PSTH Pershing Square Tontine Holdings Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1 – Exit Filing)*

PERSHING SQUARE TONTINE HOLDINGS, LTD.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

71531R109

(CUSIP Number)

July 26, 2022

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Explanatory Note

The Reporting Persons filed a Schedule 13G with respect to the Class A Common Stock of Pershing Square Tontine Holdings, Ltd. (the “Issuer”) on February 12, 2021 (the “Original Schedule 13G”). The Issuer was unable to consummate an initial business combination within the time period required by its Second Amended and Restated Certificate of Incorporation. On July 26, 2022, the Issuer liquidated all of its Class A Common Stock. As a result, the Reporting Persons no longer beneficially own any shares of Class A Common Stock. Therefore, the Reporting Persons are filing this Amendment No. 1 (the “Amendment”) to amend and supplement the Original Schedule 13G and it shall constitute an “exit” filing by Reporting Persons. Terms used but not defined in this Amendment are so defined in the Original Schedule 13G.

Item 4. Ownership.

The information required by Items 4(a)-(c) is set forth in Rows 5-11 of the cover pages hereto for each Reporting Person and is incorporated herein by reference for each such Reporting Person.

Item 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [X].

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: August 5, 2022