Pershing Square USA, Ltd. (the Fund) is a non-diversified, closed-end investment company. It is designed primarily for long-term investors and is not intended to be a trading vehicle. The Fund's investment objective is to preserve capital and seek maximum, long-term capital appreciation commensurate with reasonable risk. The Fund shall seek to achieve its investment objective by investing principally in common stocks that Pershing Square Capital Management, L.P., a Delaware limited partnership (the Adviser), believes exhibit significant valuation discrepancies between current trading prices and intrinsic business (or net asset) value, often with a catalyst for value recognition. The Adviser expects that the substantial majority of the Fund's investment portfolio shall be invested in 12 to 15 core long-term holdings in large-capitalization, investment grade, free-cash-flow-generative North American durable growth companies. The Fund has no operations.