ALVARIUM TIEDEMANN A References in this Annual Report on Form 10-K (this "Annual Report") to "we," "us" or the "Company" refer toCartesian Growth Corporation , aCayman Islands exempted company. References to our "management" or our "management team" refer to our officers and directors, and references to the "sponsor" refer to our sponsor,CGC Sponsor LLC , aCayman Islands limited liability Company. The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from these anticipated in these forward-looking statements as a result of many factors, including those set forth in the section titled "Risk Factors" in Part I, Item 1A in this Annual Report on Form 10-K.
Special Note Regarding Forward-Looking Statements
This Annual Report includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), that are not historical facts, and involve risks and
uncertainties that could cause actual results to differ materially from those
expected and projected. All statements, other than statements of historical fact
included in this Annual Report including, without limitation, statements in this
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" regarding the Company's financial position, business strategy and
the plans and objectives of management for future operations, are
forward-looking statements. Words such as "expect," "believe," "anticipate,"
"intend," "estimate," "seek" and variations and similar words and expressions
are intended to identify such forward-looking statements. Such forward-looking
statements relate to future events or future performance, but reflect
management's current beliefs, based on information currently available. A number
of factors could cause actual events, performance or results to differ
materially from the events, performance and results discussed in the
forward-looking statements. For information identifying important factors that
could cause actual results to differ materially from those anticipated in the
forward-looking statements, please refer to the "Risk Factors" in Part I Item 1A
of this Annual Report. The Company's securities filings can be accessed on the
EDGAR section of the
Overview
We are a blank check company incorporated on
We may pursue our initial business combination in any business industry or sector, we intend to focus on seeking high-growth businesses with proven or potential transnational operations or outlooks in order to capitalize on the experience, reputation, and network of our management team. Furthermore, we intend to seek target business where we believe we will have an opportunity to drive ongoing value creation after our initial business combination is completed, as our management team has done with multiple investments over a wide range of sectors, industries and geographical locations.
We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering, including the full exercise of the underwriters' over-allotment option, and the sale of the private placement warrants to our sponsor that occurred simultaneously with the consummation of the Initial Public Offering (the "private placement"), our securities, debt or a combination of cash, securities and debt.
We have incurred, and in the event the Proposed Business Combination (as defined below) is not consummated, expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial business combination, including the Proposed Business Combination, will be successful.
Recent Developments
Proposed Business Combination
On
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Business Combination Agreement
Pursuant to the Business Combination Agreement, among other things, (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
shall take, or cause to be taken, all actions necessary to implement a
reorganization such that TWMH and the TIG Entities shall be wholly owned direct
or indirect subsidiaries of Umbrella and Umbrella shall be owned solely by the
members of TWMH, the members of TIG GP and the members of TIG MGMT (the
"TWMH/TIG Entities Reorganization"); (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, we will domesticate as a corporation
formed under the laws of the
The consummation of the transactions contemplated by the Business Combination Agreement is subject to customary conditions, representations and warranties, covenants and closing conditions in the Business Combination Agreement, including, but not limited to, approval by our shareholders of the Business Combination Agreement, the effectiveness of a registration statement on Form S-4 (File No. 333-262644) (the "Form S-4"), which was initially filed with theSEC onFebruary 11, 2022 , in connection with the Business Combination, and other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close in the second or third quarter of 2022.
Subscription Agreements
Concurrently with the execution of the Business Combination Agreement, we
entered into subscription agreements (the "PIPE Subscription Agreements") with
certain investors (each a "PIPE Investor") to purchase, following the
Domestication, Class A Common Stock (such shares, collectively, "PIPE Shares")
in an aggregate value of
The closing of the sale of PIPE Shares (the "PIPE Closing") will occur immediately prior to the Closing. The PIPE Closing will be subject to customary conditions, including, but not limited to:
i. all representations and warranties of us and the PIPE Investor contained
in the relevant PIPE Subscription Agreement will be true and correct in
all material respects (other than representations and warranties that are
qualified as to materiality or Material Adverse Effect (as defined in the
PIPE Subscription Agreements), which representations and warranties will
be true in all respects) at, and as of, the PIPE Closing;
ii. all conditions precedent to the Closing will have been satisfied or
waived; and
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iii. without the consent of the PIPE Investor, the Business Combination
Agreement cannot be amended, modified or waived in a manner that
reasonably would be expected to materially and adversely affect the
economic benefits the PIPE Investor reasonably would expect to receive
under the PIPE Subscription Agreement.
Pursuant to the PIPE Subscription Agreements, we agreed that, within 45 calendar
days after the consummation of the Proposed Business Combination, we will file
with the
Each PIPE Subscription Agreement will terminate upon the earlier to occur of (i) such date and time as the Business Combination Agreement is terminated in accordance with its terms, (ii) upon the mutual written agreement of each of the parties to the PIPE Subscription Agreement; or (iii) if any of the conditions to PIPE Closing set forth in Sections 3.2 and 3.3 of such PIPE Subscription Agreement are not satisfied on or prior to the Closing Date and, as a result thereof, the transactions contemplated by such PIPE Subscription Agreement are not consummated at the PIPE Closing.
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities throughDecember 31, 2021 were organizational activities, those necessary to prepare for the initial public offering, described below, and, after our initial public offering, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of an initial business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account established for the benefit of our public shareholders. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, an initial business combination.
For the year ended
Liquidity, Capital Resources and Going Concern Consideration
Until the consummation of the Initial Public Offering, our only source of
liquidity was an initial subscription of Class B ordinary shares, par value
On
Following the initial public offering, including the full exercise of the
over-allotment option, and the private placement, a total of
As of
As of
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did not withdraw any interest earned on the trust account to pay our taxes. We
intend to use substantially all of the funds held in the trust account,
including any amounts representing interest earned on the trust account (less
income taxes payable), to complete an initial business combination and to pay
our expenses relating thereto, including
As of
In order to fund working capital deficiencies or finance transaction costs in
connection with an initial business combination, our initial shareholders,
officers, directors or their affiliates may, but are not obligated to, loan us
funds from time to time as may be required. If we complete an initial business
combination, we would repay such loaned amounts out of the proceeds of the trust
account released to us. In the event that an initial business combination does
not close, we may use a portion of the working capital held outside the trust
account to repay such loaned amounts, but no proceeds from the trust account
would be used to repay such loaned amounts. Up to
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of an initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of an initial business combination. If we are unable to complete an initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
As of the date of this Annual Report on Form 10-K, we are within 12 months of our mandatory liquidation date ofFebruary 26, 2023 . In connection with our assessment of going concern considerations in accordance with ASU 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," we anticipate the consummation of the Proposed Business Combination in the second or third quarter of 2022 alleviating the concern about our ability to continue as a going concern until the earlier of the consummation of an initial business combination orFebruary 26, 2023 , the date we are required to liquidate.
Our financial statements included elsewhere in this Annual Report on Form 10-K do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should we be unable to continue as a going concern.
Off-Balance Sheet Arrangements We did not have any off-balance sheet arrangements as ofDecember 31, 2021 .
Contractual Obligations
We do not have any long-term debt obligations, capital lease obligations,
operating lease obligations, purchase obligations or other long-term
liabilities, other than an agreement to pay the sponsor a monthly fee of
The underwriters of the Initial Public Offering are entitled to a deferred
underwriting commission of
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Critical Accounting Policies
The preparation of financial statements and related disclosures in conformity
with accounting principles generally accepted in
Warrant Liabilities
We account for our public warrants and private placement warrants (collectively, the "warrants", which are discussed in Note 3, Note 4 and Note 8 to the financial statements included elsewhere in this Annual Report on Form 10-K) in accordance with theFinancial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 815-40,"Derivatives and Hedging, Contracts in Entity's Own Equity" (ASC "815-40"), and concluded that a provision in the warrant agreement related to certain tender or exchange offers precludes the warrants from being accounted for as components of equity. As the warrants meet the definition of a derivative as contemplated in ASC 815-40, the Warrants are recorded as derivative liabilities and measured at fair value at inception (on the date of the Initial Public Offering) and at each reporting date in accordance with FASB ASC Topic 820, "Fair Value Measurement", with changes in fair value recognized in the statement of operations in the period of change.
Offering Costs Associated with the Initial Public Offering
We comply with the requirements of FASB ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the statement of operations. Offering costs associated with the Class A ordinary shares were charged to shareholders' equity upon the completion of the Initial Public Offering.
Class A Ordinary Shares Subject to Possible Redemption
All of the 34,500,000 Class A ordinary shares sold as part of the units in the
Initial Public Offering contain a redemption feature which allows for the
redemption of such public shares in connection with our liquidation, if there is
a shareholder vote or tender offer in connection with an initial business
combination and in connection with certain amendments to our amended and
restated articles of association. In accordance with
Net Loss Per Ordinary Share
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share". Net income per share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding during the period. The Company has two classes of shares, Class A ordinary shares and Class B ordinary shares. Earnings and losses are shared pro rata between the two classes of shares. We have not considered the effect of the 20,400,000 ordinary shares underlying the 11,500,000 warrants sold in the Initial Public Offering and the 8,900,000 private placement warrants sold in the private placement, in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the period presented.
Our statement of operations applies the
two-class
method in calculating net income per share. Basic and diluted net income per
Class A ordinary share and Class B ordinary share is calculated by dividing net
income attributable to us by the weighted average number of Class A ordinary
shares and Class B ordinary shares outstanding, allocated proportionally to each
class of shares.
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Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.
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