Item 8.01 Other Events.
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 has filed a
registration statement on Form S-4 that includes a preliminary proxy
statement/prospectus in connection with the Business Combination (the "Form
S-4") with the
No Offer or Solicitation
This communication does not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination. This communication also does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Participants in the Solicitation
CGC and its 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 those directors and executive
officers and a description of their interests in CGC is contained in CGC's
filings with the
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Forward-Looking Statements
Certain statements made in this Current Report on Form 8-K are "forward looking
statements" within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. When used in this Form
8-K, the words "estimates," "projected," "expects," "anticipates," "forecasts,"
"plans," "intends," "believes," "seeks," "may," "will," "should," "future,"
"propose" and variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify forward-looking
statements. These forward-looking statements are not guarantees of future
performance, conditions or results, and involve a number of known and unknown
risks, uncertainties, assumptions and other important factors, many of which are
outside TWMH, the TIG Entities, Alvarium, or CGC's control, that could cause
actual results or outcomes to differ materially from those discussed in the
forward-looking statements. Important factors, among others, that may affect
actual results or outcomes include (i) the inability to complete the proposed
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 proposed Business Combination;
(v) the risk that the proposed Business Combination disrupts current plans and
operations as a result of the announcement and consummation of the proposed
Business Combination; (vi) CGC, TWMH, the TIG Entities, and Alvarium's ability
to manage growth and execute business plans and meet projections;
(vii) potential litigation involving CGC, TWMH, the TIG Entities, or Alvarium;
(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, TWMH, the TIG Entities, and Alvarium's
services, and in particular economic and market conditions in the financial
services industry in the markets in which CGC, TWMH, the TIG Entities, and
Alvarium operate; and (x) other risks and uncertainties indicated from time to
time in the Form S-4, including those under "Risk Factors" therein, and in CGC's
other filings with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. 99.1 Press Release, datedFebruary 14, 2022 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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