Filing Summary
Registrant: Cartesian Growth Corporation, a Cayman Islands company and Nasdaq-listed special purpose acquisition company. The requested company metadata identifies Alti Global, Inc., but the filing text identifies Cartesian Growth Corporation as the registrant.
Reporting date: February 11, 2022. This Form 8-K reports an updated investor presentation relating to a proposed business combination; it does not provide a financial reporting period or operating results.
Business Context
Cartesian Growth Corporation announced that it was furnishing an updated investor presentation regarding its proposed business combination with Tiedemann Wealth Management Holdings, LLC, the TIG entities, and Alvarium Investments Limited. The proposed combined company was to be named Alvarium Tiedemann Capital, LLC, subject to the transaction terms and closing conditions.
The presentation was furnished under Item 7.01, Regulation FD, and attached as Exhibit 99.1. The exhibit was not deemed filed for purposes of Section 18 of the Exchange Act and was not incorporated by reference into other filings.
Financial Metrics and Liquidity
- The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, assets, or other operating financial metrics.
- The filing does not state a financial reporting period or present comparable-period results.
- The filing references a potential private offering of securities to qualified institutional buyers or institutional accredited investors, but provides no offering size, pricing, proceeds, or terms in the filing text.
Material Changes Versus Prior Period
The principal update is the furnishing of a revised investor presentation concerning the previously announced business combination. The filing text does not identify changes to transaction valuation, ownership, financing, operating forecasts, or other quantitative terms compared with the prior presentation.
Guidance, Outlook, Risks, and Contingencies
The filing includes forward-looking statements regarding the combined company’s industry, market opportunities, estimated future results, implied enterprise value, transaction and ownership structure, and the likelihood of completing the business combination. These statements are subject to substantial uncertainty and are not presented as guaranteed outcomes.
- Completion could be delayed or prevented by failure to obtain shareholder or regulatory approvals or satisfy other closing conditions.
- The anticipated benefits of the transaction may not be realized.
- Nasdaq listing of the combined company may not be maintained.
- Transaction costs, business disruption, litigation, regulatory changes, and difficulties managing growth could adversely affect results.
- Economic and market conditions, particularly in financial services, could reduce demand or affect performance.
- Any private-placement securities may be subject to resale restrictions, and investors may bear investment risk for an indefinite period.
CGC stated that shareholders should rely on the future Form S-4 registration statement, preliminary proxy statement/prospectus, definitive proxy statement/prospectus, and other SEC filings when available. This Form 8-K was not intended to provide the basis for a voting or investment decision and did not constitute an offer or solicitation.
Important Facts to Verify
- Confirm the correct issuer: the filing is for Cartesian Growth Corporation, not Alti Global, Inc.
- Review Exhibit 99.1 and subsequent Form S-4 and proxy/prospectus filings for transaction valuation, ownership, financing, forecasts, and revised terms.
- Verify whether required shareholder, regulatory, Nasdaq, and other closing conditions were satisfied.
- Determine whether the proposed business combination ultimately closed and identify the resulting entity and securities.
- Assess the restrictions, registration status, and potential dilution associated with any private-placement securities.