Item 1.01 Entry into a Material Definitive Agreement.
As previously reported on a Current Report on Form 8-K of
On
Additional Information and Where to Find It
In connection with the proposed Business Combination, CGC intends to file with
the
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a "solicitation" as defined in Section 14 of the Exchange Act. This Current Report on Form 8-K does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any private offering of securities in connection with the Business Combination (the "Securities") will not be registered under the Securities Act, and will be offered as a private placement to a limited number of "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or institutional "accredited investors" (within the meaning of Rule 501(a) under the Securities Act). Accordingly, until registered for resale, the Securities must continue to be held until a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption from registration under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which
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they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither CGC nor any Company is making an offer of the Securities in any state or jurisdiction where the offer is not permitted.
Participants in the Solicitation
CGC, the Companies and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from CGC's shareholders with
respect to the proposed Business Combination. A list of the names of CGC's
directors and executive officers and a description of their interests in CGC is
contained in CGC's final prospectus relating to its initial public offering,
dated
Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
"forward-looking statements" within the meaning of the "safe harbor" provisions
of the
These forward-looking statements are based upon estimates and assumptions,
whether or not identified in this Current Report on Form 8-K, that, while
considered reasonable by CGC, the Companies and their respective management, as
the case may be, are inherently uncertain and subject to material change. New
risks and uncertainties may emerge from time to time, and it is not possible to
predict all risk and uncertainties. Factors that may cause actual results to
differ materially from current expectations include, but are not limited to,
various factors beyond management's control, including (i) the inability to
complete the business combination in a timely manner or at all (including due to
the failure to receive required shareholder approvals, failure to receive
approvals or the failure of other closing conditions); (ii) the inability to
recognize the anticipated benefits of the proposed business combination;
(iii) the inability to obtain or maintain the listing of CGC's shares on Nasdaq
following the business combination; (iv) costs related to the business
combination; (v) the risk that the business combination disrupts current plans
and operations as a result of the announcement and consummation of the business
combination; (vi) CGC and the Companies' ability to manage growth and execute
business plans and meet projections; (vii) potential litigation involving CGC or
any of the Companies; (viii) changes in applicable laws or regulations,
particularly with respect to wealth management and asset management;
(ix) general economic and market conditions impacting demand for CGC's or the
Companies' services, and in particular economic and market conditions in the
financial services industry in the markets in which CGC or any of the Companies
operate; and (x) other risks, uncertainties and factors set forth in the section
entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in CGC's final prospectus relating to its initial public offering,
dated
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Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of CGC and the Companies described above. None of CGC or any Company undertakes any duty to update these forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 10.1 Amendment No. 1 to Business Combination Agreement, dated as ofFebruary 11, 2022 , by and among CGC, TWMH, the TIG Entities, Alvarium, Umbrella Merger Sub and Umbrella. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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