Filing Overview
This Form 8-K was filed by Cartesian Growth Corporation (“CGC”), not Alti Global, Inc., on February 11, 2022. It reports an amendment to CGC’s proposed business combination with Tiedemann Wealth Management Holdings, the TIG entities, Alvarium Investments Limited, and related entities.
Business Context and Reporting Period
The filing is a transaction update under Item 1.01 and Item 9.01. It does not report quarterly or annual operating results. CGC was a Cayman Islands special purpose acquisition company with securities listed on Nasdaq under GLBLU, GLBL, and GLBLW.
Transaction Amendment
- The parties entered into Amendment No. 1 to the Business Combination Agreement on February 11, 2022.
- The amendment extends the transaction’s “Outside Date” to July 29, 2022.
- The amendment revises the proposed general lock-up schedule for lock-up shares: 40% released one year after closing, 30% released two years after closing, and 30% released three years after closing.
- No transaction value, financing amount, ownership percentages, revenue, earnings, cash flow, debt, or liquidity figures are provided in this filing.
Outlook, Risks, and Contingencies
Completion of the business combination remained subject to shareholder approval and other closing conditions. The filing states that the transaction could fail to close or could be delayed. Other identified risks include inability to obtain or maintain Nasdaq listing, transaction costs, disruption to operations, failure to realize anticipated benefits, difficulty managing growth or meeting projections, litigation, regulatory changes affecting wealth and asset management, and adverse economic or financial-market conditions.
CGC stated that a Form S-4 registration statement containing a proxy statement/prospectus was intended to be filed with the SEC. The filing cautions investors not to rely on it as the basis for a voting or investment decision and notes that any private-placement securities may be subject to resale restrictions and an indefinite holding period.
Material Changes Versus the Prior Comparable Period
The filing does not present a prior-period financial comparison. The material changes are contractual: an extension of the outside closing date and a revised lock-up schedule.
Key Investor Verification Items
- Confirm the issuer and ticker information, because the provided metadata identifies Alti Global, Inc., while the filing identifies Cartesian Growth Corporation.
- Review the eventual Form S-4 and definitive proxy statement/prospectus for transaction valuation, pro forma ownership, financing, dilution, and financial statements.
- Verify whether shareholder and regulatory approvals were obtained and whether the business combination closed by the extended July 29, 2022 deadline.
- Review the final registration rights and lock-up agreement for the precise securities covered and release conditions.
- Assess the transaction risks and any subsequent SEC filings regarding amendments, termination, financing, or Nasdaq listing.