Business Context and Reporting Period
This Form 8-K was filed by Cartesian Growth Corporation, the SPAC identified in the filing, on November 17, 2022. The filing reports results of a special shareholder meeting concerning the proposed business combination with Tiedemann Wealth Management Holdings, the TIG entities, Alvarium Investments Limited and related entities. The request metadata identifies Alti Global, Inc.; however, the filing text names Cartesian Growth Corporation as the registrant.
Key Financial and Capital Structure Information
- Shareholders holding 34,434,126 Class A ordinary shares elected to redeem their shares.
- Approximately $346.4 million, or approximately $10.06 per redeemed share, was to be withdrawn from the trust account to fund the redemptions.
- The filing does not provide operating revenue, profit, cash flow, margins, debt balances, liquidity beyond the trust-account redemption amount, or other periodic financial metrics.
Material Changes and Transaction Status
- Of 43,125,000 ordinary shares outstanding as of the August 31, 2022 record date, holders of 33,707,929 shares attended or submitted proxies, representing 78.163% of voting power and constituting a quorum.
- Shareholders approved the business combination proposal with 31,709,216 votes for, 1,937,403 against and 61,310 abstentions.
- Shareholders approved the proposed domestication from the Cayman Islands to Delaware and the related new certificate of incorporation and bylaws.
- Shareholders approved the issuance of Class A common stock to Alvarium shareholders and PIPE investors and Class B common stock to equity holders of TWMH and the TIG entities.
- The 2022 Stock Incentive Plan, Employee Stock Purchase Plan and election of 11 directors effective at closing were also approved.
- The seven advisory charter proposals were approved on a non-binding basis. The adjournment proposal was not presented because the other required proposals received sufficient votes.
Outlook, Risks and Unusual Items
The filing does not provide financial guidance or operating outlook. Completion of the business combination, domestication, stock issuances and related closing actions remained dependent on the transaction process and applicable conditions. The substantial redemptions reduced the funds remaining in the trust account and are a significant transaction-related capital consideration. The filing includes a press release as Exhibit 99.1 under Regulation FD.
Investor Verification Checklist
- Verify whether and when the business combination formally closed and the post-transaction entity began trading under its new name and ticker.
- Confirm the final number of shares redeemed, the remaining trust-account balance and the capital raised through any PIPE financing.
- Review the definitive merger documents for transaction consideration, ownership dilution, closing conditions and any contingencies.
- Review post-closing financial statements for revenue, profitability, cash flow, debt, liquidity and goodwill or purchase-accounting effects.
- Confirm the composition and independence of the 11-member board and the terms of the approved equity incentive and employee stock purchase plans.