Form 8-K Summary
Registrant: Cartesian Growth Corporation, a Cayman Islands special purpose acquisition company; the filing text does not identify Alti Global, Inc. as the registrant. Reporting date: August 8, 2022. The filing reports entry into Amendment No. 3 to a previously announced business combination agreement.
Business Context and Transaction
Cartesian Growth Corporation entered into a business combination agreement with Tiedemann Wealth Management Holdings, LLC, the TIG entities, Alvarium Investments Limited, Rook MS LLC and Alvarium Tiedemann Capital, LLC. The proposed transaction is intended to combine the businesses into a combined company.
The amendment modifies the transaction agreement to:
- Provide that 2,100,000 shares of Alvarium Shareholders Earn-Out Consideration will be issued at closing.
- Exclude from the agreement’s definition of “Indebtedness” certain liabilities incurred or assumed by Alvarium or its subsidiary in connection with the July 11, 2022 acquisition of Prestbury Investment Partners Limited by Amalfi Bidco Limited.
Financial Metrics and Liquidity
This Form 8-K does not provide revenue, earnings, margins, operating cash flow, balance-sheet cash, debt balances, liquidity measures or other periodic financial results. No comparable-period financial information is included.
Material Changes Versus Prior Period or Agreement
The material change is contractual rather than operational: Amendment No. 3 changes the timing and amount of certain Alvarium shareholder earn-out shares issued at closing and adjusts the treatment of specified acquisition-related liabilities for purposes of the transaction agreement.
Outlook, Risks and Contingencies
Completion of the proposed business combination remains subject to shareholder approval and other closing conditions, including applicable regulatory or other approvals. The filing states that a registration statement on Form S-4 containing a proxy statement/prospectus had been filed and that a definitive proxy statement/prospectus would be provided when available.
Identified risks include failure to complete the transaction, inability to realize anticipated benefits, inability to maintain Nasdaq listing, transaction costs, disruption to operations, challenges in managing growth, litigation, regulatory changes affecting wealth and asset management, and adverse economic or financial-market conditions. The filing also contains customary forward-looking statement disclaimers.
The filing includes restrictions and risks relating to any privately offered securities, including potential resale restrictions and the possibility that investors may bear investment risk for an indefinite period.
Important Facts to Verify
- Confirm the correct issuer and transaction name, because the provided filing is filed by Cartesian Growth Corporation rather than Alti Global, Inc.
- Review Amendment No. 3 and the definitive proxy statement/prospectus for the precise earn-out mechanics and ownership effects of issuing 2,100,000 shares at closing.
- Assess the effect of excluding the Prestbury acquisition-related liabilities from the agreement’s definition of indebtedness.
- Verify whether required shareholder, regulatory and other closing conditions are satisfied and whether the business combination closes.
- Review the latest financial statements and transaction materials for revenue, profitability, debt, liquidity and valuation information not provided in this Form 8-K.