Filing Overview
Registrant: Cartesian Growth Corporation, the predecessor SPAC associated with the proposed combination involving Tiedemann Wealth Management Holdings, TIG Entities, and Alvarium Investments. The request identifies Alti Global, Inc., but the filing itself is issued by Cartesian Growth Corporation.
Report date: October 28, 2022. The filing is a Form 8-K under Item 7.01 (Regulation FD disclosure), Item 8.01 (other events), and Item 9.01(d) (exhibits).
Business Context and Transaction Update
- Cartesian furnished an updated investor presentation concerning its proposed business combination with Tiedemann Wealth Management Holdings, TIG Trinity GP, TIG Trinity Management, Alvarium Investments, and related entities.
- The original business combination agreement, announced September 19, 2021, was amended and restated on October 25, 2022.
- The presentation may be used in meetings with potential investors and other interested parties.
- Cartesian’s extraordinary general meeting was scheduled for November 17, 2022, at which shareholders would vote on the proposed business combination and related matters.
Financial and Operating Metrics
The filing does not provide clear values for revenue, profit, cash flow, margins, debt, liquidity, valuation, or other operating metrics. It is primarily a transaction disclosure and investor-presentation filing rather than a periodic financial report.
Material Changes Versus Prior Disclosure
- The business combination agreement was amended and restated on October 25, 2022, to modify certain transaction terms.
- Cartesian furnished an updated investor presentation as Exhibit 99.1.
- The filing does not describe the specific amended terms or quantify their financial impact; investors should review the amended agreement and presentation.
Outlook, Risks, and Unusual Items
- Completion of the business combination remained subject to shareholder approval and satisfaction of other closing conditions, including required regulatory or other approvals.
- Forward-looking statements address the anticipated transaction, ownership structure, ability to complete the transaction, and potential benefits of the combination.
- Identified risks include failure or delay in closing, inability to realize anticipated benefits, Nasdaq listing risks, transaction costs, disruption to operations, execution and growth risks, litigation, regulatory changes, and adverse economic or financial-services market conditions.
- The filing states that the investor presentation is furnished, not filed for purposes of Exchange Act Section 18 liability, and is not incorporated by reference into other SEC filings.
- The filing includes customary disclaimers that actual results may differ materially and that neither Cartesian nor the companies undertake a duty to update forward-looking statements.
Key Facts to Verify
- Confirm the correct issuer and transaction entity, because the provided metadata names Alti Global, Inc., while the filing names Cartesian Growth Corporation.
- Review the October 25, 2022 amended and restated business combination agreement for the precise changes to transaction terms.
- Review Exhibit 99.1 and the October 17, 2022 definitive proxy statement/prospectus for transaction structure, projected financial information, ownership, and risk factors.
- Verify whether Cartesian shareholders approved the transaction at the scheduled November 17, 2022 meeting and whether all other closing conditions were satisfied.
- Verify the post-combination Nasdaq listing, final capitalization, financing, redemptions, and any changes to the expected ownership structure.