Hedge-fund investor William Ackman's Pershing Square Tontine Holdings, a blank-check company, on Monday with the Securities and Exchange Commission to raise up to $3 billion in an initial public offering.
If the deal closes, it would be the largest special purpose acquisition company IPO ever.
"We have not selected any specific business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target," the company said in a regulatory filing.
The initial public offering plans to offer 150 million units at $20 each.
A SPAC uses IPO proceeds and borrowed funds to acquire a company, typically within two years. IPO investors are not notified in advance which company a SPAC will buy.
The company is looking to initially raise $3 billion from outside investors with a minimum of $1 billion in additional funds coming from funds associated with Ackman’s hedge fund, Pershing Square Capital Management
"We intend to pursue merger opportunities with private, large capitalization, high-quality, growth companies where our ownership in the merged company would generally represent a minority of shares outstanding at the time of the merger," the filing said.
The filing said the coronavirus pandemic has "created market conditions and a resulting set of investment opportunities" that the company said it intended to pursue.
Over the past decade, the filing said, "numerous high-quality, venture-backed businesses have achieved significant scale, market share, competitive dominance and cash flow—we call these companies “'Mature Unicorns.'”
"The recent dislocations in both the stock market and private growth equity markets, combined with a number of high-profile private investment failures and disappointing IPO outcomes, have substantially reduced the amount of private funding available for these companies, while demands for liquidity from their investors have increased," the filing said.
Ackman, 54, runs the $10 billion Pershing Square Capital Management.
Pershing Square was a sponsor on a similar company known as Justice Holdings Ltd., which merged with Burger King Worldwide Inc. in 2012 and brought the fast-food chain back to the public market.