the Advisor Warrants and the Sponsor Warrants, (y) the gross number of shares of Common Stock issuable upon the exercise of any stock options issued by the Company and (z) the gross number of shares underlying any other instrument issued by the Company (whether debt or otherwise) that is convertible or exercisable into or otherwise tracks the performance of shares of Common Stock (including any equity or equity-based award, including, without limitation, stock appreciation rights, restricted stock, restricted stock units, performance stock units, or phantom stock units), in each case with respect to those such securities that are outstanding or committed to be issued at the time immediately following the Business Combination, and without regard to whether such security is exercisable, convertible or “in-the-money” at the time immediately following the Business Combination, and without regard as to whether fewer shares of Common Stock may actually be issued as a result of any tax withholding, “cashless” or “net exercise” procedure.

The term “Warrant Price” as used in this Agreement shall mean the price per share at which shares of Common Stock may be purchased at the time an Advisor Warrant is exercised (initially a cash payment in an amount equal to 120% of the Final Exercise Price, as described above, or by payment pursuant to a “cashless exercise”), as adjusted by the provision of Section 4 from time to time. Upon such adjustments in Section 4, the “Warrant Price (Adjusted)” (as determined by Section 4) will become the Warrant Price, and Section 4 will apply to successive warrant price adjustments. In no case will any adjustment herein increase the Warrant Price (other than as provided by Section 4.2 or as is necessary to undo an adjustment for a corporate event that was announced but not consummated).

The Number of Advisor Warrant Shares shall be adjusted by the provisions of Section 4 from time to time. Upon such adjustments in Section 4, the “Number of Advisor Warrant Shares (Adjusted)” (as determined by Section 4) will become the Number of Advisor Warrant Shares, and Section 4 will apply to successive adjustments to the Number of Advisor Warrants. In no case will any adjustment herein decrease the Number of Advisor Warrant Shares (other than as provided by Section 4.2 or as is necessary to undo an adjustment for a corporate event that was announced but not consummated).

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Where:

ES is the number of Exercise Shares;

WP is the Warrant Price immediately prior to such exercise; and

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FMV is the average of the daily volume-weighted average trading prices of the Common Stock during the 10 consecutive trading days ending on the third trading day prior to the date on which notice of exercise of the Advisor Warrant is sent to the Warrant Agent.

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Where:

WP is the Warrant Price immediately prior to such event;

A is the number of shares of Common Stock outstanding immediately prior to such event; and

B is the number of shares of Common Stock outstanding immediately following such event.

If any event requiring adjustment under this subsection 4.1(a) occurs at any time following the Business Combination, the Number of Advisor Warrant Shares shall be adjusted as follows:

Where:

AWS_Pre means the Number of Advisor Warrant Shares immediately prior to such event;

and,

A and B are each as defined above.

Where:

WP means the Warrant Price in effect immediately preceding the ex-date of such Dividend;

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RL means “Reference Level” which is the closing price of the Common Stock on the trading day immediately preceding the relevant ex-date date; and

DV means “Dividend Value” which is (i) with respect to any cash component of such Dividend, such amount of cash, and (ii) with respect to any component of such Dividend in the form of securities or assets other than cash (other than the Common Stock), the fair market value (as determined by the Board, in good faith) of such securities or assets, as paid on each share of Common Stock in respect of such Dividend.

If any event requiring adjustment under this subsection 4.1(b) occurs at any time following the Business Combination, the Number of Advisor Warrant Shares shall be adjusted as follows:

Number of Advisor Warrant Shares _(Adjusted) = AWS_Pre * Dividend Ratio

Where:

AWS_Pre means the Number of Advisor Warrant Shares immediately prior to such event; and

Dividend Ratio is as defined above.

The adjustments in this subsection 4.1(b) shall be made successively whenever such Dividends occur.

If a Dividend includes Common Stock, the Warrant Price and the number of shares of Common Stock issuable upon exercise of an Advisor Warrant will first be adjusted as provided in subsection 4.1(a) above with respect to the Common Stock portion of the Dividend, and be further adjusted as provided in this subsection 4.1(b) with respect to the remaining portion of the Dividend.

In the event that any such adjustment(s) result in a Warrant Price that is less than zero, the Company will determine an adjustment to the terms of the Advisor Warrants that addresses the economic consequences of the dividend(s) or distribution(s) that would have, but for this clause, resulted in the Warrant Price being less than zero.

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Where:

WP is the Warrant Price immediately prior to such event;

A is the number of shares of Common Stock outstanding immediately prior to such event; and

B is the number of shares of Common Stock outstanding immediately following such event.

If any event requiring adjustment under this Section 4.2 occurs at any time following the Business Combination, the Number of Advisor Warrant Shares shall be adjusted as follows:

Where:

AWS_Pre means the Number of Advisor Warrant Shares immediately prior to such event;

and,

A and B are each as defined above.

Replacement of Securities upon Reorganization, etc. At any time following the date hereof, in case of any reclassification or reorganization of the outstanding shares of Common Stock (other than in connection with a change under subsections 4.1(a) or 4.1(b) or Section 4.2 hereof or a change that solely affects the par value of such shares of Common Stock), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company into another type of entity (other than a merger or consolidation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, a Registered Holder shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Advisor Warrants and in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of securities, cash or other property receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that such Registered Holder would have received if such holder had exercised its Advisor Warrants immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other property receivable upon such consolidation or merger, then the kind and amount of securities, cash or other property constituting the Alternative Issuance for which the Advisor Warrants shall become exercisable shall be deemed to be the kind and amount received per share by

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the holders of the Common Stock in such consolidation or merger that provides the greatest value to a Registered Holder (as determined by the Company), and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, a Registered Holder shall be entitled to receive as the Alternative Issuance, the highest amount of securities, cash or other property to which such holder would actually have been entitled as a stockholder if such Registered Holder had exercised the Advisor Warrants prior to the expiration of such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant to such tender or exchange offer.

If a transaction of the sort described in this Section 4.3 results in an Alternative Issuance that includes anything other than common stock or other equivalent equity securities of the company surviving the transaction (“Qualified Common Stock”), the Registered Holders of a majority of the Advisor Warrants may elect, by notice to the Company at any time before effectiveness of the transaction, to require the Company or its successor to redeem for cash the portion of the Advisor Warrants that are exercisable for the non-Qualified Common Stock components of the Alternative Issuance they specify in the notice (the “Redeemable Components”). In that case, (a) the Advisor Warrants shall be split in two, with one warrant (the “Redeemable Warrant”) being exercisable solely for the Redeemable Components and the other warrant (the “Continuing Advisor Warrant”) being exercisable solely for the components of the Alternate Issuance other than the Redeemable Components, and (b) the aggregate Warrant Price shall be apportioned between those two warrants in accordance with the relative value of the components underlying each at the effective date of the transaction (as determined in good faith by the Board). The Company shall then be required to redeem the Redeemable Warrants for cash, as soon as practicable (and in any event no later than 5 trading days) after determination of the Advisor Warrant Value pursuant to the following paragraph, at a price equal to the Advisor Warrant Value times the percentage of the value of the Alternate Issuance represented by the Redeemable Components (in each case at effectiveness of the transaction and in each case as determined in good faith by the Board).

The Advisor Warrant Value shall be determined as follows: The Company and the Registered Holders of a majority of the Advisor Warrants shall, within ten days after the effectiveness of the transaction, each choose an Independent Appraiser (as defined below), and the two Independent Appraisers shall, within ten days of their appointment, choose a third Independent Appraiser (the “Third Independent Appraiser”). All three Independent Appraisers will independently calculate, using the Agreed Model (the “Agreed Model”) as set forth in the 2002 ISDA Equity Derivative Definitions (except to the extent that the relevant Independent Appraiser determines to depart from that model due to anomalies in the circumstances that it believes require the departure in order to arrive

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at a fair valuation), the value of the Advisor Warrants and provide that valuation to the Company and the Registered Holders within ten days after selection of the Third Independent Appraiser. The Advisor Warrant Value will be the average of (x) the value calculated by the Third Independent Appraiser and (y) the value calculated by the Independent Appraiser which is closest to the value calculated by the Third Independent Appraiser. The determination of the Advisor Warrant Value shall be conclusive and binding on the parties, absent manifest error. As used herein, “Independent Appraiser” means a leading dealer that trades equity derivatives with substantial experience in valuing securities like the Advisor Warrants. The fees and expenses of each party’s chosen Independent Appraiser shall be borne by such party, and the fees and expenses of the Third Independent Appraiser shall be split equally between the Company and the Registered Holder(s).

If any reclassification or reorganization also results in a change in shares of Common Stock covered by subsection 4.1(a), then such adjustment shall be made pursuant to subsection 4.1(a) or Section 4.2 and this Section 4.3.

The provisions of this Section 4.3 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers, tender offers or exchange offers.

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Warrant Price _(Adjusted) = WP_(Pre) * [(OS₀ + Y)/(OS₀ + X)]

where,

WP_(Pre) = the Warrant Price in effect immediately prior to the open of business on the ex-dividend date for such issuance;

OS₀ = the number of shares of Common Stock outstanding immediately prior to the open of business on such ex-dividend date;

X = the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y = the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the daily volume-weighted average trading prices of the Common Stock over the 10-consecutive-trading-day-period ending on, and including, the trading day immediately preceding the date of announcement of the issuance of such rights, options or warrants.

If any event requiring adjustment under this Section 4.10 occurs at any time following the Business Combination, Number of Advisor Warrant Shares shall be adjusted as follows:

Number of Advisor Warrant Shares _(Adjusted) = AWS_Pre * [(OS₀ + X)/(OS₀ + Y)]

where,

AWS_Pre means the Number of Advisor Warrant Shares immediately prior to such event;

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and,

OS₀, X and Y are each as defined above.

Any amendment made under this Section 4.10 shall be made successively whenever any such rights, options or warrants are issued and shall become effective immediately after the open of business on the ex-dividend date for such issuance. To the extent that any rights, options or warrants that triggered a decrease in Warrant Price under this Section 4.10 shall expire unexercised, the decrease shall be recalculated as though such expired rights, options or warrants had never been issued.

For purposes of this Section 4.10, in determining whether any rights, options or warrants entitle the holders of Common Stock to subscribe for or purchase shares of the Common Stock at less than such average of daily volume-weighted average trading prices of the Common Stock referred to in the beginning of this Section 4.10, and in determining the aggregate offering price of such shares of Common Stock, there shall be taken into account any consideration received by the Company for such rights, options or warrants and any amount payable on exercise or conversion thereof, the value of such consideration, if other than cash, to be determined in good faith by the Board.

Warrant Price _(Adjusted) = WP_(Pre) * [(OS₀ * SP₁)/(AC+ (SP₁ * OS₁))]

where,

WP_(Pre) = the Warrant Price in effect immediately prior to the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the Tender Expiration Date;

AC = the aggregate value of all cash and any other consideration (as determined by the in good faith by the Board) paid or payable for shares of Common Stock purchased in such tender or exchange offer;

OS₀ = the number of shares of Common Stock outstanding immediately prior to the time (the “Tender Expiration Time”) such tender or exchange offer expires (prior to giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer);

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OS₁ = the number of shares of Common Stock outstanding immediately after the Tender Expiration Time (after giving effect to the purchase of all shares of Common Stock accepted for purchase or exchange in such tender or exchange offer); and

SP₁ = the average of the daily volume-weighted average trading prices of the Common Stock over the 10 consecutive trading day period commencing on, and including, the trading day next succeeding the Tender Expiration Date.

If any event requiring adjustment under this Section 4.11 occurs at any time following the Business Combination, the Number of Advisor Warrant Shares shall be adjusted as follows:

Number of Advisor Warrant Shares _(Adjusted) = AWS_Pre*[(AC+(SP₁* OS₁))/ (OS₀*SP₁)]

where,

AWS_PRE = the Number of Advisor Warrant Shares immediately prior to the close of business on the 10th trading day immediately following, and including, the trading day next succeeding the Expiration Date;

and,

AC, OS_0, OS₁ and SP₁ are each as defined above.

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Pershing Square SPARC Holdings, Ltd.

▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 9^th Floor

New York, NY 10019

Attention: ▇▇▇▇▇▇▇▇@▇▇▇▇▇.▇▇▇

Copy to: ▇▇▇▇▇@▇▇▇▇▇.▇▇▇

Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Advisor Warrant or by the Company or Sponsor to or on the Warrant Agent shall be sufficiently given (i) if by email, when the email is sent on a business day and receipt is confirmed, or (ii) when so delivered if by hand, on the next business day if sent by overnight delivery, or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the Company), as follows:

Continental Stock Transfer & Trust Company

▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 30th Floor

New York, NY 10004

Attention: Compliance Department

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Appendix A

Exhibit A Form of Advisor Warrant Certificate

Exhibit B Restricted Legend

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

[Signature Page to Advisor Warrant Agreement]

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Appendix A

Final Exercise Price of SPARs:                     

Warrant Price per share issuable upon exercise of Advisor Warrants (120% of the Final Exercise Price), as determined upon the public announcement by the Company of the Final Exercise Price:                     

Advisor Warrant Percentage in the Aggregate:

Advisor Warrant Percentage by each Holder:

Shares issuable upon exercise of the Advisor Warrants, as determined immediately following the Business Combination:                     

Shares issuable upon exercise of the Advisor Warrants following the partial exercises thereof as set forth below:                     

Partial Exercise:

Adjustments to Exercise Price and shares of Common Stock issuable upon exercise of the Advisor Warrants:

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EXHIBIT A

[Form of Advisor Warrant Certificate]

[FACE]

Number

Advisor Warrant

PERSHING SQUARE SPARC HOLDINGS, LTD.

Incorporated Under the Laws of the State of Delaware

Advisor Warrant Certificate

This Warrant Certificate certifies that [                     ], or registered assigns, is the registered holder of the warrant(s) evidenced hereby (the “Advisor Warrants” and each, a “Advisor Warrant”) to purchase shares of Common Stock (as defined below) of the Company (as defined below). Each Advisor Warrant, or portion thereof, entitles the holder, upon exercise during the period set forth in the Advisor Warrant Agreement referred to below, to receive from the Company that number of fully paid and non-assessable shares of Common Stock as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Advisor Warrant Agreement, payable in lawful money (or through “cashless exercise” as provided for in the Advisor Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Advisor Warrant Agreement. Defined terms used in this Advisor Warrant Certificate but not defined herein shall have the meanings given to them in the Advisor Warrant Agreement.

The term “Company” as used in this Advisor Warrant Certificate refers to, prior to the Business Combination, Pershing Square SPARC Holdings, Ltd., and immediately following the Business Combination, to the publicly-traded company surviving the Business Combination, whether such continuing entity is Pershing Square SPARC Holdings, Ltd. or another entity.

The term “Common Stock” as used in this Advisor Warrant Certificate shall refer to (i) the Class A common stock, par value $0.0001 per share, of Pershing Square SPARC if Pershing Square SPARC is the publicly-traded company surviving the Business Combination, (ii) the common stock, membership interests, units, or other equity security representing the share capital of the publicly-traded company surviving the Business Combination, if such entity is not Pershing Square SPARC, or (iii) such other equity security as agreed upon in writing by the Registered Holders of the Sponsor Warrants representing 50% of the shares issuable upon the exercise of the then-outstanding amount of the Sponsor Warrants and the Company.

A whole Advisor Warrant will initially be exercisable for that number of shares of Common Stock equal to the product of (i) 0.154% and (ii) the number of shares of Common Stock that are outstanding immediately following the Business Combination on a Fully Diluted Basis, as provided in Section 3.1 of the Advisor Warrant Agreement and subject to adjustment upon certain events set forth in the Advisor Warrant Agreement.

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The initial Exercise Price per share of Common Stock for which the Advisor Warrant is exercised will be equal to 120% of the Final Exercise Price at which SPARs are to be exercised, which Final Exercise Price will be publicly announced by the Company in connection with its entry into a definitive agreement with respect to the Business Combination. The Exercise Price is subject to adjustment upon the occurrence of certain events set forth in the Advisor Warrant Agreement.

Subject to the conditions set forth in the Advisor Warrant Agreement, the Advisor Warrant may be exercised only during the Exercise Period and to the extent not exercised or deemed exercised by the end of such Exercise Period, such Advisor Warrant shall become void.

Reference is hereby made to the further provisions of this Advisor Warrant Certificate set forth on the reverse hereof and such further provisions shall for all purposes have the same effect as though fully set forth at this place.

This Advisor Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

This Advisor Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof.

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[Form of Advisor Warrant Certificate]

[Reverse]

The Advisor Warrant evidenced by this Advisor Warrant Certificate relates to the duly authorized issue of the Advisor Warrant entitling the holder on exercise to receive shares of Common Stock and is to be issued pursuant to an Advisor Warrant Agreement dated as of [●], 2023 (as amended or supplemented from time to time, the “Advisor Warrant Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Advisor Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders or Registered Holder) of the Advisor Warrant. A copy of the Advisor Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Advisor Warrant Agreement.

The Advisor Warrant may be exercised, in whole or in part, at any time during the Exercise Period set forth in the Advisor Warrant Agreement. The holder of the Advisor Warrant evidenced by this Advisor Warrant Certificate may exercise the Advisor Warrant by surrendering this Advisor Warrant Certificate, with the form of election to purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the Advisor Warrant Agreement (or through “cashless exercise” as provided for in the Advisor Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of the Advisor Warrant evidenced hereby shall be less than the total Number of Advisor Warrant Shares issuable hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Advisor Warrant Certificate evidencing the portion of the Advisor Warrant not exercised.

The Advisor Warrant Agreement provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Advisor Warrant set forth on the face hereof may, subject to certain conditions, be adjusted and such adjustments shall cumulate. If, upon full exercise of an Advisor Warrant, the holder thereof would be entitled to receive a fractional interest in a share of Common Stock, the Company shall, upon exercise, round down to the nearest whole number of shares of Common Stock to be issued to the holder of the Advisor Warrant.

Advisor Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the transfer restrictions and other limitations provided in the Advisor Warrant Agreement, but without payment of any service charge, for another Advisor Warrant Certificate or Advisor Warrant Certificates of like tenor evidencing in the aggregate a like amount of the Advisor Warrant.

Upon due presentation for registration of transfer of this Advisor Warrant Certificate at the office of the Warrant Agent a new Advisor Warrant Certificate or Advisor Warrant Certificates of like tenor and evidencing in the aggregate a like amount of the Advisor Warrant shall be issued to the

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transferee(s) in exchange for this Advisor Warrant Certificate, subject to the transfer restrictions and other limitations provided in the Advisor Warrant Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

The Company and the Warrant Agent may deem and treat the Registered Holder hereof as the absolute owner of this Advisor Warrant Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Neither the Advisor Warrant nor this Advisor Warrant Certificate entitles any holder hereof to any rights of a stockholder of the Company.

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Election to Purchase

(To Be Executed Upon Exercise of Advisor Warrant)

The undersigned hereby irrevocably elects to exercise the Advisor Warrant represented by this Advisor Warrant Certificate with respect to [                    ] shares of Common Stock and, unless the cashless provisions set forth below are completed, herewith tenders payment for such shares of Common Stock to the order of the Company in the amount of $                     in accordance with the terms hereof. The undersigned requests that a certificate for such shares of Common Stock be registered in the name of                     , whose address is                      and that such shares of Common Stock be delivered to whose address is                     . If said number of shares of Common Stock is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a new Advisor Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of                     , whose address is                      and that such Advisor Warrant Certificate be delivered to                     , whose address is                     .

In the event that the Advisor Warrant is to be exercised on a “cashless” basis pursuant to subsection 3.3(a)(ii) of the Advisor Warrant Agreement, the number of shares of Common Stock that this Advisor Warrant is exercisable for shall be determined in accordance with subsection 3.3(a)(ii) of the Advisor Warrant Agreement, and the holder hereof shall complete the following:

The undersigned hereby irrevocably elects to exercise the Advisor Warrant represented by this Advisor Warrant Certificate with respect to [                    ] shares of Common Stock, through the cashless exercise provisions of the Advisor Warrant Agreement, to receive shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Advisor Warrant Certificate representing the remaining balance of such shares of Common Stock be registered in the name of                     , whose address is                     , and that such Advisor Warrant Certificate be delivered to                     , whose address is                     .

[Signature Page Follows]

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Signature Guaranteed:

THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 (OR ANY SUCCESSOR RULE)).

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EXHIBIT B

ADVISOR WARRANT LEGEND

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE ADVISOR WARRANT ISSUANCE AGREEMENT BY AND AMONG PERSHING SQUARE SPARC HOLDINGS, LTD. (THE “COMPANY”) AND THE ADVISOR, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS SPECIFIED IN THE ADVISOR WARRANT AGREEMENT BETWEEN THE COMPANY AND CONTINENTAL STOCK TRANSFER & TRUST COMPANY, AS WARRANT AGENT, EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE ADVISOR WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

SECURITIES EVIDENCED BY THIS CERTIFICATE AND SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”

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