CARTESIAN GROWTH CORPORATION

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CARTESIAN GROWTH CORP : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits (form 8-K)

09/23/2021 | 05:19pm EDT

Item 1.01 Entry into a Material Definitive Agreement.

Business Combination Agreement

On September 19, 2021, Cartesian Growth Corporation, an exempted company incorporated under the laws of the Cayman Islands ("SPAC"), Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company ("TWMH"), TIG Trinity GP, LLC, a Delaware limited liability company ("TIG GP"), TIG Trinity Management, LLC, a Delaware limited liability company ("TIG MGMT" and, together with TIG GP, the "TIG Entities") and Alvarium Investments Limited, an English private limited company ("Alvarium" and, together with TWMH and the TIG Entities, the "Companies" and each a "Company"), entered into a business combination agreement (the "Business Combination Agreement") by and among SPAC, Rook MS LLC, a Delaware limited liability company ("Umbrella Merger Sub"), TWMH, the TIG Entities, Alvarium, and Alvarium Tiedemann Capital, LLC, a Delaware limited liability company ("Umbrella").

The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the transactions contemplated thereby (collectively, the "Business Combination"), are summarized below. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.

Structure of the Business Combination

The Business Combination will be structured as follows:

(a) Pursuant to the Business Combination Agreement:

(i) prior to the closing of the Business Combination Agreement (the "Closing"

      and, the date on which the Closing occurs, the "Closing Date"), TWMH and the
      TIG Entities will take, or cause to be taken, all actions necessary to
      implement a reorganization such that TWMH and the TIG Entities will be
      wholly owned subsidiaries of Umbrella and Umbrella will be owned solely by
      the members of TWMH, the members of TIG GP and the members of TIG MGMT (the
      "TWMH/TIG Entities Reorganization");






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             (ii)   prior to the Closing, Alvarium will take, or cause to be
                    taken, all actions necessary to implement a reorganization
                    such that Alvarium will be the wholly owned indirect
                    subsidiary of a newly formed Isle of Man entity ("Alvarium
                    Topco"), and Alvarium Topco will be owned solely by the
                    shareholders of Alvarium (the "Alvarium Reorganization");




             (iii)  on the Business Day prior to the Closing Date, SPAC will
                    domesticate as a corporation formed under the laws of the
                    State of Delaware and deregister as an exempted company
                    incorporated under the laws of the Cayman Islands (the
                    "Domestication"), and each Class A ordinary share of SPAC
                    outstanding will be converted into the right to receive one
                    share of Class A common stock of SPAC (the "SPAC Class A
                    Common Stock");




             (iv)   at the Closing, TIG MGMT, TIG GP and Umbrella will enter into
                    a Distribution Agreement, pursuant to which (a) TIG MGMT will
                    distribute to Umbrella all of the issued and outstanding
                    shares or partnership interests, as applicable, that it holds
                    in each of its Affiliated Managers, and (b) TIG GP will
                    distribute to Umbrella all of the issued and outstanding
                    shares or interests that it holds in its Affiliated Manager;




             (v)    at the Closing, each Alvarium Shareholder will exchange his,
                    her or its (a) Ordinary Shares of Alvarium Topco and (b) Class
                    A Shares of Alvarium Topco for shares of SPAC Class A Common
                    Stock (the "Alvarium Exchange"), and upon the consummation of
                    the Alvarium Exchange, Alvarium Topco will become a direct
                    wholly-owned subsidiary of SPAC;




             (vi)   at the Closing, immediately following the effective time of
                    the Alvarium Exchange, Umbrella Merger Sub will merge with and
                    into Umbrella, with Umbrella surviving such merger as a direct
                    subsidiary of SPAC (the "Umbrella Merger");




             (vii)  pursuant to the Umbrella Merger, SPAC will receive Class A
                    Units of Umbrella and will become the sole manager of Umbrella
                    and the members of Umbrella will receive cash, Class B Units
                    of Umbrella and an equal number of shares of SPAC Class B
                    Common Stock (which will have voting rights, but no economic
                    rights); and




             (viii) at the Closing, following the Alvarium Exchange and the
                    Umbrella Merger, SPAC and Umbrella will enter into the
                    Alvarium Contribution Agreement, pursuant to which (a) SPAC
                    will contribute all of the issued and outstanding shares of
                    Alvarium Topco that it holds to Umbrella, (b) upon the
                    consummation of the Alvarium Contribution, Alvarium Topco will
                    become a wholly-owned subsidiary of Umbrella, and (c)
                    following the Closing, Alvarium Topco will be liquidated,
                    whereupon Alvarium Holdings LLC (to be renamed Alvarium
                    Tiedemann Holdings, LLC) will become the wholly owned direct
                    subsidiary of Umbrella, and SPAC will be renamed "Alvarium
                    Tiedemann Holdings, Inc."



(b) Concurrently with the execution and delivery of the Business Combination

     Agreement, SPAC entered into Subscription Agreements with certain investors
     pursuant to which such investors, upon the terms and subject to the
     conditions set forth therein, will purchase, following the Domestication,
     16,836,715 shares of SPAC Class A Common Stock for an aggregate purchase
     price of $164,999,807, in a private placement or placements (the "Initial
     Private Placements") to be consummated immediately prior to the consummation
     of the Business Combination;



(c) Concurrently with the execution and delivery of the Business Combination

      Agreement, SPAC, Alvarium, TWMH, the TIG Entities, the Key TWMH Members, the
      Key TIG GP Members and the Key TIG MGMT Members entered into the Member
      Support Agreement (the "TWMH and TIG Member Support Agreement"), described
      in more detail below;



(d) Concurrently with the execution and delivery of the Business Combination

      Agreement, SPAC, CGC Sponsor LLC, a Cayman Islands limited liability company
      ("Sponsor"), Alvarium, TWMH and the TIG Entities entered into the Sponsor
      Support Agreement (the "Sponsor Support Agreement"), described in more
      detail below;




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       (e) At the Closing, SPAC, certain SPAC Shareholders (including Sponsor),
           the Alvarium Shareholders, the TWMH Members, the TIG GP Members and the
           TIG MGMT Members will enter into a Registration Rights and Lock-Up
           Agreement (the "Registration Rights and Lock-Up Agreement");



(f) At the Closing, SPAC, the TWMH Members, the TIG GP Members and the TIG MGMT

      Members will enter into a Tax Receivable Agreement (the "Tax Receivable
      Agreement"); and



(g) Prior to or at the Closing but effective as of and conditioned upon the

      Closing, each of the Alvarium Specified Employees, the TWMH Specified
      Employees and the TIG Entities Specified Employees will enter into an
      Executive Employment and Restrictive Covenant Agreement with SPAC or its
      Subsidiaries, the terms and conditions of which will be (i) mutually agreed
      among the Parties between the date of the Business Combination Agreement and
      the Closing Date and (ii) customary for a public company (collectively, the
      "Employment Agreements"), except that the Employment Agreement with Michael
      Tiedemann was executed concurrently with the Business Combination Agreement.




Earn-Out

Alvarium Shareholders Earn-Out Consideration. Following the Closing, in addition to the consideration to be received in connection with the Alvarium Exchange, if, at any time during the period following the Closing and expiring on the fifth anniversary of the Closing Date (the "Earn-Out Period"), (i) the VWAP of the shares of SPAC Class A Common Stock equals or exceeds $12.50 for any 20 Trading Days within a period of 30 consecutive Trading Days (the "First Level Earn-Out Target"), then as soon as possible and in any event within ten Business Days following the achievement of the First Level Earn-Out Target, SPAC will issue 50% of the Alvarium Shareholders Earn-Out Consideration to the Alvarium Shareholders in accordance with, and pursuant to, the Alvarium Payment Spreadsheet and (ii) the VWAP of the shares of SPAC Class A Common Stock equals or exceeds $15.00 for any 20 Trading Days within a period of 30 consecutive Trading Days (the "Second Level Earn-Out Target" and, together with the First Level Earn-Out Target, the "Earn-Out Targets"), then as soon as possible and in any event within ten Business Days following the achievement of the Second Level . . .

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. In connection with the Closing, Parent will issue 16,936,715 shares of SPAC Class A Common Stock to PIPE Investors. The SPAC Class A Common Stock to be issued in connection with the Initial Private Placements will not be registered under the Securities Act, and will be issued in reliance on the exemption from the registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.

Additional Information and Where to Find It

In connection with the proposed Business Combination, SPAC intends to file with the SEC a registration statement on Form S-4 containing a preliminary proxy statement/prospectus of SPAC, and after the registration statement is declared effective, SPAC will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its stockholders. This Current Report on Form 8-K does not contain any information that should be considered by SPAC's stockholders concerning the proposed Business Combination and is not intended to constitute the basis of any voting or investment decision in respect of the Business Combination or the securities of SPAC. SPAC's stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about SPAC, the Companies and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to stockholders of SPAC as of a record date to be established for voting on the proposed Business Combination. Stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC's website at www.sec.gov, or by directing a request to: Cartesian Growth Corporation, 505 Fifth Avenue, 15th Floor, New York, NY 10017.



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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 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 SPAC 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

SPAC, the Companies and their respective directors and executive officers may be deemed participants in the solicitation of proxies from SPAC's stockholders with respect to the proposed Business Combination. A list of the names of SPAC's directors and executive officers and a description of their interests in SPAC is contained in SPAC's final prospectus relating to its initial public offering, dated February 23, 2021, which was filed with the SEC and is available free of charge at the SEC's website at www.sec.gov, or by directing a request to Cartesian Growth Corporation, 505 Fifth Avenue, 15th Floor, New York, NY 10017. Additional information regarding the interests of the participants in the solicitation of proxies from SPAC's stockholders with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the proposed Business Combination when available.



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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 U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements herein generally relate to future events or the future financial or operating performance of SPAC, the Companies or the combined company expected to result from the Business Combination (the "Combined Company"). For example, statements regarding the outcomes of the proposed Business Combination, the expected transaction and ownership structure and the likelihood and ability of the parties to successfully consummate the proposed Business Combination, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expect," "intend," "will," "estimate," "anticipate," "believe," "predict," "project," "target," "plan," or "potentially" or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are provided for illustrative purposes only and are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

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 SPAC, 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 SPAC'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) SPAC and the Companies' ability to manage growth and execute business plans and meet projections; (vii) potential litigation involving SPAC 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 SPAC's or the Companies' services, and in particular economic and market conditions in the financial services industry in the markets in which SPAC 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 SPAC's final prospectus relating to its initial public offering, dated February 23, 2021, and other filings with the SEC. If any of these risks materialize or the assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither SPAC nor the Companies presently know or that SPAC or any of the Companies currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.

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 SPAC and the Companies described above. None of SPAC or any Company undertakes any duty to update these forward-looking statements.



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Item9.01 Financial Statements and Exhibits.





  (d) Exhibits.




2.1*       Business Combination Agreement, dated as of September 19, 2021, by and
         among SPAC, the Companies, Umbrella Merger Sub and Umbrella.

10.1*      TWMH and TIG Member Support Agreement, dated as of September 19, 2021,
         by and among SPAC, TWMH, the TIG Entities, the Key TWMH Members, the Key
         TIG GP Members and the Key TIG MGMT Members.

10.2       Sponsor Support Agreement, dated as of September 19, 2021, by and
         among SPAC, TWMH, the TIG Entities and Alvarium.

10.3       Sponsor Recycling Commitment Agreement, dated as of September 19,
         2021, by and between SPAC and Sponsor.

10.4*      Alvarium Exchange Agreement, dated as of September 19, 2021, by and
         among SPAC, Alvarium and the Alvarium Shareholders.

10.5       Form of PIPE Subscription Agreement.

10.6       Side Letter, dated as of September 21, 2021, by and between SPAC and
         IlWaddi Cayman Holdings.

10.7       Form of Option Agreement.

10.8       Form of Shareholder IRA.

10.9       Form of Voting IRA.

10.10      Tiedemann Employment Agreement, dated as of September 19, 2021, by and
         between SPAC and Michael Tiedemann.

104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document)



* Certain exhibits and schedules to this Exhibit have been omitted in accordance

with Regulation S-K Item 601(b)(2). Parent agrees to furnish supplementally a

copy of all omitted exhibits and schedules to the Securities and Exchange

Commission upon its request.





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Sales 2021 - - -
Net income 2021 -1,04 M - -
Net cash 2021 0,55 M - -
P/E ratio 2021 -358x
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Capitalization 423 M 423 M -
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