As filed with the Securities and Exchange Commission on August 8, 2022.

Registration No. 333-262644

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

AMENDMENT NO. 4

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CARTESIAN GROWTH CORPORATION*

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands*		6770		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

505 Fifth Avenue, 15th Floor

New York, NY 10017

Telephone: (212) 461-6363

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

 

 

Peter Yu

Chief Executive Officer

505 Fifth Avenue, 15th Floor

New York, NY 10017

(212) 461-6363

(Name, address, including zip code and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Alan I. Annex, Esq. Jason T. Simon, Esq. Thomas R. Martin, Esq. Raffael Fiumara, Esq. Greenberg Traurig, P.A. 333 S.E. 2nd Avenue Miami, Florida 33131 Tel: +1 (305) 579-0576		Keith J. Billotti, Esq. Edward S. Horton, Esq. Craig A. Sklar, Esq. Seward & Kissel LLP One Battery Park Plaza New York, NY 10004 Tel: +1 (212) 574-1200		Jocelyn M. Arel, Esq. Samantha M. Kirby, Esq. Jeffrey A. Letalien, Esq. Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 Tel: +1 (617) 570-1000		James Grimwood Goodwin Procter LLP Tower 42 25 Old Broad Street London EC2N 1HQ Tel: +44 (10) 7447-4200

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering:  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)  ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (“Securities Act”), or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a), may determine.

 

 

 

*

Immediately prior to the consummation of the Business Combination described in the proxy statement/prospectus that forms part of this registration statement, Cartesian Growth Corporation intends to effect a deregistration under the Cayman Islands Companies Act (As Revised) and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which Cartesian Growth Corporation’s jurisdiction of registration will be changed from the Cayman Islands to the State of Delaware (the “Domestication”). All securities being registered will be issued by the continuing entity following the Domestication, which will be renamed “Alvarium Tiedemann Holdings, Inc.” in connection with the Business Combination, as further described in the proxy statement/prospectus. As used in this registration statement/proxy statement/prospectus, the term “registrant” refers to Cartesian Growth Corporation (a Cayman Islands exempted company), prior to the Domestication, and to the Company (a Delaware corporation), following the Domestication. As used herein, “Company” refers to Cartesian Growth Corporation as a Delaware corporation by way of continuation following the Domestication and the Business Combination, which in connection with the Domestication and simultaneously with the Business Combination, will change its corporate name to “Alvarium Tiedemann Holdings, Inc.”

 

 

 

The information in this proxy statement/prospectus is not complete and may be changed. Cartesian Growth Corporation may not issue the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission, of which this proxy statement/prospectus is a part, is declared effective. This proxy statement/prospectus does not constitute an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale of these securities is not permitted.

 

PRELIMINARY PROXY STATEMENT/PROSPECTUS — SUBJECT TO COMPLETION, DATED AUGUST 8, 2022

To the Shareholders of Cartesian Growth Corporation:

You are cordially invited to attend an extraordinary general meeting (the “Special Meeting”) of Cartesian Growth Corporation, a Cayman Islands exempted company (“Cartesian,” “we,” “us” or “our”), which will be held at 10:00 a.m., Eastern Time, on                , 2022, at                . For the purposes of Cartesian’s Amended and Restated Memorandum and Articles of Association, the physical place of the meeting will be                . In light of the COVID-19 pandemic and to support the well-being of Cartesian’s shareholders, directors and officers, Cartesian encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/cartesianspac/sm2022. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing                .

PROXY STATEMENT FOR EXTRAORDINARY GENERAL

MEETING OF CARTESIAN GROWTH CORPORATION

PROSPECTUS FOR

142,662,728 SHARES OF CLASS A COMMON STOCK,

20,400,000 WARRANTS TO PURCHASE SHARES OF CLASS A COMMON STOCK AND

20,400,000 SHARES OF CLASS A COMMON STOCK UNDERLYING WARRANTS OF

CARTESIAN GROWTH CORPORATION (AFTER ITS DOMESTICATION AS A CORPORATION INCORPORATED IN THE STATE OF DELAWARE AND RENAMING

AS ALVARIUM TIEDEMANN HOLDINGS, INC. IN CONNECTION WITH THE DOMESTICATION)

The board of directors (the “Board”) of Cartesian has unanimously approved (i) the Domestication of Cartesian as a Delaware corporation (the “Domestication”) and (ii) the Business Combination Agreement, dated as of September 19, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Business Combination Agreement”), by and among Cartesian, Rook MS LLC, a Delaware limited liability company (“Umbrella Merger Sub”), 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”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, the “Target Companies” and each a “Target Company”), and Alvarium Tiedemann Capital LLC, a Delaware limited liability company (“Umbrella”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A-1. In connection with the transactions contemplated by the Business Combination Agreement (the “Business Combination”), the Company will be renamed “Alvarium Tiedemann Holdings, Inc.” and is referred to herein as “Alvarium Tiedemann”.

Upon consummation of the Business Combination, the combined company will be organized in an “Up-C” structure. Alvarium Tiedemann will hold Class A Common Units representing 63% and 50% of the total Common Units of Umbrella under the No Redemptions and Maximum Redemptions scenarios (each as defined below), respectively. Umbrella, in turn, will hold a newly formed entity that will ultimately be named “Alvarium Tiedemann Holdings, LLC.”

As described in this proxy statement/prospectus, Cartesian’s shareholders are being asked to consider and vote upon (among other things) the Business Combination, the Domestication and the other proposals set forth herein.

The accompanying prospectus covers 142,662,728 shares of Class A Common Stock, 20,400,000 shares of Class A Common Stock issuable upon exercise of warrants and 20,400,000 warrants to acquire shares of Class A Common Stock.

Cartesian’s units, Public Shares and Public Warrants are currently listed on The Nasdaq Capital Market (“Nasdaq”) under the symbols “GLBLU”, “GLBL” and “GLBLW”, respectively. Cartesian intends to apply for listing, to be effective at the time of the Business Combination, of Alvarium Tiedemann’s Class A Common Stock and warrants to purchase Class A Common Stock on Nasdaq under the symbols “GLBL” and “GLBLW” respectively.

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the Special Meeting. We urge you to carefully read this

entire document and the documents incorporated herein by reference. You should also carefully consider the risk factors described in “Risk  Factors” beginning on page 72 of this proxy statement/prospectus.

After careful consideration, the Board has unanimously approved the Business Combination Agreement and the Business Combination and determined that each of the proposals to be presented at the Special Meeting is in the best interests of the Company and its shareholders, and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of Cartesian and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Summary of the Proxy Statement/Prospectus —Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

Your vote is very important. To ensure your representation at the Special Meeting, please complete and return the enclosed proxy card or submit your proxy by following the instructions contained in this proxy statement/prospectus/consent solicitation statement and on your proxy card. Please submit your proxy promptly whether or not you expect to participate in the meeting. Submitting a proxy now will NOT prevent you from being able to vote during the Special Meeting. If you hold your shares in “street name”, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you receive from your broker, bank or other nominee.

On behalf of our Board, I would like to thank you for your support of Cartesian and look forward to a successful completion of the Business Combination.

Very truly yours,

Peter Yu

Chief Executive Officer

Cartesian Growth Corporation

If you return your proxy card signed and without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (1) IF YOU HOLD CLASS A ORDINARY SHARES THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING PUBLIC SHARES AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (2) SUBMIT A WRITTEN REQUEST TO THE TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE SPECIAL MEETING, THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH, AND (3) DELIVER YOUR CLASS A ORDINARY SHARES TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “SPECIAL MEETING OF THE SHAREHOLDERS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated                , 2022 and is first being mailed to the shareholders of Cartesian on or about                , 2022.

Cartesian Growth Corporation

505 Fifth Avenue, 15^th Floor

New York, NY 10017

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON                , 2022

TO THE SHAREHOLDERS OF CARTESIAN GROWTH CORPORATION:

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Special Meeting”) of Cartesian Growth Corporation, a Cayman Islands exempted company (the “Company,” “Cartesian,” “we,” “us” or “our”), will be held at 10:00 a.m., Eastern Time, on                , 2022, at                . For the purposes of Cartesian’s Amended and Restated Memorandum and Articles of Association, the physical place of the meeting will be                . In light of the COVID-19 pandemic and to support the well-being of Cartesian’s shareholders, directors and officers, Cartesian encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/cartesianspac/sm2022. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing                .

At the Special Meeting, you will be asked to consider and vote on the following proposals:

 

(1)

Proposal 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve by ordinary resolution under Cartesian’s Amended and Restated Memorandum and Articles of Association (the “Existing Articles”) and adopt the Business Combination Agreement, dated as of September 19, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Business Combination Agreement”), by and among Cartesian, Rook MS LLC, a Delaware limited liability company (“Umbrella Merger Sub”), 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”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, the “Target Companies” and each a “Target Company”), and Alvarium Tiedemann Capital, LLC, a Delaware limited liability company (“Umbrella”), and the transactions contemplated thereby. Upon consummation of the transactions contemplated by the Business Combination Agreement, including the Domestication (as defined below), the businesses of the Target Companies will be held by Umbrella, a newly formed Delaware limited liability company for purposes of effecting the transactions contemplated by the 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, Cartesian 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”), each Class A ordinary share of Cartesian outstanding shall be converted into the right to receive one share of Class A Common Stock of Cartesian (the “Class A Common Stock”) and Cartesian will be renamed “Alvarium Tiedemann Holdings, Inc.”; (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 through its

strategic investments in External Strategic Managers, and (b) TIG GP will distribute to Umbrella all of the issued and outstanding shares or interests that it holds through its strategic investment in an External Strategic Manager; (v) at the Closing, each shareholder of Alvarium Topco will exchange his, her or its (a) ordinary shares of Alvarium Topco and (b) class A shares of Alvarium Topco for 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 Cartesian; (vi) 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 Cartesian (the “Umbrella Merger”); (vii) at the Closing, following the Alvarium Exchange and the Umbrella Merger, Cartesian will contribute all of the issued and outstanding shares of Alvarium Topco that it holds to Umbrella (the “Alvarium Contribution”) and upon the consummation of the Alvarium Contribution, Alvarium Topco will become a wholly-owned subsidiary of Umbrella; and (viii) following the Closing, Alvarium Topco will be liquidated and Alvarium Holdings LLC (to be renamed Alvarium Tiedemann Holdings, LLC) will become the wholly owned direct subsidiary of Umbrella (we refer to this proposal as the “Business Combination Proposal”);

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the Company’s entry into the Business Combination Agreement, dated as of September 19, 2021 (as the same has been or may be amended, modified, supplemented or waived from time to time, the “Business Combination Agreement”), by and among the Company, Rook MS LLC, a Delaware limited liability company (“Umbrella Merger Sub”), 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”), Alvarium Investments Limited, an English private limited company (“Alvarium” and, together with TWMH and the TIG Entities, the “Target Companies” and each a “Target Company”), and Alvarium Tiedemann Capital LLC, a Delaware limited liability company (“Umbrella”), a copy of which is attached to the accompanying proxy statement/prospectus as Annex A-1 and the transactions contemplated thereby. Upon consummation of the transactions contemplated by the Business Combination Agreement, including the Domestication, the businesses of the Target Companies will be held by Umbrella, a newly formed Delaware limited liability company for purposes of effecting the transactions contemplated by the 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, Cartesian 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”), each Class A ordinary share of Cartesian outstanding shall be converted into the right to receive one share of Class A Common Stock of Cartesian (the “Class A Common Stock”) and Cartesian will be renamed “Alvarium Tiedemann Holdings, Inc.”; (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 through its strategic investments in External Strategic Managers, and (b) TIG GP will distribute to Umbrella all of the issued and outstanding shares or interests that it holds through its strategic investment in an External Strategic Manager; (v) at the Closing, each shareholder of Alvarium Topco will exchange his, her or its (a) ordinary shares of Alvarium Topco and (b) class A shares of Alvarium Topco for 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 Cartesian; (vi) 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 Cartesian (the “Umbrella Merger”); (vii) at the Closing, following the Alvarium Exchange and the Umbrella Merger, Cartesian will contribute all of the issued and outstanding shares of Alvarium Topco that it holds to Umbrella (the “Alvarium Contribution”) and upon the consummation of the Alvarium Contribution, Alvarium Topco will become a wholly-owned subsidiary of Umbrella; and (viii) following the Closing, Alvarium Topco will be liquidated and Alvarium Holdings LLC (to be renamed Alvarium Tiedemann Holdings, LLC) will become the wholly owned direct subsidiary of Umbrella.”

 

(2)

Proposal 2 — The Domestication Proposal — to consider and vote upon a proposal to approve by special resolution under the Existing Articles, assuming the Business Combination Proposal is approved and adopted, the change of Cartesian’s jurisdiction of registration from the Cayman Islands to the State of Delaware by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware and the change of Cartesian’s name from “Cartesian Growth Corporation” to “Alvarium Tiedemann Holdings, Inc.” (the “Domestication” and such proposal, the “Domestication Proposal”);

The full text of the resolution to be proposed is as follows:

“RESOLVED, as a special resolution, that the Company be de-registered in the Cayman Islands pursuant to Article 47 of the Amended and Restated Memorandum and Articles of Association of Cartesian Growth Corporation and be registered by way of continuation as a corporation in the State of Delaware, and conditional upon, and with effect from, the registration of the Company in the State of Delaware as a corporation with the laws of the State of Delaware, the name of the Company be changed to “Alvarium Tiedemann Holdings, Inc.” (the “Domestication”).”

 

(3)

Proposal 3 — The Organizational Documents Proposal — to approve and adopt by special resolution under the Existing Articles, assuming the Business Combination Proposal and the Domestication Proposal are approved and adopted, the proposed new certificate of incorporation (the “Proposed Charter”) and bylaws (the “Proposed Bylaws,” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of the Company, the post-Domestication company, which, if approved, would take effect at the time of the Domestication (we refer to this proposal as the “Organizational Documents Proposal”);

The full text of the resolution to be proposed is as follows:

“RESOLVED, as a special resolution, that the certificate of incorporation (the “Proposed Charter”) and bylaws of the Company (annexed to the proxy statement/prospectus as Annex B-1 and Annex C), be approved as the certificate of incorporation and bylaws, respectively, of the Company, effective upon the effectiveness of the Domestication.”

 

(4)

Proposal 4 — The Advisory Charter Proposals — to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Charter, which are being presented separately in accordance with United States Securities and Exchange Commission (the “SEC”) guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as seven non-binding sub-proposals (which proposals we refer to, collectively, as the “Advisory Charter Proposals”):

The full text of the resolutions to be proposed is as follows:

“RESOLVED, on a non-binding advisory basis, to eliminate various provisions in the Existing Articles (as defined in the proxy statement/prospectus) applicable only to blank check companies.”

“RESOLVED, on a non-binding advisory basis, to increase the authorized share capital from 220,000,000 shares divided into 200,000,000 Class A ordinary shares, par value $0.0001 per share, and 20,000,000 Class B ordinary shares, par value $0.0001 per share, to authorized capital stock of 1,035,000,000 shares, consisting of (i) 875,000,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”), (ii) 150,000,000 shares of Class B common stock, par value $0.0001 per share (“Class B Common Stock”), and (iii) 10,000,000 shares of preferred stock.”

“RESOLVED, on a non-binding advisory basis, that each holder of record of Class B Common Stock shall not be entitled to receive (i) dividends (including cash, stock or property) in respect of their shares of Class B Common Stock, or (ii) any assets or funds of the Company available for distribution to stockholders of the Company upon any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company.”

“RESOLVED, on a non-binding advisory basis, that, except for those directors, if any, elected by the holders of any series of preferred stock then outstanding pursuant to any applicable provisions of the Proposed Charter (collectively, the “Preferred Directors” and each, a “Preferred Director”), any director or the entire Board of Directors may be removed at any time only by the affirmative vote of the holders of not less than two-thirds (2/3) of the outstanding shares of capital stock of the Company then entitled to vote in the election of directors, voting together as a single class.”

“RESOLVED, on a non-binding advisory basis, that, in addition to any affirmative vote required by applicable law or the Proposed Charter, an amendment or repeal of any provision of the Proposed Charter shall require the affirmative vote of the holders of at least a majority of the outstanding shares of capital stock of the Company generally entitled to vote, voting together as a single class.”

“RESOLVED, on a non-binding advisory basis, to remove the renunciation of the corporate opportunity doctrine in the Existing Articles.”

“RESOLVED, on a non-binding advisory basis, that the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware lacks jurisdiction over any such action or proceeding, then the United States District Court for the District of Delaware) shall be the exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of the Company to the Company or the Company stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, the Proposed Charter or the Proposed Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware, unless the Company consents to otherwise in writing; provided, however, that the foregoing will not apply to any causes of action arising under the U.S. Securities Act of 1933, as amended, or the U.S. Securities Exchange Act of 1934, as amended.”

 

(5)

Proposal 5 — The Stock Issuance Proposal — to consider and vote upon a proposal to approve by ordinary resolution, assuming the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal are approved and adopted, for the purposes of complying with the applicable listing rules of Nasdaq, the issuance of shares of Class A Common Stock of the Company to the shareholders of Alvarium and the PIPE Investors and shares of Class B Common Stock to the equityholders of TWMH and the TIG Entities (we refer to this proposal as the “Stock Issuance Proposal”);

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the issuance in accordance with the Business Combination Agreement of up to 50,000,000 shares of Class A Common Stock of the Company to the shareholders of Alvarium and the PIPE Investors and up to 55,000,000 shares of Class B Common Stock to the equityholders of TWMH and the TIG Entities, be confirmed, ratified and approved in all respects.”

 

(6)

Proposal 6 — The Equity Incentive Plan Proposal — to consider and vote upon a proposal to approve and adopt by ordinary resolution, assuming the Stock Issuance Proposal is approved and adopted, the Alvarium Tiedemann Holdings, Inc. 2022 Stock Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex I ;

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution that the Alvarium Tiedemann Holdings, Inc. 2022 Stock Incentive Plan, a copy of which is attached to the proxy statement/prospectus as Annex I, be confirmed, ratified and approved in all respects.”

(7)

Proposal 7 — The Employee Stock Purchase Plan Proposal — to consider and vote upon a proposal to approve and adopt by ordinary resolution, assuming the Stock Issuance Proposal is approved and adopted, the Alvarium Tiedemann Holdings, Inc. 2022 Employee Stock Purchase Plan, a copy of which is attached to this proxy statement/prospectus as Annex J (we refer to this proposal as the “Employee Stock Purchase Plan Proposal” and, collectively with the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal and the Equity Incentive Plan Proposal, the “Condition Precedent Proposals”);

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution that the Alvarium Tiedemann Holdings, Inc. 2022 Employee Stock Purchase Plan, a copy of which is attached to the proxy statement/prospectus as Annex J, be confirmed, ratified and approved in all respects.”

 

(8)

Proposal 8 — The Election of Directors Proposal — to consider and vote on a proposal to elect, effective at Closing, eleven directors to serve terms on our board of directors until the 2023 annual meeting of stockholders and until their respective successors are duly elected and qualified (we refer to this proposal as the “Election of Directors Proposal”);

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that Ali Bouzarif be appointed as a director of the Company with effect from Closing.”

“RESOLVED, as an ordinary resolution, that Nancy Curtin be appointed as a director of the Company with effect from Closing.”

“RESOLVED, as an ordinary resolution, that Kevin T. Kabat be appointed as a director of the Company with effect from Closing.”

“RESOLVED, as an ordinary resolution, that Timothy Keaney be appointed as a director of the Company with effect from Closing.”

“RESOLVED, as an ordinary resolution, that Judy Lee be appointed as a director of the Company with effect from Closing.”

“RESOLVED, as an ordinary resolution, that Spiros Maliagros be appointed as a director of the Company with effect from Closing.”

“RESOLVED, as an ordinary resolution, that Hazel McNeilage be appointed as a director of the Company with effect from Closing.”

“RESOLVED, as an ordinary resolution, that Craig Smith be appointed as a director of the Company with effect from Closing.”

“RESOLVED, as an ordinary resolution, that Michael Tiedemann be appointed as a director of the Company with effect from Closing.”

“RESOLVED, as an ordinary resolution, that Tracey Brophy Warson be appointed as a director of the Company with effect from Closing.”

“RESOLVED, as an ordinary resolution, that Peter Yu be appointed as a director of the Company with effect from Closing.”

 

(9)

Proposal 9 — The Adjournment Proposal — to consider and vote upon a proposal to approve by ordinary resolution under the Existing Articles the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Condition Precedent Proposals would not be duly approved and adopted by our shareholders or we determine that one or more of the closing conditions under the Business Combination Agreement is not satisfied or waived (we refer to this proposal as the “Adjournment Proposal”).

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the general meeting to a later date or dates to be determined by the chairman of the general meeting, if necessary, to permit further solicitation and vote of proxies be confirmed, ratified and approved in all respects.”

The resolutions to be voted upon in person or by proxy at the Special Meeting relating to the above proposals are set forth in the proxy/statement prospectus sections entitled “Proposal No. 1 — The Business Combination Proposal”, “Proposal No. 2 — The Domestication Proposal”, “Proposal No. 3 — The Organizational Documents Proposal”, “Proposal No. 4 — The Advisory Charter Proposals”, “Proposal No. 5 — The Stock Issuance Proposal”, “Proposal No. 6 — The Equity Incentive Plan Proposal”, “Proposal No. 7 — The Employee Stock Purchase Plan Proposal”, “Proposal No. 8 — The Election of Directors Proposal”, and “Proposal No. 9 — The Adjournment Proposal”, respectively.

The above matters are more fully described in the accompanying proxy statement/prospectus, which also includes, as Annex A-1, a copy of the Business Combination Agreement. We urge you to carefully read the accompanying proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

After careful consideration, the Board has determined that each of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Election of Directors Proposal and the Adjournment Proposal are in the best interests of Cartesian and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of Cartesian’s directors may result in a conflict of interest on the part of one or more of the directors between what she, he or they may believe is in the best interests of Cartesian and its shareholders and what she, he or they may believe is best for herself, himself or themselves in determining to recommend that shareholders vote for the proposals. See the sections entitled “Summary of the Proxy Statement/Prospectus —Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” in the accompanying proxy statement/prospectus for a further discussion.

The Record Date for the Special Meeting is                 , 2022. Only holders of record of Class A ordinary shares and Class B ordinary shares at the close of business on the Record Date are entitled to notice of and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of Cartesian’s shareholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at Cartesian’s principal executive offices for inspection by shareholders during ordinary business hours for any purpose germane to the Special Meeting and electronically during the Special Meeting at                .

Our Class A ordinary shares and warrants are currently listed on Nasdaq under the symbols “GLBL” and “GLBLW,” respectively. Certain of our Class A ordinary shares and warrants currently trade as units consisting of one Class A ordinary share and one-third of one redeemable warrant, and are listed on Nasdaq under the symbol “GLBLU.” The units will automatically separate into their component securities upon consummation of the Business Combination and, as a result, will no longer trade as an independent security. Upon the consummation of the Domestication, we intend to change our name from “Cartesian Growth Corporation” to “Alvarium Tiedemann Holdings, Inc.”

Pursuant to Cartesian’s amended and restated memorandum and articles of association (the “Existing Articles”), a holder of Public Shares (a “Public Shareholder”) may request that Cartesian redeem all or a portion of its Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

 

(a)

(i) hold Public Shares or (ii) hold Public Shares through units and you elect to separate your units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares; and

(b)

prior to 5:00 p.m., Eastern Time, on                , 2022 (two business days prior to the vote at the Special Meeting), (i) submit a written request to Continental Stock Transfer & Trust Company, Cartesian’s Transfer Agent (the “Transfer Agent”), that Cartesian redeem your Public Shares for cash and (ii) deliver your Public Shares to the Transfer Agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders of units must elect to separate the underlying Public Shares and Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of their Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its shares to the Transfer Agent, we will redeem each Public Share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (the “Trust Account”) established in connection with the Company’s initial public offering of its units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, pursuant to its registration statements on Form S-1 declared effective by the SEC on February 23, 2021 (SEC File Nos. 333-252784 and 333-253428) (the “IPO”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of                 , 2022, this would have amounted to approximately $                per Public Share. If a Public Shareholder exercises its Redemption Rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any request to redeem Public Shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of a Public Share delivers its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that we instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Special Meeting of the Shareholders” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limitation would not be redeemed for cash, without our prior consent.

The approval of each of the Conditions Precedent Proposals (i.e., the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, and the Employee Stock Purchase Plan Proposal) is a condition to the consummation of the Business Combination. The adoption of each Condition Precedent Proposal is conditioned on the approval of all of the Condition Precedent Proposals. The Advisory Charter Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposal. If our shareholders do not approve each of the Condition Precedent Proposals, the Business Combination may not be consummated.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. We urge you to read the accompanying proxy statement/prospectus carefully. If you have any questions or need assistance voting your Cartesian ordinary shares, please contact Morrow Sodali LLC,

our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400 or by emailing GLBL.info@investor.morrowsodali.com. This notice of Special Meeting and the proxy statement are available at                .

 

By Order of the Board of Directors

Peter Yu Chief Executive Officer

, 2022

TABLE OF CONTENTS

 

FREQUENTLY USED TERMS			1
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			13
QUESTIONS AND ANSWERS ABOUT THE PROPOSALS			15
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			38
SUMMARY HISTORICAL FINANCIAL INFORMATION OF CARTESIAN			54
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF TWMH			55
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF THE TIG ENTITIES			58
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ALVARIUM			61
COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE FINANCIAL INFORMATION			66
TICKER SYMBOLS AND DIVIDEND INFORMATION			68
SUMMARY RISK FACTORS			69
RISK FACTORS			72
SPECIAL MEETING OF THE SHAREHOLDERS			131
PROPOSAL NO. 1 - THE BUSINESS COMBINATION PROPOSAL			138
PROPOSAL NO. 2 - THE DOMESTICATION PROPOSAL			210
PROPOSAL NO. 3 - THE ORGANIZATIONAL DOCUMENTS PROPOSAL			215
PROPOSAL NO. 4 – THE ADVISORY CHARTER PROPOSALS			217
PROPOSAL NO. 5 - THE STOCK ISSUANCE PROPOSAL			225
PROPOSAL NO. 6 - THE EQUITY INCENTIVE PLAN PROPOSAL			227
PROPOSAL NO. 7 - THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL			233
PROPOSAL NO. 8 – THE ELECTION OF DIRECTORS PROPOSAL			238
PROPOSAL NO. 9 – THE ADJOURNMENT PROPOSAL			240
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			241
INFORMATION ABOUT CARTESIAN			274
BUSINESS OF ALVARIUM TIEDEMANN			286
HISTORICAL BUSINESS OF TWMH			314
HISTORICAL BUSINESS OF THE TIG ENTITIES			320
HISTORICAL BUSINESS OF ALVARIUM			327
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CARTESIAN			338
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF TWMH			346
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE TIG ENTITIES			363
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF ALVARIUM			384
COMBINED HISTORICAL NON-GAAP MEASURES			406
MANAGEMENT OF THE COMPANY FOLLOWING THE BUSINESS COMBINATION			411
EXECUTIVE COMPENSATION			420
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			424
BENEFICIAL OWNERSHIP OF SECURITIES			429
DESCRIPTION OF SECURITIES			433
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS			457
APPRAISAL RIGHTS			469
HOUSEHOLDING INFORMATION			470
TRANSFER AGENT AND REGISTRAR			471
SUBMISSION OF SHAREHOLDER PROPOSALS			472
FUTURE SHAREHOLDER PROPOSALS			473
WHERE YOU CAN FIND MORE INFORMATION			474
LEGAL MATTERS			475
EXPERTS			476
INDEX TO FINANCIAL STATEMENTS			F-1

 

i

ANNEX A-1 – BUSINESS COMBINATION AGREEMENT

ANNEX A-2 – AMENDMENT NO. 1 TO BUSINESS COMBINATION AGREEMENT

ANNEX A-3 – AMENDMENT NO. 2 TO BUSINESS COMBINATION AGREEMENT

ANNEX A-4 – AMENDMENT NO. 3 TO THE BUSINESS COMBINATION AGREEMENT

ANNEX B-1 – FORM OF PROPOSED CHARTER

ANNEX B-2 – FORM OF CERTIFICATE OF CORPORATE DOMESTICATION

ANNEX C – FORM OF PROPOSED BYLAWS

ANNEX D – FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENT

ANNEX E – FORM OF TAX RECEIVABLE AGREEMENT

ANNEX F – FORM OF SUBSCRIPTION AGREEMENT

ANNEX G – SPONSOR SUPPORT AGREEMENT

ANNEX H – TWMH AND TIG MEMBER SUPPORT AGREEMENT

ANNEX I – FORM OF EQUITY INCENTIVE PLAN

ANNEX J – FORM OF EMPLOYEE STOCK PURCHASE PLAN

ANNEX K – EXISTING ARTICLES OF CARTESIAN

ANNEX L –ALVARIUM EXCHANGE AGREEMENT

ANNEX M – SHAREHOLDER IRA

ANNEX N – VOTING IRA

 

ii

FREQUENTLY USED TERMS

Definitions

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “the Company” refer to, before the consummation of the Business Combination, Cartesian or, following the consummation of the Business Combination, Alvarium Tiedemann, as the context suggests. Capitalized terms used herein but not otherwise defined herein shall have the respective meanings ascribed to them in the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A-1.

In this document:

“Additional Banking Fees” means all fees and expenses (including, but not limited to, all underwriter and/or investment banking fees) incurred in connection with any Additional Private Placements and/or incurred in connection with the engagement of any investment banks or similar firms engaged to provide capital markets advisory work and/or equity analysis and support with respect to the Cartesian Common Stock, which, for the avoidance of doubt, will be paid by Cartesian out of the Trust Account and which amounts will not reduce the Companies Equity Value.

“Additional Private Placements” means a private placement or placements of shares of Class A Common Stock, on terms at least as favorable to Cartesian as those of the Initial Private Placements, in which no shares of Class A Common Stock are sold to investors at a price of less than $9.80 per share.

“Adjournment Proposal” means the proposal to be considered at the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of one or more proposals at the Special Meeting.

“Advisory Charter Proposals” means the seven non-binding sub-proposals with respect to important governance provisions in the Proposed Charter to take effect upon the Closing Date if the Organizational Documents Proposal is approved.

“Aggregate Cash Consideration” means $100,000,000; provided, that if (a) Available Cash equals an amount less than $100,000,000, then the Aggregate Cash Consideration shall be an amount equal to the Available Cash.

“Aggregate Earn-Out Consideration” means the (a) TWMH Members Earn-Out Consideration, (b) TIG Entities Members Earn-Out Consideration, and (c) Alvarium Shareholders Earn-Out Consideration.

“Aggregate Equity Consideration” means the (a) Alvarium Shareholders Share Consideration, (b) the TWMH Members Interests Consideration, and (c) the TIG Entities Members Interest Consideration.

“Aggregate Transaction Consideration” means the (a) Aggregate Equity Consideration, (b) Aggregate Cash Consideration, and (c) Aggregate Earn-Out Consideration.

“Aggregate Voting Share Consideration” means the (a) TWMH Members Voting Share Consideration and (b) TIG Entities Members Voting Share Consideration.

“Alvarium” means Alvarium Investments Limited, an English private limited company.

“Alvarium Closing Cash Adjustment” means the difference of (a) $10,000,000 minus (b) the difference of (i) (A) the Indebtedness of Alvarium and the Alvarium Subsidiaries as of the Reference Time plus (B) the

 

1

Alvarium Excess Transaction Expenses plus (C) the amount, if any, by which the Alvarium Reorganization Expenses exceed the Alvarium Reorganization Expenses Cap (each expressed as a positive number) minus (ii) the sum of (x) the Cash of Alvarium and the Alvarium Subsidiaries as of the Reference Time and (y) the Incurred Alvarium Expenses (expressed as a positive number); minus (iii) $3,713,580, being an amount equal to the value of the tax benefit of the Reliefs available to Alvarium; provided, that, the sum of (1) the value of component (ii) set out above, plus (2) the value of component (ii) set out in the TIG Entities Closing Cash Adjustment plus (3) the value of component (ii) set out in the TWMH Closing Cash Adjustment shall not exceed an aggregate amount of $45,000,000.

“Alvarium Equity Value” means (a) the Alvarium Percentage multiplied by (b) the Companies Equity Value.

“Alvarium Excess Transaction Expenses” means an amount equal to the product of (a) Excess Transaction Expenses multiplied by (b) the quotient of (i) the Transaction Expenses incurred by Alvarium divided by (ii) the aggregate Transaction Expenses incurred by Alvarium, TWMH and the TIG Entities.

“Alvarium Payment Spreadsheet” means a spreadsheet that shall be prepared by Alvarium and Cartesian pursuant to Section 3.02 of the Business Combination Agreement setting forth: (a) the Alvarium Shareholders Share Consideration and (b) the Alvarium Shareholders Earn-Out Consideration, and which such spreadsheet shall include the breakdown and allocation of each of the foregoing, among, and payable to, the Alvarium Shareholders, and which shall, for the avoidance of doubt, take into account and reflect the provisions of the Alvarium LTIP in determining such breakdown and allocation.

“Alvarium Percentage” means 30.94%.

“Alvarium Reorganization Expenses” means all out-of-pocket fees, costs and expenses (including all fees, costs and expenses of outside counsel, accountants, tax experts and consultants to Alvarium and its affiliates) incurred by Alvarium or on its behalf in connection with or related to the Alvarium Reorganization.

“Alvarium Reorganization Expenses Cap” means an amount equal to $750,000.

“Alvarium Shareholders Earn-Out Consideration” means (a) a number of shares of Class A Common Stock equal (in number) to 15% of the sum of (i) the Alvarium Equity Value and (ii) the Alvarium Closing Cash Adjustment plus (b) the Reallocation Earn-Out Shares, which will be allocated to the Alvarium Shareholders pursuant to the Alvarium Payment Spreadsheet and which will be issued to the Alvarium Shareholders subject to achievement of the applicable Earn-Out Target.

“Alvarium Shareholders Share Consideration” means (a) a number of shares of Class A Common Stock equal to the quotient of (i) the sum of (A) the Alvarium Equity Value plus (B) the Alvarium Closing Cash Adjustment divided by (ii) $10.00, plus (b) the Alvarium Warrants, which shall be deliverable to the Alvarium Shareholders and allocated as set forth in the Alvarium Payment Spreadsheet (as defined in the Business Combination Agreement).

“Alvarium Tiedemann” means the Company after it has been renamed “Alvarium Tiedemann Holdings, Inc.”

“Alvarium Warrants” means the applicable number of Private Placement Warrants to be issued to the equityholders of Alvarium at the Closing multiplied by 30.94%.

“ASC” means Accounting Standard Codification.

“AUA” means assets under advisement. For more information on the presentation of AUA in this proxy statement/prospectus, see “Presentation of Certain Financial Information.”

 

2

“AUM” means assets under management. For more information on the presentation of AUM in this proxy statement/prospectus, see “Presentation of Certain Financial Information.”

“Available Cash” means, after giving effect to the exercise of the SPAC Share Redemption and payments related thereto, the aggregate amount equal to, as of the Closing Date, (a) the amount of immediately available funds contained in the Trust Account available for release to Cartesian, plus (b) the amount of immediately available funds held by Cartesian pursuant to the Subscription Agreements, plus (c) all funds held by Cartesian outside of the Trust Account and immediately available to Cartesian, minus (d) Transaction Expenses of the Parties (not to exceed $50 million, but excluding for purposes of this calculation, the sum of (i) the amount of any Additional Banking Fees, (ii) the lesser of the amount of the (A) Alvarium Reorganization Expenses and (B) Alvarium Reorganization Expenses Cap, and (iii) the amount of the Public Market Readiness Expenses), minus (e) the sum of (i) the amount of any Additional Banking Fees, (ii) the lesser of the amount of the (A) Alvarium Reorganization Expenses and (B) Alvarium Reorganization Expenses Cap, and (iii) the amount of the Public Market Readiness Expenses. For the avoidance of doubt, Available Cash shall be calculated prior to taking into account payment of any Aggregate Cash Consideration.

“Board” refers to Cartesian’s board of directors or Alvarium Tiedemann’s board of directors, as the context suggests.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” refers to the Business Combination Agreement, dated as of September 19, 2021, by and among Cartesian, Umbrella Merger Sub, TWMH, TIG GP, TIG MGMT, Alvarium and Umbrella, substantially in the form attached hereto at Annex A-1.

“Business Combination Proposal” means the proposal to be considered at the Special Meeting to approve the Business Combination.

“Cantor” means Cantor Fitzgerald & Co., the representative of the underwriters in the IPO.

“Cash” means all cash and cash equivalents, all restricted cash (including all cash posted to support letters of credit, performance bonds or other similar obligations) and marketable securities, in each case determined in accordance with (a) UK GAAP with respect to Alvarium and the Alvarium Subsidiaries and (b) US GAAP with respect to (i) TWMH and the TWMH Subsidiaries and (ii) the TIG Entities and the TIG Subsidiaries. For the avoidance of doubt, Cash will (i) be calculated net of issued but uncleared checks and drafts and will include checks, inbound ACH transmissions, other wire transfers and drafts deposited or available for deposit for the account of a Target Company or any of its subsidiaries, (ii) include all deposits with third parties (including landlords) of a Target Company or any of its subsidiaries and (iii) exclude Trapped Cash of a Target Company or any of its subsidiaries.

“Cayman Islands Companies Act” refers to the Cayman Islands Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time.

“Class A Common Stock” refers to the Class A Common Stock, par value $0.0001 per share, of Cartesian following the Domestication, and of Alvarium Tiedemann following the Business Combination, including any shares of such Class A Common Stock issuable upon the exercise of any warrant or other right to acquire shares of such Class A Common Stock.

“Class A ordinary shares” refers to the Class A ordinary shares, par value $0.0001 per share, of Cartesian prior to the Domestication, including any shares of such Class A ordinary shares issuable upon the exercise of any warrant or other right to acquire shares of such Class A ordinary shares.

 

 

3

“Class B Common Stock” refers to the Class B Common Stock, par value $0.0001 per share, of Alvarium Tiedemann following the Domestication and the Business Combination, including any shares of such Class B Common Stock issuable upon the exercise of any warrant or other right to acquire shares of such Class B Common Stock.

“Class B ordinary shares” refers to the Class B ordinary shares, par value $0.0001 per share, of Cartesian prior to the Domestication, including any shares of such Class B ordinary shares issuable upon the exercise of any warrant or other right to acquire shares of such Class B ordinary shares.

“Closing” refers to the closing of the Business Combination.

“Closing Date” refers to the date on which the closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Common Stock” refers to shares of the Class A Common Stock and the Class B Common Stock, collectively.

“Companies Enterprise Value” means $1,079,900,000.

“Companies Equity Value” means an amount equal to (a) the Companies Enterprise Value, plus (b) the Cash of the Target Companies and their respective subsidiaries as of the Reference Time minus (c) the Indebtedness of the Target Companies and their respective subsidiaries as of the Reference Time plus (d) the Available Cash, plus (e) the amount of any Additional Banking Fees, plus (f) the amount of the Alvarium Reorganization Expenses not to exceed the Alvarium Reorganization Expenses Cap, plus (g) the Public Market Readiness Expenses not to exceed an aggregate amount of $7,400,000, plus (h) an amount equal to the Transaction Expenses Adjustment, minus (i) the New Shareholder Equity Value.

“Company,” “our,” “we” or “us” refers, prior to the Business Combination, to Cartesian, as the context suggests, and, following the Business Combination, to Alvarium Tiedemann.

“DGCL” refers to the Delaware General Corporation Law, as amended.

“DLLCA” means the Delaware Limited Liability Company Act, as amended.

“dollars” or “$” refers to U.S. dollars.

“Domestication” refers to the continuation of Cartesian by way of domestication of Cartesian into a Delaware corporation, with the ordinary shares of Cartesian becoming shares of common stock of the Delaware corporation under the applicable provisions of the Cayman Islands Companies Act and the DGCL; the term includes all matters and necessary or ancillary changes in order to effect such Domestication, including the adoption of the Proposed Charter (substantially in the form attached hereto at Annex B-1) consistent with the DGCL and changing the name and registered office of Cartesian.

“Domestication Proposal” refers to the proposal to be considered at the Special Meeting to approve the Domestication.

“DWAC” means The Depository Trust Company’s deposit/withdrawal at custodian system.

“Election of Directors Proposal” means the proposal to be considered at the Special Meeting to consider and vote on a proposal to elect, effective at Closing, eleven directors to serve terms on our board of directors until the 2023 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified.

 

4

“Employee Stock Purchase Plan” means the Alvarium Tiedemann Holdings, Inc. 2022 Employee Stock Purchase Plan, a copy of which is attached to this proxy statement/prospectus as Annex J. For additional information, see “Proposal No. 7 – The Employee Stock Purchase Plan Proposal” section of this proxy statement/prospectus.

“Employee Stock Purchase Plan Proposal” means the proposal to approve and adopt the Employee Stock Purchase Plan.

“Equity Incentive Plan” means the Alvarium Tiedemann Holdings, Inc. 2022 Stock Incentive Plan, a copy of which is attached to this proxy statement/prospectus as Annex I. For additional information, see “Proposal No. 6 – The Equity Incentive Plan Proposal” section of this proxy statement/prospectus.

“Equity Incentive Plan Proposal” means the proposal to approve and adopt the Equity Incentive Plan.

“ESG” means environmental, social and governance.

“ETFs” means Exchange Traded Funds.

“EU” means European Union

“Excess Transaction Expenses” means all Transaction Expenses in excess of $50 million, other than (a) the Alvarium Reorganization Expenses in excess of the Alvarium Reorganization Expenses Cap, (b) the Public Market Readiness Expenses, and (c) the Additional Banking Fees.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing Articles” means the Amended and Restated Memorandum and Articles of Association of Cartesian, adopted by special resolution dated February 23, 2021 (attached to the proxy statement/prospectus which forms a part of this registration statement as Annex K).

“External Strategic Managers” means global alternative asset managers with whom we partner by making strategic investments in which we actively participate in seeking to leverage the collective resources and synergies of the businesses to facilitate their growth.

“FINRA” refers to the Financial Industry Regulatory Authority, Inc.

“FOS” means Family Office Service.

“Founder Shares” means the shares of Class B ordinary shares initially purchased by the Sponsor in a private placement prior to the IPO and the shares of Class A Common Stock that will be issued upon the automatic conversion of the Class B ordinary shares at the time of the Domestication.

“Fund Manager” means a third-party manager of Managed Funds.

“HNWI” means high net worth individual, being an individual having investable assets of US$1 million or more, excluding primary residence, collectibles, consumables, and consumer durables.

“Impact Investing” means investment practices seeking to generate various levels of financial performance together with the generation of positive measurable environmental and social impacts.

“Incurred Alvarium Expenses” means those Transaction Expenses that have been incurred and paid by Alvarium (or an Alvarium Subsidiary) as of the Reference Time.

“Incurred TIG Expenses” means those Transaction Expenses that have been incurred and paid by the TIG Entities as of the Reference Time.

 

 

5

“Incurred TWMH Expenses” means those Transaction Expenses that have been incurred and paid by TWMH (or a TWMH Subsidiary) as of the Reference Time.

“Indebtedness” means for any person and its Subsidiaries, on a consolidated basis, an amount equal to, without duplication, (a) indebtedness for borrowed money of such person and its Subsidiaries, including indebtedness evidenced by any note, bond, debenture, mortgage, letter of credit, performance bond or other debt instrument or debt security, (b) net obligations of such person and its Subsidiaries in respect of interest rate swaps, hedges or similar arrangements, including any swaps, hedges or similar arrangements related to foreign exchange (other than any such amounts that are accounted for (in accordance with applicable accounting standards) as working capital current liabilities), (c) obligations of such person and its Subsidiaries under capitalized leases, (d) any deferred purchase price liabilities such person and its Subsidiaries related to past acquisitions, whether or not represented by a note, earn-out or contingent purchase payment or otherwise (other than any such amounts that are accounted for (in accordance with applicable accounting standards) as working capital current liabilities) but excluding any such deferred purchase price liabilities of (i) Alvarium (or an Alvarium Subsidiary) in connection with the potential acquisitions set forth on Section 6.03(b)(A) and 6.03(b)(B) of the Alvarium Disclosure Schedule, (ii) TWMH, Tiedemann Constantia AG or another TWMH Subsidiary in connection with the potential acquisition set forth on Section 9.01(b)(vi) of the TWMH Disclosure Schedule, or (iii) TIG MGMT in connection with the potential acquisition set forth on Section 9.02(b)(vi) of the TIG Disclosure Schedule, (e) obligations of such person and its Subsidiaries under or in connection with off balance sheet financing arrangements, and (f) all amounts (including for the avoidance of doubt, the principal amounts, plus any related accrued and unpaid interest, fees and prepayment premiums or penalties) and obligations of the type referred to in the foregoing clauses of this definition of other persons for the payment of which such person is responsible or liable, as obligor, guarantor, surety or otherwise, including any guarantee of such obligations. For the avoidance of doubt, Indebtedness does not include any Indebtedness of any External Strategic Manager, nor does Indebtedness include any debt incurred in connection with any of the acquisitions set forth in clauses (d)(i), (ii) or (iii) above. Notwithstanding the foregoing, in the case of Alvarium (or any subsidiary of Alvarium), Indebtedness shall not include the liabilities incurred or assumed by Alvarium (or the applicable subsidiary of Alvarium) in connection with the acquisition by Amalfi Bidco Limited of Prestbury Investment Partners Limited dated July 11, 2022, which such liabilities are not expected to exceed an aggregate amount of GBP 50 million.

“Initial Private Placements” means a private placement or placements of Class A Common Stock pursuant to which certain investors, upon the terms and subject to the conditions set forth in the Subscription Agreements, will purchase 16,836,715 shares of Class A Common Stock for a purchase price of $9.80 per share, for an aggregate purchase price of $164,999,807.

“Investment Company Act” refers to the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

“IPO” means Cartesian’s initial public offering of its units, each consisting of one Class A ordinary share and one-third of one redeemable warrant, pursuant to its registration statements on Form S-1 declared effective by the SEC on February 23, 2021 (SEC File Nos. 333-252784 and 333-253428).

“IPO Letter Agreements” means the (a) letter agreement, dated as of February 23, 2021, by and between Cartesian and Sponsor and (b) letter agreement, dated as of February 23, 2021, by and between Cartesian and Cartesian’s officers and directors.

“Managed Funds” means mutual funds, ETFs, hedge funds, private equity, real estate or other funds.

“Minimum Cash Amount” means $75,000,000.

“Nasdaq” means The Nasdaq Capital Market.

“New Shareholder Equity Value” means the product of (a) the sum of (i) the number of Cartesian ordinary shares held by Cartesian Shareholders (excluding, for the avoidance of doubt, Cartesian ordinary shares that are subject to the Cartesian Share Redemption), (ii) the number of Cartesian ordinary shares held by Sponsor

 

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(excluding the number of shares of Class A Common Stock that will be held by Sponsor and subject to forfeiture pursuant Section 2 of the Sponsor Support Agreement) and after giving effect to any Cartesian ordinary shares forfeited by Sponsor pursuant to Section 3 of the Sponsor Support Agreement as a result of any Cartesian Share Redemption, and (iii) the number of shares of Class A Common Stock issued pursuant to the Subscription Agreements, multiplied by (b) $10.00 (adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Cartesian ordinary shares occurring on or after the date hereof and prior to the Closing).

“ordinary shares” means, when used with respect to Cartesian, the Class A ordinary shares and the Class B ordinary shares, collectively.

“Organizational Documents Proposal” means the proposal to be considered at the Special Meeting to approve and adopt the Proposed Charter and the Proposed Bylaws.

“Payment Spreadsheets” means, collectively, the Alvarium Payment Spreadsheet, the TWMH Payment Spreadsheet, and the TIG Entities Payment Spreadsheet.

“PIPE Investors” means the subscribers that agreed to purchase shares of Class A Common Stock at the Closing pursuant to the Private Placements, including, without limitation, as reflected in the Subscription Agreements.

“Private Placements” means, collectively, the Initial Private Placements and the Additional Private Placements.

“Private Placement Warrants” refers to the warrants acquired by our Sponsor for an aggregate purchase price of $8,900,000 in a private placement simultaneously with the closing of the IPO (including ordinary shares issuable upon conversion thereof).

“Proposed Bylaws” mean the proposed amended and restated bylaws of the Company to be in effect following the Business Combination, a form of which is attached hereto as Annex C.

“Proposed Charter” means the certificate of incorporation of the Company which, if approved, would take effect upon the Closing, a form of which is attached hereto as Annex B-1.

“Public Market Readiness Expenses” means all out-of-pocket fees, costs and expenses incurred by the Target Companies or on their behalf prior to the Closing Date in connection with or related to the Target Companies’ preparation to operate as a public company from and after the Closing Date, which shall include the fees, costs and expenses related to the following, including but not limited to: (a) the hiring of the chief financial officer of the Company who shall serve as the chief financial officer of the Company from and after the Closing Date (including recruitment fees, wages, bonuses and other associated personnel costs), (b) the hiring of certain employees in the Target Companies’ finance, human resources, legal, compliance, marketing, and technology departments, (c) finance enterprise resource planning system implementation and cybersecurity program implementation, (d) the engagement of a consulting firm in connection with the selection of certain independent directors to be appointed to the Board as of the Closing Date, (e) the engagement of a compensation consulting firm for employee and director compensation benchmarking and program design, (f) legal advisory services related to certain public company readiness requirements, and (g) the engagement of investor relations, public relations and marketing and other related communications service providers relating to public company readiness.

“Public Shareholders” means the holders of Class A ordinary shares that were sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

 

7

“Public Shares” means Cartesian’s Class A ordinary shares sold in the IPO (whether they were purchased in the IPO or thereafter in the open market).

“Public Warrants” refers to the warrants issued in the IPO, entitling the holder thereof to purchase one of Cartesian’s Class A ordinary shares at an exercise price of $11.50, subject to adjustment.

“Reallocation Earn-Out Shares” means 350,000 shares of Class A Common Stock, of which, for the avoidance of doubt, 175,000 shares are payable upon achievement of the First Level Earn-Out Target and 175,000 shares are issuable upon achievement of the Second Level Earn-Out Target, and which will reduce on a one for one basis the number of Umbrella Class B common units and shares of Class B Common Stock issuable under the TIG Entities Members Earn-Out Consideration and the TWMH Members Earn-Out Consideration (with the TIG Members Earn-Out Consideration and the TWMH Members Earn-Out Consideration being borne proportionately based on the relative share of the Aggregate Cash Consideration received by the TIG Members, on the one hand, and the TWMH Members on the other hand).

“Record Date” means                 , 2022, the date for determining the Cartesian shareholders entitled to receive notice of and to vote at the Special Meeting.

“Redemption Rights” refer to the rights of the Public Shareholders to demand redemption of their Public Shares for cash in accordance with the procedures set forth in the Existing Articles and this proxy statement/prospectus.

“Reference Time” means 11:59 p.m., Eastern Time on the Business Day immediately prior to the Closing Date.

“Relief” means any relief, loss, allowance, credit, debit, charge, expense, exemption, set off or any deduction in computing or eliminating Tax or profits, income or gains of any description or from any source for the purposes of Tax and any right to repayment of Tax.

“RIAs” means Registered Investment Advisers.

“SEC” means the United States Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“SHP” means Spencer House Partners LLP.

“Sponsor” means CGC Sponsor LLC, a Cayman Islands limited liability company.

“Subscription Agreements” means the Subscription Agreements, dated September 19, 2021, entered into between Cartesian and each of the PIPE Investors in connection with the Private Placements, substantially in the form attached hereto at Annex F.

“Target Companies” means collectively TWMH, TIG GP, TIG MGMT, and Alvarium.

“TIG” means, collectively, the TIG Entities and their subsidiaries and their predecessor entities where applicable.

“TIG Entities” means, collectively, TIG GP and TIG MGMT and their predecessor entities where applicable.

“TIG Entities Closing Cash Adjustment” means the difference of (a) $40,500,000 minus (b) the difference of (i) the Indebtedness of the TIG Entities and the TIG Subsidiaries as of the Reference Time plus the TIG

 

8

Excess Transaction Expenses (each expressed as a positive number) minus (ii) the sum of (x) Cash of the TIG Entities and the TIG Subsidiaries as of the Reference Time, plus (y) the Incurred TIG Expenses (expressed as a positive number) minus (iii) $2,074,148.60, being an amount equal to the value of the tax benefit of the Reliefs available to the TIG Entities; provided, that, the sum of (1) the value of component (ii) set out above, plus (2) the value of component (ii) set out in the Alvarium Closing Cash Adjustment plus (3) the value of component (ii) set out in the TWMH Closing Cash Adjustment shall not exceed an aggregate amount of $45,000,000.

“TIG Entities Equity Value” means the (a) TIG Entities Percentage multiplied by (b) the Companies Equity Value.

“TIG Entities Members Cash Consideration” means an amount equal to 70.2% of the Aggregate Cash Consideration.

“TIG Entities Members Earn-Out Consideration” means (a) a number of Umbrella Class B common units and shares of Class B Common Stock equal to the quotient of (i) 15% of the sum of (A) the TIG Entities Equity Value and (B) the TIG Entities Closing Cash Adjustment divided by (ii) $10.00, less their respective share of the Reallocation Earn-Out Shares, which shall be allocated to the TIG GP Members and the TIG MGMT Members pursuant to the TIG Entities Payment Spreadsheet and which shall be issued to the TIG GP Members and TIG MGMT Members subject to achievement of the applicable Earn-Out Target.

“TIG Entities Members Interests Consideration” means (a) a number of Umbrella Class B common units equal to the quotient of (i) the sum of (A) the difference of (x) the TIG Entities Equity Value minus (y) the TIG Entities Members Cash Consideration plus (B) the TIG Entities Closing Cash Adjustment divided by (ii) $10.00, plus (b) the TIG Warrants, which shall be deliverable to the TIG GP Members and the TIG MGMT Members and allocated as set forth in the TIG Entities Payment Spreadsheet.

“TIG Entities Members Voting Share Consideration” means a number of shares of Class B Common Stock equal to the number of Umbrella Class B common units issuable collectively to the TIG GP Members and the TIG MGMT Members and allocated as set forth in the TIG Entities Payment Spreadsheet.

“TIG Entities Payment Spreadsheet” means a spreadsheet that shall be prepared by the TIG Entities and Cartesian pursuant to Section 3.02 of the Business Combination Agreement setting forth: (a) the TIG Entities Members Interests Consideration, (b) the TIG Entities Members Voting Share Consideration, (c) the TIG Entities Members Cash Consideration, and (d) the TIG Entities Members Earn-Out Consideration, and which such spreadsheet shall include the breakdown and allocation of each of the foregoing, among, and payable to, the TIG GP Members and the TIG MGMT Members.

“TIG Entities Percentage” means 35.21%.

“TIG Excess Transaction Expenses” means an amount equal to the product of (a) Excess Transaction Expenses multiplied by (b) the quotient of (i) the Transaction Expenses incurred by the TIG Entities divided by (ii) the aggregate Transaction Expenses incurred by Alvarium, TWMH and the TIG Entities.

“TIG GP” means TIG Trinity GP, LLC, a Delaware limited liability company.

“TIG MGMT” means TIG Trinity Management, LLC, a Delaware limited liability company.

“TIG Warrants” means the applicable number of Private Placement Warrants to be issued to the equityholders of the TIG Entities at the Closing multiplied by 35.21%.

“Transaction Expenses” means all out-of-pocket fees, costs and expenses (including all fees, costs and expenses of outside counsel, accountants, investment bankers, due diligence providers, experts and consultants to

 

9

a party and its affiliates) incurred by a party or on its behalf in connection with or related to the authorization, preparation, review, negotiation, execution and performance of the Business Combination Agreement and the other Transaction Documents and consummation of the Transactions (including the Private Placements, the Domestication, the TWMH/TIG Entities Reorganization, the Alvarium Reorganization (including the Alvarium Reorganization Expenses not to exceed the Alvarium Reorganization Expenses Cap), the Alvarium Exchange, the Umbrella Merger, the Alvarium Contribution, and the Subsidiary Distributions), the Additional Banking Fees, the Public Market Readiness Expenses, the Proxy Statement and the Registration Statement, and the solicitation of shareholders’ approvals and the preparation of any required filings, notices or approvals under applicable Laws, including Antitrust Laws.

“Transaction Expenses Adjustment” means $2,100,000.

“Transfer Agent” means Continental Stock Transfer & Trust Company.

“Trapped Cash” means all Cash held by a Target Company or any of its subsidiaries which is incapable of being spent or distributed within 90 days without deduction, withholding or additional cost (other than customary banking or foreign exchange charges).

“Trust Account” refers to the Trust Account of Cartesian which holds the net proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay taxes.

“Trust Agreement” means the Investment Trust Management Agreement, dated as of February 23, 2021, by and between Cartesian and Trust Agent.

“TWMH” means, collectively, Tiedemann Wealth Management Holdings, LLC, a Delaware limited liability company, and its subsidiaries, and their predecessor entities where applicable.

“TWMH Closing Cash Adjustment” means the difference of (a) $11,000,000 minus (b) the difference of (i) the Indebtedness of TWMH and the TWMH Subsidiaries as of the Reference Time plus the TWMH Excess Transaction Expenses (each expressed as a positive number) minus (ii) the sum of (x) Cash of TWMH and the TWMH Subsidiaries as of the Reference Time, plus (y) the Incurred TWMH Expenses (expressed as a positive number) minus (iii) $1,066,092.52, being an amount equal to the value of the tax benefit of the Reliefs available to TWMH; provided, that, the sum of (1) the value of component (ii) set out above, plus (2) the value of component (ii) set out in the TIG Entities Closing Cash Adjustment plus (3) the value of component (ii) set out in the Alvarium Closing Cash Adjustment shall not exceed an aggregate amount of $45,000,000.

“TWMH Equity Value” means (a) the TWMH Percentage multiplied by (b) the Companies Equity Value.

“TWMH Excess Transaction Expenses” means an amount equal to the product of (a) Excess Transaction Expenses multiplied by (b) the quotient of (i) the Excess Transaction Expenses incurred by TWMH divided by (ii) the aggregate Excess Transaction Expenses incurred by Alvarium, TWMH and the TIG Entities.

“TWMH Members Cash Consideration” means an amount equal to 29.8% of the Aggregate Cash Consideration.

“TWMH Members Earn-Out Consideration” means (a) a number of Umbrella Class B common units and shares of Class B Common Stock equal to the quotient of (i) 15% of the sum of (A) TWMH Equity Value and (B) TWMH Closing Cash Adjustment divided by (ii) $10.00, less their respective share of the Reallocation Earn-Out Shares, which shall be allocated to the TWMH Members pursuant to the TWMH Payment Spreadsheet and which shall be issued to the TWMH Members subject to achievement of the applicable Earn-Out Target.

 

10

“TWMH Members Interests Consideration” means (a) a number of Umbrella Class B common units equal to the quotient of (i) the sum of (A) the difference of (x) the TWMH Equity Value minus (y) the TWMH Members Cash Consideration plus (B) the TWMH Closing Cash Adjustment divided by (ii) $10.00, plus (b) the TWMH Warrants, which shall be deliverable to the TWMH Members and allocated as set forth in the TWMH Payment Spreadsheet.

“TWMH Members Voting Share Consideration” means a number of shares of Class B Common Stock equal to the number of Umbrella Class B common units issuable to the TWMH Members and allocated as set forth in the TWMH Payment Spreadsheet.

“TWMH Payment Spreadsheet” means a spreadsheet that shall be prepared by TWMH and Cartesian pursuant to Section 3.02 of the Business Combination Agreement setting forth: (a) the TWMH Members Interests Consideration, (b) the TWMH Members Voting Share Consideration, (c) the TWHM Members Cash Consideration, and (d) the TWMH Members Earn-Out Consideration, and which such spreadsheet shall include the breakdown and allocation of each of the foregoing, among, and payable to, the TWMH Members.

“TWMH Percentage” means 33.85%.

“TWMH Warrants” means the applicable number of Private Placement Warrants to be issued to the equityholders of TWMH at the Closing multiplied by 33.85%.

“TWMH/TIG Entities Reorganization” means all actions necessary to implement a reorganization such that TWMH and the TIG Entities will be wholly owned direct or indirect 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

“UK GAAP” means applicable laws in the United Kingdom together with the financial reporting framework contained in Financial Reporting Standard 102, and all other applicable Financial Reporting Standards, Financial Reporting Council Abstracts and Statements of Recommended Practice issued by the Financial Reporting Council or any body recognized by it.

“Umbrella” means Alvarium Tiedemann Capital, LLC

“Umbrella LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of Umbrella to be entered into in connection with the Closing, as the same may be amended, modified, supplemented or waived from time to time in accordance with their terms.

“US GAAP” means United States generally accepted accounting principles, consistently applied.

PRESENTATION OF CERTAIN FINANCIAL INFORMATION

For financial presentation purposes, total assets under management and assets under advisement (“AUM / AUA”) of the Company consists of: (i) assets under management (“AUM”) and assets under advisement (“AUA”) of TWMH; (ii) AUM of TIG; and (iii) AUM and AUA of Alvarium.

AUM / AUA of TWMH includes billable and non-billable assets. Billable assets represent the portion of assets on which TWMH charges fees. Non-billable assets are exempt of fees. They consist of assets such as cash and cash equivalents, real estate, investment consulting assets and other designated assets.

AUA of Alvarium includes billable and non-billable assets. Billable assets represent the portion of assets on which Alvarium charges fees; these are assets in which Alvarium is acting in a fiduciary capacity as well as co-investment assets. For the purpose of calculating co-investment assets, Alvarium includes the gross asset

 

11

value of all assets managed or supervised by operating partner subsidiaries, affiliates and joint ventures in which Alvarium holds either a majority or minority stake. Non-billable assets are exempt of fees.

AUM of TIG includes the assets under management of the TIG Entities and their subsidiaries, and each of the External Strategic Managers in which the TIG Entities have made strategic investments. External Strategic Managers are those managers in which the TIG Entities have made an external investment, and the strategies of these managers include Real Estate Bridge Lending, European Long/Short Equity and Asian Credit. AUM of TIG as of, and for the fiscal year ended, December 31, 2019, include the TIG Entities’ minority interests in its European Long / Short Equity and Asian Credit External Strategic Managers. The acquisition of these investments closed on March 10, 2020, and December 31, 2020, respectively. Such amounts are included as we believe it provides a more accurate representation of the growth of the underlying business of TIG.

Unless otherwise defined, AUM refers to assets on which a business provides continuous and regular billable supervisory or management services. As noted, the AUM of TIG and the Company includes the AUM of TIG’s External Strategic Managers as we believe including such AUM presents a more accurate depiction of the respective businesses. However, the AUM of the External Strategic Managers should not be viewed as part of the AUM of TIG or of Alvarium Tiedemann for regulatory and/or statutory purposes under the U.S. Investment Advisers Act of 1940, as amended.

EBITDA, Adjusted EBITDA, Economic EBITDA and Economic Revenue as presented in this proxy statement/prospectus are supplemental measures of our performance that are not required by, or presented in accordance with, US GAAP or UK GAAP. None of EBITDA, Adjusted EBITDA, Economic EBITDA, Economic Revenue or any figure derived therefrom is a measurement of Cartesian’s or any of the Target Company’s financial performance under US GAAP or UK GAAP and should not be considered as an alternative to net income or any other performance measure presented in accordance with US GAAP or UK GAAP or as an alternative to cash flows from operating activities as a measure of liquidity. Because EBITDA, Adjusted EBITDA, Economic EBITDA and Economic Revenue are not measures determined in accordance with US GAAP or UK GAAP and are thus susceptible to varying calculations, EBITDA, Adjusted EBITDA, Economic EBITDA and Economic Revenue and any figure derived therefrom, as presented, may not be comparable to other similarly titled measures of other corporations.

TRADEMARKS

This document contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks and trade names referred to in this proxy statement/prospectus may appear without the ^® or ^™ symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

 

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

The statements contained in this proxy statement/prospectus that are not purely historical are forward-looking statements. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. The information included in this proxy statement/prospectus in relation to the Target Companies has been provided by the Target Companies and their respective management teams, and forward-looking statements include statements relating to the expectations of the Target Companies’ management team, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

 

•

Cartesian’s ability to complete the Business Combination, or, if we do not consummate the Business Combination, any other initial business combination;

 

•

the benefits of the Business Combination;

 

•

the future financial performance of the Company following the Business Combination;

 

•

expansion plans and opportunities; and

 

•

our potential ability to obtain financing to complete the Business Combination.

The forward-looking statements contained in this proxy statement/prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the items in the following list, which summarizes some of the principal risks relating to the Business Combination and Cartesian’s and the Target Companies’ businesses:

 

•

satisfaction of conditions to the Business Combination;

 

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

 

•

the ability to obtain and/or maintain the listing of our Class A Common Stock on Nasdaq following the Business Combination;

 

•

our ability to raise financing in the future;

 

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the Business Combination;

 

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination;

 

•

our public securities’ potential liquidity and trading;

 

•

the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance;

 

•

economic downturns and political and market conditions beyond the Target Companies’ control, including a reduction in consumer discretionary spending that could adversely affect the Target Companies’ business, financial condition, results of operations and prospects;

 

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•

the Target Companies’ projections, including for revenues, market share, expenses and profitability, are subject to significant risks, assumptions, estimates and uncertainties;

 

•

the requirements of being a public company, including compliance with the SEC’s requirements regarding internal controls over financial reporting, may strain the Company’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Business Combination may be greater than anticipated;

 

•

factors relating to the business, operations and financial performance of the Company following the Business Combination, including:

 

•

the effects of the COVID-19 pandemic;

 

•

changes in market and economic conditions;

 

•

our exposure to extensive government regulation, and our potential failure or inability to comply with these regulations;

 

•

additional risks and uncertainties related to expanding our business and entering into new lines of business;

 

•

increased scrutiny from our clients with respect to the societal and environmental impact of investments we make;

 

•

data and cybersecurity risks;

 

•

insufficiencies in the due diligence process that we undertake in connection with investments;

 

•

our dependence on leverage by certain funds, underlying investment funds and portfolio companies and related volatility;

 

•

defaults by third-party investors;

 

•

our failure to comply with investment guidelines of our clients;

 

•

failure or circumvention of our controls and procedures;

 

•

termination or non-renewal of our investment advisory contracts;

 

•

the loss of key management members, or an inability to hire key personnel; or

 

•

other factors detailed under the section entitled “Risk Factors” herein.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. Before a shareholder grants its proxy or instructs how its votes should be cast or vote on the proposals set forth in this proxy statement/prospectus, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement/prospectus may adversely affect Cartesian or the Target Companies.

 

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QUESTIONS AND ANSWERS ABOUT THE PROPOSALS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the Special Meeting, including the Business Combination. The following questions and answers do not include all the information that is important to our shareholders. We urge our shareholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

 

Q:	What is the Business Combination?

 

A:	Cartesian, Umbrella Merger Sub, TWMH, TIG GP, TIG MGMT, Alvarium and Umbrella have entered into the Business Combination Agreement, dated as of September 19, 2021, pursuant to which, among other things:

 

(a)

upon consummation of the transactions contemplated by the Business Combination Agreement, including the Domestication (as defined below), the businesses of the Target Companies will be held by Umbrella, a newly formed Delaware limited liability company for purposes of effecting the transactions contemplated by the Business Combination Agreement;

 

(b)

prior to the Closing, TWMH and the TIG Entities will take, or cause to be taken, the TWMH/TIG Entities Reorganization;

 

(c)

prior to the Closing, Alvarium will take, or cause to be taken, all actions necessary to implement the Alvarium Reorganization;

 

(d)

on the Business Day prior to the Closing Date, Cartesian will execute the Domestication, pursuant to which each Class A ordinary share outstanding will be converted into the right to receive one share of Class A Common Stock and Cartesian will be renamed “Alvarium Tiedemann Holdings, Inc.”;

 

(e)

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 through its strategic investments in External Strategic Managers, and (b) TIG GP will distribute to Umbrella all of the issued and outstanding shares or interests that it holds through its strategic investment in an External Strategic Manager;

 

(f)

at the Closing, each Alvarium Shareholder will exchange his, her or its (1) ordinary shares of Alvarium Topco and (2) Class A Shares of Alvarium Topco for shares of 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 Alvarium Tiedemann;

 

(g)

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 Alvarium Tiedemann;

 

(h)

pursuant to the Umbrella Merger, Alvarium Tiedemann will receive Class A Common Units of Umbrella representing 63% and 50% of the total Common Units of Umbrella under the No Redemptions and Maximum Redemptions scenarios, respectively, and will become the sole manager of Umbrella and the members of Umbrella will receive cash, Class B Common Units of Umbrella representing 37% and 50% of the total Common Units of Umbrella under the No Redemptions and Maximum Redemptions scenarios, respectively, and an equal number of shares of Class B Common Stock in Alvarium Tiedemann (which will have voting rights, but no economic rights); and

 

(i)

at the Closing, following the Alvarium Exchange and the Umbrella Merger, Alvarium Tiedemann and Umbrella will enter into the Alvarium Contribution Agreement, pursuant to which (1) Alvarium Tiedemann will contribute all of the issued and outstanding shares of Alvarium Topco that it holds to Umbrella, (2) upon the consummation of the Alvarium Contribution, Alvarium Topco will become a wholly-owned subsidiary of Umbrella, and (3) 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.

 

15

Cartesian will hold the Special Meeting to, among other things, obtain the approvals required for the Business Combination and the other transactions contemplated by the Business Combination Agreement and you are receiving this proxy statement/prospectus in connection with such meeting. See “Proposal No. 1.–The Business Combination Proposal —The Business Combination Agreement” beginning on page 135. In addition, a copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A-1.

 

Q:	Why am I receiving this proxy statement?

 

A:	Cartesian is sending this proxy prospectus to its shareholders to help them decide how to vote their shares of Cartesian ordinary shares with respect to the matters to be considered at the Special Meeting.

The Business Combination cannot be completed unless Cartesian’s shareholders approve the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal set forth in this proxy statement/prospectus for their approval. Information about the Special Meeting, the Business Combination and the other business to be considered by shareholders at the Special Meeting is contained in this proxy statement/prospectus.

This document constitutes a proxy statement of Cartesian and a prospectus of Cartesian. It is a proxy statement because Cartesian’s Board is soliciting proxies using this proxy statement/prospectus from its shareholders. It is a prospectus because Cartesian, in connection with the Business Combination, is offering shares of Class A Common Stock in exchange for its outstanding Class A ordinary shares. See “Proposal No. 1.–The Business Combination Proposal—The Business Combination Agreement—Consideration to be Received in the Business Combination”.

YOUR VOTE IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

 

Q:	Why is Cartesian proposing the Business Combination?

 

A:

Cartesian was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase or reorganization or engaging in any other similar business combination with one or more businesses or entities. See “Summary of the Proxy Statement/Prospectus —Interests of Certain Persons in the Business Combination.”

 

Q:	What equity stake will our current shareholders, the Sponsor, the PIPE Investors, the shareholders of Alvarium, the members of TWMH and the members of the TIG Entities hold in Alvarium Tiedemann immediately after consummation of the Business Combination?

 

A:

The following table illustrates varying beneficial ownership levels in the Company, as well as possible sources and extents of dilution for non-redeeming Public Shareholders, assuming no redemptions by Public Shareholders, 25% redemption by Public Shareholders, 50% redemption by Public Shareholders, 75% redemption by Public Shareholders and the maximum redemptions by Public Shareholders, not taking into

 

16

account any effects of the TWMH Closing Cash Adjustment, the TIG Entities Closing Cash Adjustment or the Alvarium Closing Cash Adjustment:

 

		No Redemptions(1)				%				25% Redemption(2)				%				50% Redemption(3)				%				75% Redemption(4)				%				Maximum Redemption(5)				%
Alvarium Tiedemann Shareholders			34,500,000				23.7	%			25,875,000				19.0	%			17,250,000				13.5	%			8,625,000				7.3	%			—				0.0	%
Existing Alvarium Rollover Shareholders			31,898,703				22.0	%			31,898,703				23.4	%			31,898,703				25.0	%			32,099,644				26.9	%			32,474,371				29.4	%
PIPE Investors			16,936,735				11.7	%			16,936,735				12.4	%			16,936,735				13.3	%			16,936,735				14.2	%			16,936,735				15.3	%
Sponsor and Independent Directors(6)(7)(8)			7,342,500				5.1	%			7,342,500				5.4	%			7,342,500				5.7	%			6,692,989				5.6	%			5,481,739				5.0	%
Existing TWMH and TIG Rollover Shareholders(9)			54,346,674				37.5	%			54,346,674				39.8	%			54,346,674				42.5	%			54,795,244				46.0	%			55,631,767				50.3	%
Total			145,024,612				100.0	%			136,399,612				100.0	%			127,774,612				100.0	%			119,149,612				100.0	%			110,524,612				100.0	%
Potential sources of dilution:
Public Warrants			11,500,000				34.1	%			11,500,000				34.1	%			11,500,000				34.1	%			11,500,000				34.1	%			11,500,000				34.2	%
Private Warrants			8,900,000				26.4	%			8,900,000				26.4	%			8,900,000				26.4	%			8,900,000				26.4	%			8,900,000				26.4	%
Earn-Out Securities			13,304,307				39.5	%			13,304,307				39.5	%			13,304,307				39.5	%			13,287,114				39.5	%			13,255,051				39.4	%
Total Sources of Dilution			33,704,307				100.0	%			33,704,307				100.0	%			33,704,307				100.0	%			33,687,114				100.0	%			33,655,051				100.0	%

 

(1)	Assumes that no Public Shares are redeemed, no Sponsor shares are forfeited, and potential dilution from the Private Warrants are excluded.

(2)	Assumes that 8,625,000 Public Shares are redeemed, no Sponsor shares are forfeited, and potential dilution from the Private Warrants are excluded.

(3)	Assumes that 17,250,000 Public Shares are redeemed, no Sponsor shares are forfeited, and potential dilution from the Private Warrants are excluded.

(4)	Assumes that 25,875,000 Public Shares are redeemed, 764,130 Sponsor shares are forfeited, and potential dilution from the Private Warrants are excluded.

(5)	Assumes that all 34,500,000 Public Shares are redeemed, 2,189,130 Sponsor shares are forfeited, and potential dilution from the Private Warrants are excluded.

(6)

The No Redemption, 25% Redemption, and 50% Redemption scenarios exclude 1,282,500 shares of Class A Common Stock which will be held by Sponsor and subject to potential forfeiture based on a five year-post-closing earnout, with (i) 50% of such shares being no longer subject to forfeiture if the VWAP of the shares equals or exceeds $12.50 and (ii) the remaining 50% of such shares no longer subject to forfeiture if the VWAP of the shares equals or exceeds $15.00.

(7)

The 75% Redemption Scenario excludes 1,167,880 shares of Class A Common Stock which will be held by Sponsor and subject to potential forfeiture based on a five year-post-closing earnout, with (i) 50% of such shares being no longer subject to forfeiture if the VWAP of the shares equals or exceeds $12.50 and (ii) the remaining 50% of such shares no longer subject to forfeiture if the VWAP of the shares equals or exceeds $15.00, as well as 764,130 shares of Class A Common Stock held by the Sponsor and subject to forfeiture based on such level of redemptions.

(8)

The Maximum Redemption Scenario excludes 954,130 shares of Class A Common Stock which will be held by Sponsor and subject to potential forfeiture based on a five year-post-closing earnout, with (i) 50% of such shares being no longer subject to forfeiture if the VWAP of the shares equals or exceeds $12.50 and (ii) the remaining 50% of such shares no longer subject to forfeiture if the VWAP of the shares equals or exceeds $15.00, as well as 2,189,130 shares of Class A Common Stock held by the Sponsor and subject to forfeiture based on such level of redemptions.

(9)	Reflects vote-only Class B Common Stock issued to equityholders of the TIG Entities and TWMH in connection with the Business Combination. Each share of Class B Common Stock, together with its

 

17

corresponding Umbrella Class B common unit (together, a “Paired Interest”), is exchangeable for an amount of shares of Class A Common Stock equal to the product of the number of Paired Interests exchanged multiplied by the applicable exchange rate. As of the Closing of the Business Combination, the applicable exchange rate shall be one, subject to adjustment for any subdivision (by any stock or unit split, stock or unit dividend or distribution, reclassification, reorganization, recapitalization or otherwise) or combination (by reverse stock or unit split, reclassification, reorganization, recapitalization or otherwise).

 

Q:	What will the shareholders of Alvarium and the members of TWMH and the TIG Entities receive in the Business Combination?

 

A:

Pursuant to the Business Combination Agreement, the aggregate value of the consideration to be paid to the shareholders of Alvarium, the members of the TIG Entities and the members of TWMH pursuant to the transactions contemplated by the Business Combination Agreement is the Companies Enterprise Value, subject to adjustments as described below (as adjusted, the “Companies Equity Value”), distributed as follows:

 

(a)

30.94% of the Companies Equity Value will be paid to the existing shareholders of Alvarium, consisting of (i) shares of Class A Common Stock at a price of $10.00 per share (subject to adjustment as described below, the “Alvarium Shareholders Share Consideration”) plus (ii) the Alvarium Warrants;

 

(b)

35.21% of the Companies Equity Value will be paid to the members of the TIG Entities, consisting of (i) cash consideration in the amount equal to 70.2% of the Aggregate Cash Consideration (the “TIG Entities Members Cash Consideration”), and the remainder in (ii) Umbrella Class B common units (subject to adjustment as described below, the “TIG Entities Members Interests Consideration”) and a number of vote-only shares of Class B Common Stock equal to the number of Umbrella Class B common units issuable collectively to the members of the TIG Entities (the “TIG Entities Members Voting Share Consideration”) plus (iii) the TIG Warrants; and

 

(c)

33.85% of the Companies Equity Value will be paid to the members of TWMH consisting of (i) cash consideration in the amount equal to 29.8% of the Aggregate Cash Consideration (the “TWMH Members Cash Consideration”), and the remainder in (ii) Umbrella Class B common units (subject to adjustment as described below, the “TWMH Members Interests Consideration”) and a number of vote-only shares of Class B Common Stock equal to the number of Umbrella Class B common units issuable collectively to the members of TWMH (the “TWMH Members Voting Share Consideration”) plus (iii) the TWMH Warrants.

The Companies Equity Value is subject to (i) an upward adjustment equal to the Cash of the Target Companies and their subsidiaries as of the Reference Time, (ii) a downward adjustment equal to the Indebtedness of the Target Companies and their subsidiaries as of the Reference Time, (iii) an upward adjustment equal to the Available Cash, (iv) an upward adjustment equal to the amount of any Additional Banking Fees, (v) an upward adjustment equal to the amount of the Alvarium Reorganization Expenses not to exceed $750,000, (vi) an upward adjustment equal to the Public Market Readiness Expenses not to exceed an aggregate amount of $7,400,000, (vii) an upward adjustment equal to $2,100,000, and (viii) a downward adjustment equal to the New Shareholder Equity Value.

The Aggregate Cash Consideration is equal to $100,000,000; provided, that if Available Cash equals an amount less than $100,000,000, then the Aggregate Cash Consideration shall be an amount equal to the Available Cash.

The Alvarium Shareholders Share Consideration deliverable at Closing is subject to an upward adjustment equal to the difference of (a) $10,000,000 minus (b) the difference of (i) (A) the Indebtedness of Alvarium and the Alvarium Subsidiaries as of the Reference Time plus (B) the Alvarium Excess Transaction Expenses plus (C) the amount, if any, by which the Alvarium Reorganization Expenses exceed the Alvarium Reorganization Expenses Cap (each expressed as a positive number) minus (ii) the sum of (x) the Cash of Alvarium and the Alvarium Subsidiaries as of the Reference Time and (y) the Incurred Alvarium Expenses (expressed as a positive

 

18

number); minus (iii) $3,713,580, being an amount equal to the value of the tax benefit of the Reliefs available to Alvarium; provided, that, the sum of (1) the value of component (ii) set out above, plus (2) the value of component (ii) set out in the TIG Entities Closing Cash Adjustment plus (3) the value of component (ii) set out in the TWMH Closing Cash Adjustment shall not exceed an aggregate amount of $45,000,000.

The TIG Entities Members Interests Consideration deliverable at Closing is subject to an upward adjustment equal to the difference of (a) $40,500,000 minus (b) the difference of (i) the Indebtedness of the TIG Entities and the TIG Subsidiaries as of the Reference Time plus the TIG Excess Transaction Expenses (each expressed as a positive number) minus (ii) the sum of (x) Cash of the TIG Entities and the TIG Subsidiaries as of the Reference Time, plus (y) the Incurred TIG Expenses (expressed as a positive number) minus (iii) $2,074,148.60, being an amount equal to the value of the tax benefit of the Reliefs available to the TIG Entities; provided, that, the sum of (1) the value of component (ii) set out above, plus (2) the value of component (ii) set out in the Alvarium Closing Cash Adjustment plus (3) the value of component (ii) set out in the TWMH Closing Cash Adjustment shall not exceed an aggregate amount of $45,000,000.

The TWMH Members Interests Consideration deliverable at Closing is subject to an upward adjustment equal to the difference of (a) $11,000,000 minus (b) the difference of (i) the Indebtedness of TWMH and the TWMH Subsidiaries as of the Reference Time plus the TWMH Excess Transaction Expenses (each expressed as a positive number) minus (ii) the sum of (x) Cash of TWMH and the TWMH Subsidiaries as of the Reference Time, plus (y) the Incurred TWMH Expenses (expressed as a positive number) minus (iii) $1,066,092.52, being an amount equal to the value of the tax benefit of the Reliefs available to TWMH; provided, that, the sum of (1) the value of component (ii) set out above, plus (2) the value of component (ii) set out in the TIG Entities Closing Cash Adjustment plus (3) the value of component (ii) set out in the Alvarium Closing Cash Adjustment shall not exceed an aggregate amount of $45,000,000.

In addition to the consideration described above, the members of the TIG Entities and the members of TWMH will have the right to receive certain payments under the Tax Receivable Agreement (the “Tax Receivable Agreement”).

In addition to the consideration described above, (i) the shareholders of Alvarium shall, subject to the achievement of applicable targets, be issued additional shares of Class A Common Stock, and (ii) the members of the TIG Entities and the members of TWMH shall, subject to the achievement of applicable targets, be issued additional shares of Class B Common Stock and Umbrella Class B common units.

At Closing, in addition to the consideration to be received in connection with the Alvarium Exchange, the Company shall issue 2,100,000 shares of Class A Common Stock of the Alvarium Shareholders Earn-Out Consideration to the Alvarium Shareholders in accordance with, and pursuant to, the Alvarium Payment Spreadsheet. Following the Closing, in addition to the consideration to be received in connection with the Alvarium Exchange and the consideration described in the first sentence of this paragraph, 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 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, the Company will issue 50% of the excess of the Alvarium Shareholders Earn-Out Consideration over 2,100,000 shares of Class A Common Stock to the Alvarium Shareholders in accordance with, and pursuant to, the Alvarium Payment Spreadsheet and (ii) the VWAP of the shares of 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 Earn-Out Target, the Company will issue 50% of the excess of the Alvarium Shareholders Earn-Out Consideration over 2,100,000 shares of Class A Common Stock to the Alvarium Shareholders in accordance with, and pursuant to, the Alvarium Payment Spreadsheet.

 

19

Following the Closing, in addition to the consideration to be received in connection with the Umbrella Merger, if, at any time during the Earn-Out Period, (i) the First Level Earn-Out Target is achieved, then within ten Business Days following the achievement of the First Level Earn-Out Target, the Company will issue, and will cause Umbrella to issue, 50% of the TWMH Members Earn-Out Consideration to the TWMH Members in accordance with, and pursuant to, the TWMH Payment Spreadsheet and (ii) the Second Level Earn-Out Target is achieved, then within ten Business Days following the achievement of the Second Level Earn-Out Target, Cartesian will issue, and will cause Umbrella to issue, 50% of the TWMH Members Earn-Out Consideration to the TWMH Members in accordance with, and pursuant to, the TWMH Payment Spreadsheet.

Following the Closing, in addition to the consideration to be received in connection with the Umbrella Merger, if, at any time during the Earn-Out Period, (i) the First Level Earn-Out Target is achieved, then within ten Business Days following the achievement of the First Level Earn-Out Target, the Company will issue, and will cause Umbrella to issue, 50% of the TIG Entities Members Earn-Out Consideration to the TIG GP Members and the TIG MGMT Members in accordance with, and pursuant to, the TIG Entities Payment Spreadsheet and (ii) the Second Level Earn-Out Target is achieved, then within ten Business Days following the achievement of the Second Level Earn-Out Target, the Company will issue, and will cause Umbrella to issue, 50% of the TIG Entities Members Earn-Out Consideration to the TIG GP Members and the TIG MGMT Members in accordance with, and pursuant to, the TIG Entities Payment Spreadsheet. For more information on the consideration the shareholders of Alvarium and the members of TWMH and the TIG Entities will receive in connection with the Business Combination, see “Proposal No. 1.–The Business Combination Proposal – The Business Combination Agreement – Consideration to be Received in the Business Combination.”

 

Q:	Have the Target Companies ever operated as a combined business?

 

A:

While Michael Tiedemann currently serves as chief executive officer of both Tiedemann Advisors (a subsidiary of TWMH) and TIG Advisors (a subsidiary of the TIG Entities) and is an indirect equity owner of each entity through his ownership in TWMH and the TIG Entities, none of TWMH, the TIG Entities, Alvarium or Cartesian have been managed on a combined basis with each other and have each historically operated independently. The future success of the Business Combination, including its anticipated benefits, depends, in part, on our ability to optimize our combined operations, which will be a complex, costly and time-consuming process. If we experience difficulties in this process, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, which could have an adverse effect on us for an undetermined period. There can be no assurances that we will realize the potential operating efficiencies, synergies and other benefits currently anticipated from the Business Combination.

The integration of the Target Companies may present material challenges, including, without limitation:

 

•

combining the leadership teams and corporate cultures of TWMH, the TIG Entities and Alvarium;

 

•

the diversion of management’s attention from ongoing business concerns and performance shortfalls at one or more of the businesses as a result of the devotion of management’s attention to the Business Combination or integration of the businesses;

 

•

managing a larger combined business;

 

•

maintaining employee morale and retaining key management and other employees at the combined company, including by offering sufficiently attractive terms of employment;

 

•

retaining existing business and operational relationships, and attracting new business and operational relationships;

 

•

the possibility of faulty assumptions underlying expectations regarding the integration process;

 

•

consolidating corporate and administrative infrastructures and eliminating duplicative operations;

 

•

managing expense loads and maintaining currently anticipated operating margins given that the Target Companies are different in nature and therefore may require additional personnel and compensation expenses, which expenses may be borne by us, rather than our funds; and

 

•

unanticipated issues in integrating information technology, communications and other systems.

 

20

Some of those factors are outside of our control, and any one of them could result in delays, increased costs, decreases in the amount of potential revenues or synergies, potential cost savings, and diversion of management’s time and energy, which could materially affect our financial position, results of operations, and cash flows.

 

Q:	When will the Business Combination be completed?

 

A:

It is currently anticipated that the Business Combination will be consummated as soon as practicable following the Special Meeting, which is set for                 , 2022; however, (i) such meeting could be adjourned if the Adjournment Proposal is adopted by our shareholders at the Special Meeting and we elect to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, any of the Condition Precedent Proposals has not been approved, and (ii) the Closing will not occur until all conditions set forth in the Business Combination Agreement are satisfied or waived. For a description of the conditions to the completion of the Business Combination, see “Proposal No. 1 – The Business Combination Proposal — The Business Combination Agreement — Conditions to the Closing of the Business Combination.”

 

Q:	What happens if the Business Combination is not completed?

 

A:

If Cartesian does not complete the Business Combination for any reason, Cartesian would search for another target business with which to complete a business combination. If Cartesian does not complete the Business Combination or a business combination with another target business by February 26, 2023, Cartesian must redeem 100% of the outstanding Class A ordinary shares, at a per-share price, payable in cash, equal to the amount then held in the Trust Account (less income taxes paid or payable, if any, and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding Class A ordinary shares. The Sponsor has no Redemption Rights in the event a business combination is not effected in the required time period and, accordingly, its Founder Shares will be worthless. Additionally, in the event of such liquidation, there will be no distribution with respect to Cartesian’s outstanding warrants. Accordingly, such warrants will expire worthless. In addition, the underwriters of the IPO, including Cantor, agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event we do not complete our initial business combination within the required time period.

 

Q:	Will Cartesian obtain new financing in connection with the Business Combination?

 

A:

Yes. In connection with the execution of the Business Combination Agreement, Cartesian and certain investors entered into Subscription Agreements pursuant to which such investors have agreed to purchase as of immediately prior to the Closing an aggregate of 16,836,715 shares of Class A Common Stock for a purchase price of $9.80 per share, for an aggregate purchase price of $164,999,807 (together, the “Private Placements”). The obligations of each party to consummate the Private Placements are conditioned upon, among other things, customary closing conditions and the consummation of the transactions contemplated by the Business Combination Agreement.

 

Q:	What interests do our initial shareholders, current officers, directors and advisors, and the Target Companies’ current owners have in the Business Combination?

 

A:

In considering the recommendation of our Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and our directors and officers and the Target Companies’ current owners have interests in the Business Combination that are different from, or in addition to, those of our other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

 

•

the fact that our Sponsor has waived its right to redeem any of the Founder Shares and Public Shares in connection with a shareholder vote to approve a proposed initial business combination;

 

•

the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares (or approximately $0.03 per Founder Share), which will convert into 8,625,000 shares of Class A Common Stock (assuming no Founder Shares are forfeited by the Sponsor in connection with the Sponsor’s earn-out-based and

 

21

redemption-based forfeiture obligations, in each case, contained in the Sponsor Support Agreement) in accordance with the terms of the Existing Articles and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $85,128,750 on the closing price of $9.87 per Public Share on Nasdaq on August 5, 2022, which Founder Shares would become worthless if we do not complete an initial business combination by February 26, 2023. As a result of the nominal price paid for the Founder Shares, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return following the consummation of the Business Combination;

 

•

the beneficial ownership by each of Messrs. Sese, Grabowski and Karp, each an independent director of Cartesian, of 25,000 Founder Shares transferred to each such director by the Sponsor, which shares with an estimated value of approximately $246,750 per individual based on the closing price of $9.87 per Public Share on Nasdaq on August 5, 2022, would become worthless if Cartesian does not complete an initial business combination by February 26, 2023, as our directors have waived any right to redemption with respect to these shares;

 

•

the fact that our Sponsor has agreed to waive, pursuant to an IPO Letter Agreement and for no further consideration, its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if we fail to complete an initial business combination by February 26, 2023;

 

•

the fact that our Sponsor paid $8,900,000 for 8,900,000 Private Placement Warrants (or $1.00 per Private Placement Warrant), each of which will be transferred to the equityholders of the Target Companies in connection with the Business Combination and is exercisable commencing on the later of 12 months from the closing of the IPO and 30 days following the Closing for one Class A ordinary share at $11.50 per share; if we do not consummate an initial business combination by February 26, 2023, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the Public Shareholders and the warrants held by our Sponsor will be worthless; the warrants held by our Sponsor had an aggregate market value of approximately $4,005,000 based upon the closing price of $0.45 per warrant on Nasdaq on August 5, 2022;

 

•

if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per Public Share; or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

 

•

the members of the Board are entitled to reimbursement for all out-of-pocket expenses incurred by them on Cartesian’s behalf incident to identifying, investigating and consummating a business combination, but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated; no such out-of-pocket expenses have been incurred to date and any such out-of-pocket expenses are not expected to exceed $10,000;

 

•

the Sponsor and Cartesian’s officers, directors or their affiliates have made, and may make additional, working capital loans prior to the Closing of the Business Combination, up to $1,500,000 of which are convertible into Private Placement Warrants at a price of $1.00 per warrant at the option of the lender, which may not be repaid if the Business Combination is not completed; the 1,500,000 Private Placement Warrants would have an aggregate market value of approximately $675,000 based on the last sale price of $0.45 of our Public Warrants on Nasdaq on August 5, 2022. As of August 8, 2022, our Sponsor has loaned to us $500,000 for working capital purposes; and

 

22

•

Peter Yu, a current director of Cartesian, is expected to be a director of Alvarium Tiedemann after the consummation of the Business Combination. As such, in the future he will receive any cash fees, stock options, stock awards or other remuneration that the Board determines to pay him and any applicable compensation as described under section “Executive Compensation”.

Please also see the sections “Certain Relationships and Related Person Transactions,” “Executive Compensation” and “Beneficial Ownership of Securities” for more information on the interests and relationships of our Sponsor, current officers and directors, and the Target Companies’ current owners.

 

Q:	What interests may the Sponsor have in completing Business Combination, even if the Business Combination causes the trading price of the Company’s common stock to materially decline?

 

A:

The Sponsor invested an aggregate of $8,925,000 in us, comprised of the $25,000 purchase price for the Founder Shares and the $8,900,000 purchase price for the Private Placement Warrants. The amount held in our trust account was $345,171,114 as of March 31, 2022, implying a value of $10.00 per Public Share.

The following table shows the Public Shareholders’ and our initial shareholders’ (including the Sponsor’s) investment per share and how these compare to the implied value of one share of common stock upon the completion of the Business Combination. The following table assumes that (i) our valuation is $345,171,114 (which is the amount we held in our trust account as of March 31, 2022), (ii) no additional interest is earned on the funds held in the trust account, (iii) no Public Shares are redeemed in connection with the Business Combination and (iv) all Founder Shares are held by the Sponsor and independent directors upon completion of the Business Combination, and does not take into account other potential impacts on our valuation at the time of the Business Combination such as (a) the trading price of our common stock, (b) the transaction costs incurred in connection with the Business Combination (including payment of $12,075,000 of deferred underwriting commissions), (c) any equity issued or cash paid to the equityholders of the Target Companies, (d) any equity issued to other third party investors, (e) the transfer of any Private Placement Warrants from the Sponsor to the equityholders of the Target Companies, (f) the exercise of any options under the Option Agreements, (g) the issuance of any portion of the Aggregate Earn-Out Consideration, (h) the forfeiture by the Sponsor of 2,850,000 Founder Shares pursuant to the Sponsor Support Agreement, or (i) the Target Companies’ businesses themselves.

 

Public Shares held by Public Shareholders			34,500,000 shares
Founder Shares held by the Sponsor and independent directors			8,625,000 shares
Total shares of Common Stock			43,125,000 shares
Total funds in trust at the initial business combination		$	345,171,114
Public Shareholders’ investment per Public Share(1)		$	10.00
The Sponsor’s investment per Founder Share(2)		$	0.003
Implied value per share of Class A Common Stock upon the initial business combination		$	8.00

 

(1)	While the Public Shareholders’ investment is in both the Public Shares and the Public Warrants, for purposes of this table the full investment amount is ascribed to the Public Shares only.

(2)	The Sponsor’s total investment in the equity of the company, inclusive of the Founder Shares and the Sponsor’s $8,900,000 investment in the Private Placement Warrants, is $8,925,000. For purposes of this table, the full investment amount is ascribed to the Founder Shares only.

Based on these assumptions, each share of common stock would have an implied value of $8.00 per share upon completion of the Business Combination, representing a 20% decrease from the initial implied value of $10.00 per Public Share. While the implied value of $8.00 per share upon completion of the Business Combination would represent a dilution to our Public Shareholders, this would represent a significant increase in value for the Sponsor relative to the price it paid for each Founder Share. At $8.00 per share, the 8,625,000 shares of common stock that the Sponsor and our independent directors holding Founder Shares would own upon

 

23

completion of the Business Combination would have an aggregate implied value of $69,000,000. As a result, even if the trading price of the common stock significantly declines following the consummation of the Business Combination, the value of the Founder Shares held by the Sponsor and independent directors will be significantly greater than the amount the Sponsor paid to purchase such shares. In addition, the Sponsor could potentially recoup its entire investment, inclusive of its investment in the Private Placement Warrants, even if the trading price of the common stock after the initial business combination is as low as $1.03 per share. As a result, the Sponsor and independent directors holding Founder Shares are likely to earn a substantial profit on their investment in us upon disposition of shares of common stock even if the trading price of common stock declines after we complete the Business Combination. The Sponsor and independent directors holding Founder Shares may therefore be economically incentivized to complete on the Business Combination, even if its terms are not in the best interests of the Public Shareholders, rather than liquidating Cartesian. This dilution would increase to the extent that Public Shareholders seek redemptions from the trust account for their Public Shares. See “Risk Factors — Risks Related to the Business Combination — The nominal purchase price paid by the Sponsor for the Founder Shares may significantly dilute the implied value of the Public Shares upon completion of the Business Combination. In addition, upon completion of the Business Combination, the value of the Sponsor’s Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares, even if the Business Combination causes the trading price of the Company’s common stock to materially decline.”

 

Q:	What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

 

A:

Upon the completion of the IPO, a total of $345,000,000 was placed in a Trust Account maintained by Continental Stock Transfer & Trust Company, acting as trustee. As of March 31, 2022, there were investments and cash held in the Trust Account of approximately $345,171,114. These funds will not be released until the earlier of the completion of our initial business combination and the redemption of our Public Shares if we are unable to complete an initial business combination by February 26, 2023, although we may withdraw the interest earned on the funds held in the Trust Account to pay taxes.

 

Q:	What happens if a substantial number of the Public Shareholders vote in favor of the Business Combination proposal and exercise their Redemption Rights?

 

A:

Cartesian’s Public Shareholders may vote in favor of the Business Combination and exercise their Redemption Rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Shareholders are reduced as a result of redemptions by Public Shareholders. However, the consummation of the Business Combination is conditioned upon, among other things, approval by Cartesian’s shareholders of the Business Combination Agreement and the Business Combination. In addition, with fewer Public Shares and Public Shareholders, the trading market for Class A ordinary shares may be less liquid than the market for Class A ordinary shares was prior to consummation of the Business Combination and the Company may not be able to meet the listing standards for Nasdaq or another national securities exchange. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into the Company’s business will be reduced.

 

Q:	What conditions must be satisfied to complete the Business Combination?

 

A:

Even if the Business Combination Agreement is approved by the shareholders of Cartesian, specified conditions must be satisfied or waived before the parties to the Business Combination Agreement are obligated to complete the Business Combination. For a list of the material closing conditions contained in the Business Combination Agreement, see the section entitled “Proposal No. 1. — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing of the Business Combination Agreement.”

 

24

Q:	What proposals are shareholders being asked to vote upon?

 

A:	Cartesian shareholders are being asked to vote on the following Shareholder Proposals:

 

1.

the Business Combination Proposal;

 

2.

the Domestication Proposal;

 

3.

the Organizational Documents Proposal;

 

4.

the Advisory Charter Proposals;

 

5.

the Stock Issuance Proposal;

 

6.

the Equity Incentive Plan Proposal;

 

7.

the Employee Stock Purchase Plan Proposal;

 

8.

the Election of Directors Proposal; and

 

9.

the Adjournment Proposal.

The Business Combination is conditioned upon the approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Stock Issuance Proposal, the Equity Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal, subject to the terms of the Business Combination Agreement. The Business Combination is not conditioned on the Advisory Charter Proposals or the Adjournment Proposal. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal) will not be presented to the shareholders for a vote.

Cartesian will hold the Special Meeting of our shareholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the Special Meeting. Shareholders should read it carefully.

After careful consideration, the Board has unanimously approved the Business Combination Agreement and the transactions contemplated thereby and determined that each of the Business Combination Proposal, the Domestication Proposal, Organizational Documents Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Election of Directors Proposal and the Adjournment Proposal is in the best interests of Cartesian and its shareholders and unanimously recommends that you vote “FOR” or give instruction to vote “FOR” each of these proposals.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of the Company and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Summary of the Proxy Statement/Prospectus —Interests of Certain Persons in the Business Combination,” “Executive Compensation” and “Beneficial Ownership of Securities” in the accompanying proxy statement for a further discussion.

THE VOTE OF SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS.

 

Q:	Do I have Redemption Rights?

 

A:

If you are a holder of Public Shares, you have the right to request that Cartesian redeem all or a portion of your Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of such Public Shareholder’s Public Shares even if they vote for the Business Combination Proposal. We sometimes refer to these rights to elect to redeem all or a portion of the Public Shares into a pro rata portion of the cash held

 

25

in the Trust Account as “Redemption Rights.” If you wish to exercise your Redemption Rights, please see the answer to the next question, “How do I exercise my Redemption Rights?”

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

Our initial shareholders entered into a letter agreement pursuant to which they have agreed to waive, for no additional consideration, their Redemption Rights with respect to their Founder Shares and Public Shares in connection with the completion of a business combination.

The consummation of the Business Combination is conditioned upon, among other things, approval by Cartesian’s shareholders of the Business Combination Agreement and the Business Combination. Unless waived, if any of these conditions are not satisfied, the Business Combination may not be consummated. Furthermore, in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. See “Proposal No. 1.–The Business Combination Proposal — The Business Combination Agreement.”

 

Q:	How do I exercise my Redemption Rights?

 

A:	If you are a holder of Public Shares and wish to exercise your right to redeem your Public Shares, you must:

 

(a)

hold Public Shares or hold Public Shares through units and elect to separate your units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares; and

 

(b)

prior to 5:00 p.m., Eastern Time, on                , 2022 (two business days prior to the vote at the Special Meeting) (a) submit a written request to the Transfer Agent that the Company redeem your Public Shares for cash and (b) deliver your Public Shares to the Transfer Agent, physically or electronically through DTC.

The address of the Transfer Agent is listed under the question “Who can help answer my questions?” below.

Holders of units must elect to separate the underlying Public Shares and Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. If holders hold their units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Public Warrants, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so.

Any holder of Public Shares will be entitled to request that their Public Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. As of March 31, 2022, this would have amounted to approximately $10.00 per Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of our Public Shareholders, regardless of whether such Public Shareholders vote for or against the Business Combination Proposal. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal other than the Business Combination Proposal will have no impact on the amount you will receive upon exercise of your Redemption Rights. We anticipate that the funds to be distributed to Public Shareholders electing to redeem their Public Shares will be distributed promptly after the consummation of the Business Combination.

 

26

If you are a holder of Public Shares, you may exercise your Redemption Rights by submitting your request in writing to the Transfer Agent at the address listed at the end of this section.

Any request for redemption, once made by a holder of Public Shares, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. If you deliver your shares for redemption to the Transfer Agent and later decide prior to Closing not to elect redemption, you may request that Cartesian instruct our Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

Any corrected or changed written exercise of Redemption Rights must be received by the Transfer Agent prior to the deadline for exercising redemption requests and, thereafter, with our consent, prior to Closing. No request for redemption will be honored unless the holder’s stock has been delivered (either physically or electronically) to the Transfer Agent by 5:00 p.m., Eastern Time, on                 , 2022.

If a holder of Public Shares properly makes a request for redemption and the Public Shares are delivered as described above, then, if the Business Combination is consummated, the Company will redeem Public Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination. If you are a holder of Public Shares and you exercise your Redemption Rights, it will not result in the loss of any Cartesian warrants that you may hold.

 

Q:	Will how I vote on the Business Combination proposal affect my ability to exercise Redemption Rights?

 

A:

No. You may exercise your Redemption Rights irrespective of whether you vote your Class A ordinary shares for or against the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their Public Shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a less liquid trading market, fewer shareholders, less cash and the potential inability to meet the listing standards of Nasdaq.

 

Q:	If I am a holder of units, can I exercise Redemption Rights with respect to my units?

 

A:

No. Holders of outstanding units must elect to separate the units into the underlying Public Shares and Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. If you hold your units in an account at a brokerage firm or bank, you must notify your broker or bank that you elect to separate the units into the underlying Public Shares and Public Warrants, or if you hold units registered in your own name, you must contact the Transfer Agent directly and instruct them to do so. If you fail to cause your Public Shares to be separated and delivered to the Transfer Agent by 5:00 p.m., Eastern Time, on                , 2022, you will not be able to exercise your Redemption Rights with respect to your Public Shares.

 

Q:	What are United States federal income tax considerations relating to the exercise of my Redemption Rights?

 

A:

We expect that a U.S. holder (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders” below) that exercises its Redemption Rights to receive cash from the Trust Account in exchange for its Company common stock will generally be treated as selling such Company common stock resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Company common stock that a U.S. holder owns or is deemed to own (including through the ownership of Company warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of Redemption Rights, see “Material U.S. Federal Income Tax Considerations.”

 

27

Additionally, because the Domestication will occur immediately prior to the redemption of U.S. holders that exercise Redemption Rights, U.S. holders exercising Redemption Rights will be subject to the potential tax consequences of Section 367 of the Code and the potential tax consequences of the rules applicable to a company treated as a “passive foreign investment company” (“PFIC”), as a result of the Domestication. The tax consequences of exercising Redemption Rights are discussed more fully below under “Material U.S. Federal Income Tax Considerations — U.S. Holders — Effect to U.S. Holders of Company Common Stock Exercising Redemption Rights.”

 

Q:	Do I have appraisal rights in connection with the proposed Business Combination?

 

A:	No. Neither our shareholders nor our warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or the DGCL.

 

Q:	Did the Cartesian Board obtain a fairness opinion in determining whether or not to proceed with the Business Combination?

 

A.

No. The Cartesian Board did not obtain a fairness opinion in connection with its determination to approve the Business Combination. However, Cartesian’s management, the members of the Cartesian Board and the other representatives of Cartesian have substantial experience in evaluating the operating and financial merits of companies similar to the Target Companies and reviewed certain financial information of the Target Companies and other relevant financial information selected based on the experience and the professional judgment of Cartesian’s management team, which enabled them to make the necessary analyses and determinations regarding the Business Combination. Accordingly, investors will be relying solely on the judgment of the Cartesian Board in valuing the Target Companies’ businesses and assume the risk that the Cartesian Board may not have properly valued such business.

 

Q:	Why is Cartesian Proposing the Domestication?

 

A:

Cartesian’s Board believes that there are significant advantages to the Company that will arise as a result of a change of domicile to Delaware, including, (i) the prominence, predictability and flexibility of Delaware law, (ii) Delaware’s well-established principles of corporate governance and (iii) the increased ability for Delaware corporations to attract and retain qualified directors, each of the foregoing as discussed in greater detail in the section entitled “Proposal No. 2 — The Domestication Proposal — Reasons for the Domestication.” Cartesian’s board of directors believes that any direct benefit that Delaware law provides to a corporation also indirectly benefits shareholders, who are the owners of the corporation. Additionally, the Target Companies have required the Domestication as a condition to consummating the Business Combination.

To effect the Domestication, Cartesian will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Cartesian will be domesticated and continue as a Delaware corporation, at which time Cartesian will change its name to “Alvarium Tiedemann Holdings, Inc.”

The approval of the Domestication Proposal is a condition to the closing of the transactions contemplated by the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as a vote cast at the Special Meeting.

 

28

Q:	How will the Domestication Affect my Public Shares, Public Warrants and Units?

 

A:

On the effective date of the Domestication, (a) each outstanding Class A ordinary share will automatically convert into one share of Alvarium Tiedemann Class A Common Stock, (b) each outstanding Class B ordinary share will automatically convert into one share of Alvarium Tiedemann Class A Common Stock and (c) the outstanding warrants to purchase Class A ordinary shares will automatically become exercisable for shares of Alvarium Tiedemann Class A Common Stock. At a moment in time after the effectiveness of the Domestication and before the closing of the Business Combination, each outstanding unit of Cartesian (each of which consists of one share of Cartesian Class A ordinary shares and one-third of one warrant to purchase one share of Cartesian Class A ordinary shares) will be separated into its component common stock and warrant. Such warrants will become exercisable into shares of Class A Common Stock any time after the later of the one year following the completion of Cartesian’s IPO and 30 days following the completion of the Business Combination.

 

Q:	What are United States federal income tax consequences of the Domestication?

 

A:

As discussed more fully under “Material U.S. Federal Income Tax Considerations” below, the Domestication should qualify as a tax-free reorganization within the meaning of Section 368(a)(l)(F) of the Code. However, due to the absence of direct guidance on the application of Section 368(a)(1)(F) to a statutory conversion of a corporation with no active business and holding only investment-type assets such as Cartesian, this result is not entirely clear. Accordingly, due to the absence of such guidance, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position. Assuming that the Domestication does qualify as a tax-free reorganization within the meaning of Section 368(a)(l)(F) of the Code, U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations — U.S. Holders” below) of Cartesian ordinary shares will be subject to Section 367(b) of the Code and, as a result:

 

•

A U.S. holder of Cartesian ordinary shares whose Cartesian ordinary shares have a fair market value of less than $50,000 at the time of the Domestication should not recognize any gain or loss and generally should not be required to include any part of Cartesian’s earnings in income;

 

•

A U.S. holder of Cartesian ordinary shares whose Cartesian ordinary shares have a fair market value of $50,000 or more on the date of the Domestication, but who at the time of the Domestication owns (actually and constructively) less than 10% of the total combined voting power of all classes of Cartesian ordinary shares entitled to vote and less than 10% of the total value of all classes of Cartesian ordinary shares will generally recognize gain (but not loss) as a result of the Domestication. As an alternative to recognizing gain, such U.S. holders may file an election to include in income as a dividend the earnings and profits (as defined in the U.S. Treasury regulations (“Treasury Regulations”) under Section 367 of the Code) attributable to its Cartesian ordinary shares provided certain other requirements are satisfied. Cartesian does not expect that Cartesian’s cumulative earnings and profits will be material at the time of the Domestication.

 

•

A U.S. holder of Cartesian ordinary shares who at the time of the Domestication owns (actually and constructively) 10% or more of the total combined voting power of all classes of Cartesian ordinary shares or 10% of the total value of all classes of Cartesian ordinary shares entitled to vote will generally be required to include in income as a dividend the earnings and profits (as defined in the Treasury Regulations under Section 367 of the Code) attributable to its Cartesian ordinary shares. Cartesian does not expect that Cartesian’s cumulative earnings and profits will be material at the time of domestication.

As discussed further under “Material U.S. Federal Income Tax Considerations” below, Cartesian believes that it is likely classified as a PFIC for U.S. federal income tax purposes. In the event that Cartesian is considered a PFIC then, notwithstanding the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, generally would require a U.S. holder to recognize gain as a

 

29

result of the Domestication. Any such gain would be taxed as ordinary income and an interest charge would apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted. Importantly, however, U.S. holders that make or have made certain elections discussed further under “Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations” with respect to their Cartesian ordinary shares are generally not subject to the same gain recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. For a more complete discussion of the potential application of the PFIC rules to U.S. holders as a result of the Domestication, see “Material U.S. Federal Income Tax Considerations — U.S. Holders — PFIC Considerations.”

Additionally, the Domestication may cause non-U.S. holders (as defined in “Material U.S. Federal Income Tax Considerations — Non-U.S. Holders” below) to become subject to U.S. federal income withholding taxes on any dividends in respect of such non-U.S. holder’s Company common stock (or warrants) subsequent to the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisor for a full description and understanding of the tax consequences of the Domestication, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Material U.S. Federal Income Tax Considerations.”

 

Q:	What do I need to do now?

 

A:

Cartesian urges you to carefully read and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of Cartesian. Shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

 

Q:	How do I vote?

 

A:

The Special Meeting will be held at 10:00 a.m., Eastern Time, on                 , 2022, at                . For the purposes of Cartesian’s Existing Articles, the physical place of the meeting will be                . In light of the COVID-19 pandemic and to support the well-being of Cartesian’s shareholders, directors and officers, Cartesian encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/cartesianspac/sm2022. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing                .

If you are a holder of record of Cartesian ordinary shares on the Record Date, you may vote at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote, obtain a proxy from your broker, bank or nominee.

 

30

Q:	If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

 

A:

No. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial holder” of the shares held for you in what is known as “street name.” If this is the case, this proxy statement/prospectus may have been forwarded to you by your brokerage firm, bank or other nominee, or its agent.

As the beneficial holder, you have the right to direct your broker, bank or other nominee as to how to vote your shares. If you do not provide voting instructions to your broker on a particular proposal on which your broker does not have discretionary authority to vote, your shares will not be voted on that proposal. This is called a “broker non-vote.” Broker non-votes will not be counted for the purposes of determining the existence of a quorum. Moreover, broker non-votes will have no effect on any of the proposals in this proxy statement, except that broker non-votes will have the same effect as a vote “AGAINST” the Organizational Documents Proposal.

For the proposals in this proxy statement/prospectus, your broker will not have the discretionary authority to vote your shares. Accordingly, your bank, broker, or other nominee can vote your shares at the Special Meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

 

Q:	When and where will the Special Meeting be held?

 

A:

The Special Meeting will be held at 10:00 a.m., Eastern Time, on                , 2022, at                . For the purposes of Cartesian’s Existing Articles, the physical place of the meeting will be                . In light of the COVID-19 pandemic and to support the well-being of Cartesian’s shareholders, directors and officers, Cartesian encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/cartesianspac/sm2022. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing                .

 

Q:	Who is entitled to vote at the Special Meeting?

 

A:

Cartesian has fixed                , 2022 as the Record Date. If you were a shareholder of Cartesian at the close of business on the Record Date, you are entitled to vote on matters that come before the Special Meeting. However, a shareholder may only vote his or her shares if he or she is present in person (which would include presence at the Special Meeting) or is represented by proxy at the Special Meeting.

 

Q:	How many votes do I have?

 

A:	Our shareholders are entitled to one vote at the Special Meeting for each ordinary share held of record as of the Record Date. As of the close of business on the Record Date, there were outstanding 43,125,000 ordinary shares, of which 34,500,000 were outstanding Public Shares.

 

Q:	What constitutes a quorum?

 

A:

A quorum of our shareholders is necessary to hold a valid meeting. The presence (which would include presence at the Special Meeting), in person or by proxy, of shareholders holding a majority of the ordinary shares entitled to vote at the Special Meeting constitutes a quorum at the Special Meeting. In the absence of a quorum, the Special Meeting shall be adjourned in accordance with the Existing Articles. As of the Record Date for the Special Meeting, 21,562,501 ordinary shares would be required to achieve a quorum.

 

31

Q:	What vote is required to approve each proposal at the Special Meeting?

 

A:	The following votes are required for each proposal at the Special Meeting:

 

•

Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under the Existing Articles, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Cartesian shareholders must approve the Business Combination Proposal in order for the Business Combination to occur. If Cartesian shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur. Pursuant to the IPO Letter Agreements and as further discussed in the section entitled “Proposal No. 1.–The Business Combination Proposal —The Business Combination Agreement — Ancillary Agreements —Sponsor Support Agreement,” the Sponsor and Cartesian’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ordinary shares in favor of the Business Combination Proposal. Accordingly, if we seek shareholder approval of the Business Combination Proposal, the agreement by our Sponsor and our officers and directors to vote in favor of the Business Combination Proposal will increase the likelihood that we will receive the requisite shareholder approval for the Business Combination Proposal. In addition to the Founder Shares, we would need only 12,937,501, or approximately 37.5%, of the 34,500,000 Public Shares outstanding to be voted in favor of the Business Combination Proposal (assuming all outstanding shares are voted) in order to have the Business Combination Proposal approved, assuming all shares are voted. If only the minimum number of shares necessary for a quorum is present at the meeting (inclusive of the Founder Shares), we would need only 2,156,251, or approximately 6.3%, of the 34,500,000 Public Shares to be voted in favor of the Business Combination Proposal in order to have the Business Combination Proposal approved.

 

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Domestication Proposal: The approval of the Domestication Proposal requires a special resolution under the Existing Articles, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by Cartesian’s Public Shareholders. Pursuant to the IPO Letter Agreements, the Sponsor and Cartesian’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ordinary shares in favor of the Domestication Proposal. Accordingly, if we seek shareholder approval of the Domestication Proposal, the agreement by our Sponsor and our officers and directors to vote in favor of the Domestication Proposal will increase the likelihood that we will receive the requisite shareholder approval for the Domestication Proposal. In addition to the Founder Shares, we would need only 12,937,501, or approximately 37.5%, of the 34,500,000 Public Shares outstanding to be voted in favor of the Domestication Proposal (assuming all outstanding shares are voted) in order to have the Domestication Proposal approved, assuming all shares are voted. If only the minimum number of shares necessary for a quorum is present at the meeting (inclusive of the Founder Shares), we would need only 2,156,251, or approximately 6.3%, of the 34,500,000 Public Shares to be voted in favor of the Domestication Proposal in order to have the Domestication Proposal approved.

 

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Organizational Documents Proposal: The approval of the Organizational Documents Proposal requires a special resolution under the Existing Articles, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Organizational Documents Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal or the Domestication Proposal is not approved, the Organizational Documents Proposal will have no effect, even if approved by Cartesian’s Public Shareholders. Pursuant to the IPO Letter Agreements, the Sponsor and Cartesian’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ordinary shares in favor of the Organizational Documents Proposal. Accordingly, if we seek

 

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shareholder approval of the Organizational Documents Proposal, the agreement by our Sponsor and our officers and directors to vote in favor of the Organizational Documents Proposal will increase the likelihood that we will receive the requisite shareholder approval for the Organizational Documents Proposal. In addition to the Founder Shares, we would need only 12,937,501, or approximately 37.5%, of the 34,500,000 Public Shares outstanding to be voted in favor of the Organizational Documents Proposal (assuming all outstanding shares are voted) in order to have the Organizational Documents Proposal approved, assuming all shares are voted. If only the minimum number of shares necessary for a quorum is present at the meeting (inclusive of the Founder Shares), we would need only 2,156,251, or approximately 6.3%, of the 34,500,000 Public Shares to be voted in favor of the Organizational Documents Proposal in order to have the Organizational Documents Proposal approved.

 

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Advisory Charter Proposals: The approval of the Advisory Charter Proposals requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The approval of any of the Advisory Charter Proposals is not otherwise required by the Existing Articles or Delaware law separate and apart from the Organizational Documents Proposal, but pursuant to SEC guidance, Cartesian is required to submit these provisions to its shareholders separately for approval. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on Cartesian or the Board (separate and apart from the approval of the Organizational Documents Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals (separate and apart from approval of the Organizational Documents Proposal).

 

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Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires an ordinary resolution under, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Stock Issuance Proposal is conditioned on the approval of the Organizational Documents Proposal and, therefore, also conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if any of those proposals is not approved, the Stock Issuance Proposal will have no effect, even if approved by Cartesian’s Public Shareholders. Pursuant to the IPO Letter Agreements, the Sponsor and Cartesian’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ordinary shares in favor of the Stock Issuance Proposal. Accordingly, if we seek shareholder approval of the Stock Issuance Proposal, the agreement by our Sponsor and our officers and directors to vote in favor of the Stock Issuance Proposal will increase the likelihood that we will receive the requisite shareholder approval for the Stock Issuance Proposal. In addition to the Founder Shares, we would need only 12,937,501, or approximately 37.5%, of the 34,500,000 Public Shares outstanding to be voted in favor of the Stock Issuance Proposal (assuming all outstanding shares are voted) in order to have the Stock Issuance Proposal approved, assuming all shares are voted. If only the minimum number of shares necessary for a quorum is present at the meeting (inclusive of the Founder Shares), we would need only 2,156,251, or approximately 6.3%, of the 34,500,000 Public Shares to be voted in favor of the Stock Issuance Proposal in order to have the Stock Issuance Proposal approved.

 

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Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Equity Incentive Plan Proposal is conditioned on the approval of the Stock Issuance Proposal and, therefore, also conditioned on the approval of the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal. Therefore, if any of those proposals is not approved, the Equity Incentive Plan Proposal will have no effect, even if approved by Cartesian’s Public Shareholders. Pursuant to the IPO Letter Agreements, the Sponsor and Cartesian’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ordinary shares in favor of the Equity Incentive Plan Proposal. Accordingly, if we seek shareholder approval of the Equity Incentive Plan Proposal, the agreement by our Sponsor and our officers and directors to vote in favor of the Equity Incentive Plan Proposal will increase the likelihood that we will

 

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receive the requisite shareholder approval for the Equity Incentive Plan Proposal. In addition to the Founder Shares, we would need only 12,937,501, or approximately 37.5%, of the 34,500,000 Public Shares outstanding to be voted in favor of the Equity Incentive Plan Proposal (assuming all outstanding shares are voted) in order to have the Equity Incentive Plan Proposal approved, assuming all shares are voted. If only the minimum number of shares necessary for a quorum is present at the meeting (inclusive of the Founder Shares), we would need only 2,156,251, or approximately 6.3%, of the 34,500,000 Public Shares to be voted in favor of the Equity Incentive Plan Proposal in order to have the Equity Incentive Plan Proposal approved.

 

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Employee Stock Purchase Plan Proposal: The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Employee Stock Purchase Plan Proposal is conditioned on the approval of the Stock Issuance Proposal and, therefore, also conditioned on the approval of the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal. Therefore, if any of those proposals is not approved, the Employee Stock Purchase Plan Proposal will have no effect, even if approved by Cartesian’s Public Shareholders. Pursuant to the IPO Letter Agreements, the Sponsor and Cartesian’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ordinary shares in favor of the Employee Stock Purchase Plan Proposal. Accordingly, if we seek shareholder approval of the Employee Stock Purchase Plan Proposal, the agreement by our Sponsor and our officers and directors to vote in favor of the Employee Stock Purchase Plan Proposal will increase the likelihood that we will receive the requisite shareholder approval for the Employee Stock Purchase Plan Proposal. In addition to the Founder Shares, we would need only 12,937,501, or approximately 37.5%, of the 34,500,000 Public Shares outstanding to be voted in favor of the Employee Stock Purchase Plan Proposal (assuming all outstanding shares are voted) in order to have the Employee Stock Purchase Plan Proposal approved, assuming all shares are voted. If only the minimum number of shares necessary for a quorum is present at the meeting (inclusive of the Founder Shares), we would need only 2,156,251, or approximately 6.3%, of the 34,500,000 Public Shares to be voted in favor of the Employee Stock Purchase Plan Proposal in order to have the Employee Stock Purchase Plan Proposal approved.

 

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Election of Directors Proposal: The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires an ordinary resolution under the Existing Articles, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Election of Directors Proposal is conditioned on the approval of the Organizational Documents Proposal and, therefore, also conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if any of those proposals is not approved, the Election of Directors Proposal will have no effect, even if approved by Cartesian’s Public Shareholders. Pursuant to the IPO Letter Agreements, the Sponsor and Cartesian’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ordinary shares in favor of each of the directors put forth in the Election of Directors Proposal. Accordingly, if we seek shareholder approval of the Election of Directors Proposal, the agreement by our Sponsor and our officers and directors to vote in favor of the Election of Directors Proposal will increase the likelihood that we will receive the requisite shareholder approval for the Election of Directors Proposal. In addition to the Founder Shares, we would need only 12,937,501, or approximately 37.5%, of the 34,500,000 Public Shares outstanding to be voted in favor of the Election of Directors Proposal (assuming all outstanding shares are voted) in order to have the Election of Directors Proposal approved, assuming all shares are voted. If only the minimum number of shares necessary for a quorum is present at the meeting (inclusive of the Founder Shares), we would need only 2,156,251, or approximately 6.3%, of the 34,500,000 Public Shares to be voted in favor of the Election of Directors Proposal in order to have the Election of Directors Proposal approved.

 

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Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under the Existing Articles, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Adjournment Proposal is not conditioned upon any other Shareholder Proposal.

 

Q:	What are the recommendations of the Board?

 

A:

The Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of Cartesian’s shareholders and unanimously recommends that our shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Advisory Charter Proposals, “FOR” the Stock Issuance Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” each of the directors put forth in the Election of Directors Proposal, and “FOR” the Adjournment Proposal, if presented to the Special Meeting.

The existence of financial and personal interests of Cartesian’s directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of the Company and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. These conflicts of interest include, among other things, that if we do not consummate an initial business combination by February 26, 2023, we may be forced to liquidate, and the 8,550,000 Founder Shares and 8,900,000 Private Placement Warrants owned by our Sponsor, and 75,000 Founder Shares owned by our director nominees, would be worthless. See the sections entitled “Summary of the Proxy Statement/Prospectus —Interests of Certain Persons in the Business Combination” and “Beneficial Ownership of Securities” for more information.

 

Q:	May our Sponsor and the other initial shareholders purchase Public Shares or warrants prior to the Special Meeting?

 

A:

At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding Cartesian or our securities, our initial shareholders, the Target Companies and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented to shareholders for approval at the Special Meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Cartesian will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any

 

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of the aforementioned persons that would affect the vote on the proposals to be voted on at the Special Meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

 

Q:	What happens if I sell my ordinary shares before the Special Meeting?

 

A:

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Business Combination is expected to be completed. If you transfer your ordinary shares after the Record Date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at the Special Meeting with respect to such shares, but the transferee, and not you, will have the ability to redeem such shares (if time permits).

 

Q:	How has the announcement of the Business Combination affected the trading price of Cartesian’s Public Shares, Public Warrants and units?

 

A:

On September 17, 2021, the last trading date before the public announcement of the Business Combination, Cartesian’s Public Shares and units closed at $9.75 and $9.89, respectively (there is no reported closing price for the Public Warrants as of such date). On                , 2022, the trading date immediately prior to the date of this proxy statement/prospectus, the Company’s Public Shares, Public Warrants and units closed at $                , $                and $                , respectively.

 

Q:	May I change my vote after I have mailed my signed proxy card?

 

A:

Yes. Shareholders may send a later-dated, signed proxy card to Cartesian’s Secretary at the address set forth below so that it is received by Cartesian’s secretary prior to the vote at the Special Meeting (which is scheduled to take place on                , 2022) or attend the Special Meeting in person (which would include presence at the Special Meeting) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to Cartesian’s Chief Executive Officer, which must be received by Cartesian’s Secretary prior to the vote at the Special Meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

 

Q:	What happens if I fail to take any action with respect to the Special Meeting?

 

A:

If you fail to take any action with respect to the Special Meeting and the Business Combination is approved by shareholders and consummated, you will become a shareholder and/or warrant holder of the Company. If you fail to take any action with respect to the Special Meeting and the Business Combination is not approved, you will remain a shareholder and/or warrant holder of Cartesian. However, if you fail to take any action with respect to the Special Meeting, you will nonetheless be able to elect to redeem your Public Shares in connection with the Business Combination, provided you follow the instructions in this proxy statement/prospectus for redeeming your shares.

 

Q:	What should I do with my stock certificates, warrant certificates and/or unit certificates?

 

A:	Shareholders who exercise their Redemption Rights must deliver their stock certificates to the Transfer Agent (either physically or electronically) prior to 5:00 p.m., Eastern Time, on                 , 2022 (two business days prior to the vote at the Special Meeting).

Cartesian warrant holders should not submit the certificates relating to their warrants. Public Shareholders who do not elect to have their Public Shares redeemed for the pro rata share of the Trust Account should not submit the certificates relating to their Public Shares.

Following the Domestication and the effectiveness of the Business Combination, holders of Cartesian’s ordinary shares and warrants will receive shares of Class A Common Stock and warrants of the Company

 

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without needing to take any action and accordingly such holders should not submit the certificates relating to their ordinary shares and warrants. In addition, before the Closing, each outstanding unit of Cartesian (each of which consists of one Class A ordinary shares and one-third of one warrant to purchase one Class A ordinary share) will be separated into its component Class A ordinary share and warrant.

 

Q:	What should I do if I receive more than one set of voting materials?

 

A:

Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

 

Q:	Who can help answer my questions?

 

A:	If you have questions about the Business Combination or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact Morrow Sodali LLC, the proxy solicitation agent for Cartesian, at the following address and telephone number:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower Stamford CT 06902

Shareholders may call toll free: (800) 662-5200

Banks and Brokers may call collect: (203) 658-9400

Email: GLBL.info@investor.morrowsodali.com

You also may obtain additional information about Cartesian from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” If you are a holder of Public Shares and you intend to seek redemption of your shares, you will need to deliver your Public Shares (either physically or electronically) to the Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on                , 2022 (two business days prior to the vote at the Special Meeting). If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, NY 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

 

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Special Meeting, including the Business Combination, you should read this entire document carefully, including the Business Combination Agreement, attached as Annex A-1 to this proxy statement/prospectus. The Business Combination Agreement is the legal document that governs the Business Combination and the other transactions that will be undertaken in connection therewith. The Business Combination Agreement is also described in detail in this proxy statement/prospectus in the section entitled “—The Business Combination Agreement.” This proxy statement/prospectus also includes forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.”

Parties to the Business Combination

Cartesian Growth Corporation

505 Fifth Avenue, 15th Floor

New York, NY 10017

Cartesian Growth Corporation is a blank check company incorporated as a Cayman Islands exempted company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, or reorganization or engaging in any other similar business combination with one or more businesses or entities.

Tiedemann Wealth Management Holdings, LLC

520 Madison Avenue, 26th Floor

New York, NY 10022

United States

TWMH is a premier, full-service multi-family office that focuses on providing financial advisory services to HNWIs, families, endowments, and foundations. In addition to a wide range of investment capabilities, TWMH offers a full suite of complementary and customized family office services for HNWIs and families seeking comprehensive oversight of their financial affairs, including family governance and education, trusts and administrative services. importantly, our core competency includes extensive Impact Investing advisory services and TWMH is a signatory of the Principles for Responsible Investing (“PRI”). TWMH works alongside HNWIs, families, endowments not only to meet their financial goals but also to help them have the impact that they seek. TWMH’s mission is to help its clients realize the full potential of their assets and achieve what matters most to them.

TIG Trinity GP, LLC and TIG Trinity Management, LLC

520 Madison Avenue, 26th Floor

New York, NY 10022

United States

TIG is a New York based alternative asset manager, specializing in identifying uncorrelated investment opportunities in both public and private markets. Leveraging a 40-year operating history, its business today currently comprises four distinct investment verticals. TIG aligns with the needs of institutional investors by acquiring growth equity positions in a group of established global specialists with proven and repeatable earnings streams. TIG seeks to identify mid-sized specialist firms with the desire to leverage TIG’s strategic global client base, business advisory and infrastructure expertise.

 

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Alvarium Investments Limited

10 Old Burlington Street

London W1S 3AG

United Kingdom

Alvarium is a global multi-family office and investment boutique that provides tailored solutions for families, foundations, and institutions. Alvarium has four principal business units: Investment Advisory, Co-investment, Family Office Services and Merchant Banking. Alvarium specializes in being the trusted adviser to high net worth families, individuals, trusts, endowments, and foundations with complex needs, providing a completely tailored and independent approach. With the perspective of a global organization combined with local resources, Alvarium provides institutional quality advice, investment, and risk management services, combining deep expertise in alternative asset classes and co-investment opportunities to support high net worth clients’ needs, wherever they reside. Alvarium aims to ensure hard earned legacies become long-lasting legacies, with aligned partners and shareholders investing side-by-side with clients.

Proposals to be Submitted at the Special Meeting

The Business Combination Proposal

The approval of the Business Combination Proposal requires an ordinary resolution under the Existing Articles, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. Cartesian shareholders must approve the Business Combination Proposal in order for the Business Combination to occur. If Cartesian shareholders fail to approve the Business Combination Proposal, the Business Combination will not occur. For additional information, see “Proposal No. 1 – The Business Combination Proposal” section of this proxy statement/prospectus.

The Domestication Proposal

The approval of the Domestication Proposal requires a special resolution under the Existing Articles, being the affirmative vote of at least two-thirds of the votes cast by holders of ordinary shares who, being present in person or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. The Domestication Proposal is conditioned on the approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal is not approved, the Domestication Proposal will have no effect, even if approved by Cartesian’s Public Shareholders. For additional information, see “Proposal No. 2 – The Domestication Proposal” section of this proxy statement/prospectus.

The Organizational Documents Proposal

The approval of the Organizational Documents Proposal requires a special resolution under the Existing Articles, being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present in person or represented by proxy and entitled to vote at the Special Meeting, vote at the Special Meeting. The Organizational Documents Proposal is conditioned on the approval of the Domestication Proposal, and, therefore, also conditioned on approval of the Business Combination Proposal. Therefore, if the Business Combination Proposal or the Domestication Proposal is not approved, the Organizational Documents Proposal will have no effect, even if approved by Cartesian’s Public Shareholders. For additional information, see “Proposal No. 3 – The Organizational Documents Proposal” section of this proxy statement/prospectus.

The Advisory Charter Proposals

The approval of the Advisory Charter Proposals requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting,

 

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vote at the Special Meeting. The approval of any of the Advisory Charter Proposals is not otherwise required by the Existing Articles or Delaware law separate and apart from the Organizational Documents Proposal, but pursuant to SEC guidance, Cartesian is required to submit these provisions to its shareholders separately for approval. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on Cartesian or the Board (separate and apart from the approval of the Organizational Documents Proposal). Furthermore, the Business Combination is not conditioned on the separate approval of the Advisory Charter Proposals (separate and apart from approval of the Organizational Documents Proposal). For additional information, see “Proposal No. 4 – The Advisory Charter Proposals” section of this proxy statement/prospectus.

The Stock Issuance Proposal

The approval of the Stock Issuance Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Stock Issuance Proposal is conditioned on the approval of the Organizational Documents Proposal and, therefore, also conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if any of those proposals is not approved, the Stock Issuance Proposal will have no effect, even if approved by Cartesian’s Public Shareholders. For additional information, see “Proposal No. 5 – The Stock Issuance Proposal” section of this proxy statement/prospectus.

The Equity Incentive Plan Proposal

The approval of the Equity Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Equity Incentive Plan Proposal is conditioned on the approval of the Stock Issuance Proposal and, therefore, also conditioned on the approval of the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal. Therefore, if any of those proposals is not approved, the Equity Incentive Plan Proposal will have no effect, even if approved by Cartesian’s Public Shareholders. For additional information, see “Proposal No. 6 – The Equity Incentive Plan Proposal” section of this proxy statement/prospectus.

The Employee Stock Purchase Plan Proposal

The approval of the Employee Stock Purchase Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Employee Stock Purchase Plan Proposal is conditioned on the approval of the Stock Issuance Proposal and, therefore, also conditioned on the approval of the Business Combination Proposal, the Domestication Proposal and the Organizational Documents Proposal. Therefore, if any of those proposals is not approved, the Employee Stock Purchase Plan Proposal will have no effect, even if approved by Cartesian’s Public Shareholders. Pursuant to the IPO Letter Agreements, the Sponsor and Cartesian’s officers and directors have agreed to vote shares representing approximately 20% of the aggregate voting power of the ordinary shares in favor of the Employee Stock Purchase Plan Proposal. For additional information, see “Proposal No. 7 – The Employee Stock Purchase Plan Proposal” section of this proxy statement/prospectus.

Election of Directors Proposal

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires an ordinary resolution under the Existing Articles, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Election of Directors Proposal is conditioned on the approval of the Organizational Documents Proposal and, therefore, also conditioned on the approval of the Business Combination Proposal and the Domestication Proposal. Therefore, if any of those proposals is not approved, the Election of Directors Proposal will have no

 

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effect, even if approved by Cartesian’s Public Shareholders. For additional information, see “Proposal No. 8 – The Election of Directors Proposal” section of this proxy statement/prospectus.

The Adjournment Proposal

The approval of the Adjournment Proposal requires an ordinary resolution under the Existing Articles, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The Adjournment Proposal is not conditioned upon any other Shareholder Proposal. For additional information, see “Proposal No. 9 – The Adjournment Proposal” section of this proxy statement/prospectus.

Date, Time and Place of Special Meeting of Cartesian’s Shareholders

The Special Meeting will be held at 10:00 a.m., Eastern Time, on                     , 2022, at                , to consider and vote upon the proposals to be submitted to the Special Meeting, including if necessary, the adjournment proposal. For the purposes of Cartesian’s Existing Articles, the physical place of the meeting will be                . In light of the COVID-19 pandemic and to support the well-being of Cartesian’s shareholders, directors and officers, Cartesian encourages you to use remote methods of attending the Special Meeting or to attend via proxy. You may attend the Special Meeting and vote your shares electronically during the Special Meeting via live webcast by visiting https://www.cstproxy.com/cartesianspac/sm2022. You will need the meeting control number that is printed on your proxy card to enter the Special Meeting. You may also attend the meeting telephonically by dialing                .

Registering for the Special Meeting

Pre-registration at                 is recommended but is not required in order to attend.

Any shareholder wishing to attend the Special Meeting should register for the meeting by                 , 2022. To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of our ordinary shares:

 

•

If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only Special Meeting, go to                , enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

 

•

Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the Special Meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the Special Meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the Special Meeting. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five business days prior to the meeting date in order to ensure access.

Voting Power; Record Date

Shareholders will be entitled to vote or direct votes to be cast at the Special Meeting if they owned ordinary shares at the close of business on                , 2022, which is the Record Date for the Special Meeting.

 

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Shareholders will have one vote for each ordinary share owned at the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. Our warrants do not have voting rights. On the Record Date, there were 43,125,000 ordinary shares outstanding, of which 34,500,000 were Public Shares, with the rest being held by our Sponsor and our independent directors.

Quorum and Vote of Shareholders

A quorum of our shareholders is necessary to hold a valid meeting. The presence, in person (which would include presence at the Special Meeting) or by proxy, of shareholders holding a majority of the issued and outstanding Cartesian ordinary shares entitled to vote at the Special Meeting constitutes a quorum at the Special Meeting. In the absence of a quorum, the Special Meeting shall be adjourned in accordance with the Existing Articles. As of the Record Date for the Special Meeting, 21,562,501 ordinary shares would be required to achieve a quorum.

Our Sponsor and our officers and directors at the time of the IPO entered into letter agreements to vote their Founder Shares as well as any Public Shares purchased during or after the IPO, in favor of the Business Combination Proposal. As of the date hereof, our Sponsor owns approximately 20% of our total outstanding ordinary shares.

The following votes are required for each proposal at the Special Meeting:

 

•

Business Combination Proposal: The approval of the Business Combination Proposal requires the affirmative vote of a majority of the votes cast by holders of Class A ordinary shares and Class B ordinary shares present in person or represented by proxy and entitled to vote at the Special Meeting, voting as a single class.

 

•

Domestication Proposal: The approval of the Domestication Proposal requires the affirmative vote of at least two-thirds of the votes cast by holders of Class A ordinary shares and Class B ordinary shares present in person or represented by proxy and entitled to vote thereon at the Special Meeting, voting as a single class.

 

•

Organizational Documents Proposal: The approval of the Organizational Documents Proposal requires the affirmative vote of at least two-thirds of the votes cast by holders of Class A ordinary shares and Class B ordinary shares present in person or represented by proxy and entitled to vote thereon at the Special Meeting, voting as a single class.

 

•

Advisory Charter Proposals: The approval of the Advisory Charter Proposals requires an ordinary resolution, being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Special Meeting, vote at the Special Meeting. The approval of any of the Advisory Charter Proposals is not otherwise required by the Existing Articles, Cayman Islands law or Delaware law separate and apart from the Organizational Documents Proposal, but pursuant to SEC guidance, Cartesian is required to submit these provisions to its shareholders separately for approval. However, the shareholder votes regarding these proposals are advisory votes, and are not binding on Cartesian or the Board (separate and apart from the approval of the Organizational Documents Proposal).

 

•

Stock Issuance Proposal: The approval of the Stock Issuance Proposal requires the affirmative vote of a majority of the votes cast by holders of Class A ordinary shares and Class B ordinary shares present in person or represented by proxy and entitled to vote at the Special Meeting, voting as a single class.

 

•

Equity Incentive Plan Proposal: The approval of the Equity Incentive Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of Class A ordinary shares and Class B ordinary shares present in person or represented by proxy and entitled to vote at the Special Meeting, voting as a single class.

 

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•

Employee Stock Purchase Plan Proposal: The approval of the Employee Stock Purchase Plan Proposal requires the affirmative vote of a majority of the votes cast by holders of Class A ordinary shares and Class B ordinary shares present in person or represented by proxy and entitled to vote at the Special Meeting, voting as a single class.

 

•

Election of Directors Proposal: The approval of each of the directors set forth in the Election of Directors Proposal requires the affirmative vote of a majority of the votes cast by holders of Class A ordinary shares and Class B ordinary shares present in person or represented by proxy and entitled to vote at the Special Meeting, voting as a single class.

 

•

Adjournment Proposal: The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast by holders of Class A ordinary shares and Class B ordinary shares present in person or represented by proxy and entitled to vote at the Special Meeting, voting as a single class.

With respect to each proposal in this proxy statement/prospectus, you may vote “FOR,” “AGAINST” or “ABSTAIN.”

If a shareholder fails to return a proxy card or fails to instruct a broker or other nominee how to vote, and does not attend the Special Meeting in person, then the shareholder’s shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting.

For the purposes of approval, an abstention will have no effect on the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Charter Proposals, the Stock Issuance Proposal, the Equity Incentive Plan Proposal, the Employee Stock Purchase Plan Proposal, the Election of Directors Proposal and the Adjournment Proposal.

Redemption Rights

Pursuant to the Existing Articles, a Public Shareholder may request that Cartesian redeem all or a portion of such Public Shareholder’s Public Shares for cash if the Business Combination is consummated. You will be entitled to receive cash for any Public Shares to be redeemed only if you:

 

(i)

(a) hold Public Shares or (b) hold Public Shares through units and you elect to separate your units into the underlying Public Shares and Public Warrants prior to exercising your Redemption Rights with respect to the Public Shares; and

 

(ii)

prior to 5:00 p.m., Eastern Time, on                 , 2022 (two business days prior to the vote at the Special Meeting) (a) submit a written request to the Transfer Agent that the Company redeem your Public Shares for cash and (b) deliver your Public Shares to the Transfer Agent, physically or electronically through DTC.

As noted above, holders of units must elect to separate the underlying Public Shares and Public Warrants prior to exercising Redemption Rights with respect to the Public Shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact the Transfer Agent directly and instruct it to do so. Public Shareholders may elect to redeem all or a portion of such Public Shareholder’s Public Shares even if they vote for the Business Combination Proposal. If the Business Combination is not consummated, the Public Shares will not be redeemed for cash. If a Public Shareholder properly exercises its right to redeem its Public Shares and timely delivers its Public Shares to the Transfer Agent, Cartesian will redeem each Class A ordinary share for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account (net of taxes payable), divided by the number of then-outstanding Public Shares. If a Public Shareholder exercises its Redemption Rights, then it will be exchanging its redeemed Public Shares for cash and will no longer own such shares. Any request to

 

43

redeem Public Shares, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the Closing. Furthermore, if a holder of a Public Shares delivers its certificate in connection with an election of its redemption and subsequently decides prior to the Closing not to elect to exercise such rights, it may simply request that Cartesian instruct our Transfer Agent to return the certificate (physically or electronically). The holder can make such request by contacting the Transfer Agent, at the address or email address listed in this proxy statement/prospectus. We will be required to honor such request only if made prior to the deadline for exercising redemption requests. See “Special Meeting of the Shareholders” for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a holder of Public Shares, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares, without our prior consent. Accordingly, if a Public Shareholder, alone or acting in concert as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

In order for Public Shareholders to exercise their Redemption Rights in respect of the Business Combination Proposal, Public Shareholders must properly exercise their right to redeem the Public Shares they hold no later than the close of the vote on the Business Combination Proposal and deliver their Public Shares (either physically or electronically) to the Transfer Agent prior to 5:00 p.m., Eastern Time, on                , 2022 (two business days prior to the vote at the Special Meeting). Immediately following the consummation of the Business Combination, the Company will satisfy the exercise of Redemption Rights by redeeming the Public Shares issued to the Public Shareholders that validly exercised their Redemption Rights.

Holders of our warrants will not have Redemption Rights with respect to the warrants.

Appraisal Rights

Neither our shareholders nor our warrant holders have appraisal rights in connection with the Business Combination or the Domestication under the Cayman Islands Companies Act or the DGCL.

Proxy Solicitation

Proxies may be solicited by mail, telephone or in person. Cartesian has engaged Morrow Sodali LLC to assist in the solicitation of proxies.

If a shareholder grants a proxy, it may still vote its shares in person (which would include presence at the Special Meeting) if it revokes its proxy before the Special Meeting. A shareholder also may change its vote by submitting a later-dated proxy as described in the section entitled “Special Meeting of the Shareholders — Revoking Your Proxy.”

Interests of Certain Persons in the Business Combination

In considering the recommendation of our Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and our directors, officers and advisors and the Target Companies’ current owners have interests in the Business Combination that are different from, or in addition to, those of our other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

 

•

the fact that our Sponsor has waived its right to redeem any of the Founder Shares and Public Shares in connection with a shareholder vote to approve a proposed initial business combination;

 

44

•

the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares (or approximately $0.03 per Founder Share), which will convert into 8,625,000 shares of Class A Common Stock (assuming no Founder Shares are forfeited by the Sponsor in connection with the Sponsor’s earn-out-based and redemption-based forfeiture obligations, in each case, contained in the Sponsor Support Agreement) in accordance with the terms of the Existing Articles and such securities will have a significantly higher value at the time of the Business Combination, estimated at approximately $85,128,750 based on the closing price of $9.87 per Public Share on Nasdaq on August 5, 2022, which Founder Shares would become worthless if we do not complete an initial business combination by February 26, 2023. As a result of the nominal price paid for the Founder Shares, the Sponsor and its affiliates can earn a positive rate of return on their investment, even if other shareholders experience a negative rate of return following the consummation of the Business Combination;

 

•

the beneficial ownership by each of Messrs. Sese, Grabowski and Karp, each an independent director of Cartesian, of 25,000 Founder Shares transferred to each such director by the Sponsor, which shares (with an estimated value of approximately $246,750 per individual based on the closing price of $9.87 per Public Share on Nasdaq on August 5, 2022) would become worthless if Cartesian does not complete an initial business combination by February 26, 2023, as our directors have waived any right to redemption with respect to these shares;

 

•

the fact that our Sponsor has agreed to waive, pursuant to an IPO Letter Agreement and for no further consideration, its rights to liquidating distributions from the Trust Account with respect to the Founder Shares if we fail to complete an initial business combination by February 26, 2023;

 

•

the fact that our Sponsor paid $8,900,000 for 8,900,000 Private Placement Warrants (or $1.00 per Private Placement Warrant), each of which will be transferred to the equityholders of the Target Companies in connection with the Business Combination and is exercisable commencing on the later of 12 months from the closing of the IPO and 30 days following the Closing for one Class A ordinary share at $11.50 per share; if we do not consummate an initial business combination by February 26, 2023, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the Public Shareholders and the warrants held by our Sponsor will be worthless; the warrants held by our Sponsor had an aggregate market value of approximately $4,005,000 based upon the closing price of $0.45 per warrant on Nasdaq on August 5, 2022;

 

•

if the Trust Account is liquidated, including in the event we are unable to complete an initial business combination within the required time period, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below: (i) $10.00 per Public Share; or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and up to $100,000 of interest to pay dissolution expenses, except as to any claims by a third-party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act;

 

•

the members of the Board are entitled to reimbursement for all out-of-pocket expenses incurred by them on Cartesian’s behalf incident to identifying, investigating and consummating a business combination, but will not receive reimbursement for any out-of-pocket expenses to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated; no such out-of-pocket expenses have been incurred to date and any such out-of-pocket expenses are not expected to exceed $10,000;

 

45

•

the Sponsor and Cartesian’s officers, directors or their affiliates have made, and may make additional, working capital loans prior to the Closing of the Business Combination, up to $1,500,000 of which are convertible into Private Placement Warrants at a price of $1.00 per warrant at the option of the lender, which may not be repaid if the Business Combination is not completed; the 1,500,000 Private Placement Warrants would have an aggregate market value of approximately $675,000 based on the last sale price of $0.45 of our Public Warrants on Nasdaq on August 5, 2022. As of August 8, 2022, the Sponsor has loaned to Cartesian $500,000 for working capital purposes; and

 

•

Peter Yu, a current director of Cartesian, is expected to be a director of Alvarium Tiedemann after the consummation of the Business Combination. As such, in the future he will receive any cash fees, stock options, stock awards or other remuneration that the Board determines to pay him and any applicable compensation as described under section “Executive Compensation”.

At any time prior to the Special Meeting, during a period when they are not then aware of any material non-public information regarding Cartesian or our securities, our initial shareholders, the Target Companies and/or their respective affiliates may purchase shares and/or warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire Cartesian ordinary shares or vote their shares in favor of the Business Combination Proposal. The purpose of such share purchases and other transactions would be to increase the likelihood that the proposals presented to shareholders for approval at the Special Meeting are approved or to provide additional equity financing. Any such share purchases and other transactions may thereby increase the likelihood of obtaining shareholder approval of the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible. While the exact nature of any such incentives has not been determined as of the date of this proxy statement/prospectus, they might include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options.

Entering into any such incentive arrangements may have a depressive effect on Cartesian ordinary shares. For example, as a result of these arrangements, an investor or holder may have the ability to effectively purchase shares at a price lower than market and may therefore be more likely to sell the shares he owns, either prior to or immediately after the Special Meeting.

If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the proposals to be presented at the Special Meeting and would likely increase the chances that such proposals would be approved. As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. Cartesian will file a Current Report on Form 8-K to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons that would affect the vote on the proposals to be voted on at the Special Meeting. Any such report will include descriptions of any arrangements entered into or significant purchases by any of the aforementioned persons.

The existence of financial and personal interests of our directors and officers may result in conflicts of interest, including a conflict between what may be in the best interests of the Company and its shareholders and what may be best for a director’s personal interests when determining to recommend that shareholders vote for the proposals. See the sections entitled “Risk Factors” and “Beneficial Ownership of Securities” for more information and other risks.

Satisfaction of 80% Test

It is a requirement under the Existing Articles that the business or assets acquired in its initial business combination have a fair market value equal to at least 80% of the assets held in the Trust Account (net of amounts previously disbursed to Cartesian’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account) at the time of the agreement to enter into such business combination. In addition, the rules of Nasdaq require that Cartesian’s initial business combination be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes and excluding the amount of any deferred underwriting discount held in trust). As of September 19, 2021, the date of the execution of the

 

46

Business Combination Agreement, the balance of the Trust Account was approximately $333,000,000 (excluding the $12,075,000 deferred underwriting commissions and taxes payable on the income earned on the Trust Account) and 80% thereof represents approximately $266,000,000. In reaching its conclusion that the proposed Business Combination meets the 80% asset test, our Board used as a fair market value the enterprise value of approximately $1,079,900,000, which was implied based on the terms of the transactions agreed to by the parties in negotiating the Business Combination Agreement. The enterprise value consists of an implied equity value for TWMH (prior to the proposed Business Combination) of approximately $365,546,150, an implied equity value for the TIG Entities (prior to the proposed Business Combination) of approximately $380,232,790, and an implied equity value for Alvarium (prior to the proposed Business Combination) of approximately $334,121,060. In determining whether the enterprise value described above represents the fair market value of the Target Companies, the Board considered all of the factors described in the section of the proxy statement/prospectus entitled “Cartesian’s Board of Directors’ Reasons for Approval of the Business Combination” and the fact that the purchase price for these businesses was the result of an arm’s length negotiation. As a result, the Board concluded that the fair market value of the Company was significantly in excess of 80% of the assets held in the Trust Account (net of amounts previously disbursed to Cartesian’s management for taxes and excluding the amount of deferred underwriting discounts held in the Trust Account).

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. Where actual amounts are not known or knowable, the figures below represent Cartesian’s good faith estimate of such amounts.

 

 

 

(1)	Represents the $301 million Alvarium Equity Value plus the $18 million Alvarium Closing Cash Adjustment under the No Redemptions scenario.

 

47

2)	Represents the $306 million TWMH Equity Value less $30 million of Secondary Share Purchases plus the $12 million TWMH Closing Cash Adjustment under the No Redemptions scenario.

3)	Represents the $318 million TIG Entities Equity Value less $70 million of Secondary Share Purchases plus the $7 million TIG Entities Closing Cash Adjustment under the No Redemptions scenario.

4)

Represents equity held by the Sponsor and independent directors, assuming a per share price of $10.00. Excludes 1,282,500 shares of Class A Common Stock which will be held by Sponsor and subject to potential forfeiture based on a five year-post-closing earn-out, with (i) 50% of such shares being no longer subject to forfeiture if the VWAP of the shares equals or exceeds $12.50 and (ii) the remaining 50% of such shares no longer subject to forfeiture if the VWAP of the shares equals or exceeds $15.00.

5)	Represents the $307 million Alvarium Equity Value plus the $18 million Alvarium Closing Cash Adjustment under the Maximum Redemptions scenario.

6)	Represents the $313 million TWMH Equity Value less $30 million of Secondary Share Purchases plus the $12 million TWMH Closing Cash Adjustment under the Maximum Redemptions scenario.

7)	Represents the $324 million TIG Entities Equity Value less $70 million of Secondary Share Purchases plus the $7 million TIG Entities Closing Cash Adjustment under the Maximum Redemptions scenario.

8)

Represents equity held by the Sponsor and Independent Directors, assuming a per share price of $10.00. Excludes 954,130 shares of Class A Common Stock which will be held by Sponsor and subject to potential forfeiture based on a five year-post-closing earn-out, with (i) 50% of such shares being no longer subject to forfeiture if the VWAP of the shares equals or exceeds $12.50 and (ii) the remaining 50% of such shares no longer subject to forfeiture if the VWAP of the shares equals or exceeds $15.00.

9)	Assumes that approximately 2.2 million Sponsor Shares are forfeited under the Maximum Redemptions scenario.

Ownership Structure

The diagram below depicts Cartesian and a simplified version of each Target Company’s organizational structure immediately prior to the Completion of the Business Combination.

Cartesian

 

 

 

48

TWMH

 

 

 

49

The TIG Entities

 

 

 

 

Alvarium

 

 

 

50

The diagram below depicts a simplified version of the Company’s organizational structure immediately following the Completion of the Business Combination.

 

 

51

 

(1)	Following the Closing, and assuming No Redemptions, the Alvarium Shareholders will hold 22.0% of the voting power and economic interests in the Company, taking into account the indirect economic interests of any Class B Common Units held by the TWMH Members and the TIG Entities Members.

(2)	Following the Closing, and assuming No Redemptions, Cartesian’s Public Shareholders will hold 23.8% of the voting power of and economic interests in the Company, taking into account any Class B Common Units held by the TWMH Members and the TIG Entities Members.

(3)	Following the Closing, and assuming No Redemptions, the PIPE Investors will hold 11.7% of the voting power of and economic interests in the Company, taking into account any Class B Common Units held by the TWMH Members and the TIG Entities Members.

(4)	Following the Closing, and assuming No Redemptions, the Sponsor and Initial Shareholders will hold 5.1% of the voting power of and economic interests in the Company, taking into account any Class B Common Units held by the TWMH Equityholders and the TIG Entities Members.

(5)

Following the Closing, and assuming No Redemptions, the TWMH Members and the TIG Entities Members will hold 37.4% of the voting power and economic interests in the Company, taking into account the indirect economic interests of any Class B Common Units held by the TWMH Members and the TIG Entities Members.

(6)	Cartesian Growth Corporation will be renamed Alvarium Tiedemann Holdings, Inc. following the Domestication and the Business Combination.

Certain United States Federal Income Tax Considerations

For a discussion summarizing the material United States federal income tax considerations of an exercise of Redemption Rights, please see “Material U.S. Federal Income Tax Considerations” below.”

Accounting Treatment of the Business Combination

The combined financial information presents the pro forma effects of the following transactions:

 

•

the acquisition of TWMH;

 

•

the acquisition of the TIG Entities;

 

•

the acquisition of Alvarium; and

 

•

the issuance of Cartesian’s Class A Common Shares in the Private Placement.

The Business Combination will be accounted for using the acquisition method with Alvarium Tiedemann as the accounting acquirer. Under the acquisition method of accounting, Alvarium Tiedemann’s assets and liabilities will be recorded at carrying value and the assets and liabilities associated with TWMH, the TIG Entities and Alvarium will be recorded at estimated fair value as of the acquisition date. The excess of the purchase price over the estimated fair values of the net assets acquired, if applicable, will be recognized as goodwill. For accounting purposes, the acquirer is the entity that has obtained control of another entity and, thus, consummated a business combination. The determination of whether control has been obtained begins with the evaluation of whether control should be evaluated based on the variable interest or voting interest model pursuant to ASC Topic 810, Consolidation (“ASC 810”). If the acquiree is a variable interest entity, the primary beneficiary would be the accounting acquirer. Umbrella, which will hold the assets and businesses of TWMH, the TIG Entities and Alvarium, meets the definition of a variable interest entity and Alvarium Tiedemann has been determined to be the primary beneficiary.

The Company has determined TWMH to be the predecessor entity to the Business Combination based on a number of considerations, including (i) TWMH former management making up the majority of the senior management team of Alvarium Tiedemann, (ii) Alvarium Tiedemann management’s evaluation of the business and its intention to market of TWMH as the primary business going forward, and (iii) TWMH’s leading indicators including it contributing the largest assets under advisement of the continuing operations of Alvarium Tiedemann. Therefore, operations presented prior to the Business Combination will be those of TWMH.

For a discussion summarizing the anticipated accounting treatment of the Business Combination, please see “Anticipated Accounting Treatment.”

 

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Risk Factors

In evaluating the proposals to be presented at the Special Meeting, a shareholder should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.”

Sources of Industry and Market Data

Where information has been sourced from a third-party, the source of such information has been identified. Unless otherwise indicated, the information contained in this proxy statement/prospectus on the market environment, market developments, growth rates, market trends and competition in the markets in which Cartesian and the Target Companies operate is taken from publicly available sources, including third-party sources, or reflects Cartesian’s or the Target Companies’ estimates that are principally based on information from publicly available sources.

Recommendation of the Board

The Board believes that the Business Combination Proposal and the other proposals to be presented at the Special Meeting are in the best interest of Cartesian’s shareholders and unanimously recommends that our shareholders vote “FOR” the Business Combination Proposal, “FOR” the Domestication Proposal, “FOR” the Organizational Documents Proposal, “FOR” the Advisory Charter Proposals, “FOR” the Stock Issuance Proposal, “FOR” the Equity Incentive Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal, “FOR” each of the directors put forth in the Election of Directors Proposal, and “FOR” the Adjournment Proposal, if presented to the Special Meeting.

 

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SUMMARY HISTORICAL FINANCIAL INFORMATION OF CARTESIAN

The summary historical financial information of Cartesian as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021 and for the year ended December 31, 2021 and for the period from December 18, 2020 through December 31, 2020 was derived from the historical financial statements of Cartesian included elsewhere in this proxy statement/prospectus.

Cartesian historical results are not necessarily indicative of the results that may be expected in the future. The information below is only a summary and should be read in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Cartesian” and Cartesian’s financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.

 

($ amounts in thousands)		March 31, 2022				December 31, 2021
Balance Sheet Data (at period end only):
Total assets		$	345,345			$	345,653
Total liabilities			25,122				35,351
Commitments and contingencies
Class A ordinary shares subject to possible redemption			345,151				345,031
Total shareholders’ equity		$	(24,928	)		$	(34,729	)

 

		For the Three Months Ended March 31,
($ amounts in thousands)		2022				2021
Statement of Operations Data:
Operating expenses		$	(479	)		$	(87	)
Other income (expense)			9,921				(4,814	)
Net income (loss)		$	9,921			$	(4,902	)

 

($ amounts in thousands)		Year ended December 31, 2021				For the period from December 18, 2020 (inception) through December 31, 2020
Statement of Operations Data:
Operating expenses		$	(1,012	)		$	(8	)
Other income (expense)			(23	)			—
Net income (loss)		$	(1,035	)		$	(8	)

 

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF TWMH

The summary historical consolidated financial information of TWMH as of March 31, 2022, December 31, 2021 and December 31, 2020 and for the three months ended March 31, 2022 and 2021 and for the years ended December 31, 2021 and 2020 was derived from the historical consolidated financial statements of TWMH included elsewhere in this proxy statement/prospectus.

The following summary historical consolidated financial information should be read together with the consolidated financial statements, accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of TWMH” appearing elsewhere in this proxy statement/prospectus. The summary historical consolidated financial information in this section is not intended to replace TWMH’s consolidated financial statements and the related notes. TWMH’s historical results are not necessarily indicative of TWMH’s future results.

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to TWMH, prior to and without giving pro-forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of Alvarium Tiedemann going forward. See the sections entitled “Business of Alvarium Tiedemann” and “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.

Selected Financial Information

 

($ amounts in thousands)		March 31, 2022				December 31, 2021
Combined and consolidated statements of financial position data
Total assets		$	90,146			$	75,057
Debt obligations, net			22,257				11,697
Total liabilities			53,990				35,036
Total members’ equity			36,156				40,021
		For the Three Months Ended March 31,
($ amounts in thousands)		2022				2021
Combined and consolidated statements of operations data
Total revenues		$	19,970			$	17,990
Total operating expenses			(18,177	)			(14,390	)
Other income (expenses)			94				(366	)
Income before taxes			1,887				3,234
Income tax expense			(148	)			(123	)
Net income		$	1,739			$	3,111
		For the Years Ended December 31,
($ amounts in thousands)		2021				2020
Combined and consolidated statements of operations data
Total revenues		$	75,703			$	64,389
Total operating expenses			(67,936	)			(55,625	)
Other income (expenses)			(3,461	)			(1,281	)
Income before taxes			4,306				7,483
Income tax expense			(515	)			(497	)
Net income		$	3,791			$	6,986

 

55

Selected Operating Metrics

 

		For the Three Months Ended March 31,
($ amounts in thousands)		2022				2021
EBITDA(1)		$	2,574			$	3,856
Adjusted EBITDA(2)			4,679				4,481
		For the Years Ended December 31,
($ amounts in thousands)		2021				2020
EBITDA(1)		$	6,756			$	9,781
Adjusted EBITDA(2)			19,283				13,392

 

(1)

EBITDA is used to track our performance and assess TWMH’s ability to service its borrowings. EBITDA is derived from and reconciled to, but not equivalent to its most directly comparable GAAP measure of net income. EBITDA differs from net income calculated in accordance with GAAP as it adjusts for (i) interest expense, net, (ii) income tax expense and (iii) depreciation and amortization expense.

(2)

Adjusted EBITDA is used to track our performance and assess TWMH’s ability to service its borrowings. Adjusted EBITDA is derived from and reconciled to, but not equivalent to its most directly comparable GAAP measure of net income. Adjusted EBITDA is EBITDA plus (i) equity settled share-based payments (ii) transaction-related costs, (iii) one-time impairments of equity method investments, (iv) changes in fair value of investments, (v) one-time bonuses, and (vi) the Holbein compensatory earn-in.

We use EBITDA and Adjusted EBITDA as non-US GAAP measures to assess and track our performance. EBITDA and Adjusted EBITDA as presented in this proxy statement/prospectus are supplemental measures of our performance that are not required by, or presented in accordance with, US GAAP. For more information, see “Presentation of Certain Financial Information.” The following tables present the reconciliation of GAAP to non-GAAP metrics:

 

		For the three months ended March 31,
($ amounts in thousands)		2022				2021
GAAP net income			1,739				3,111
Adjustments:
Interest expense, net of interest income			77				104
Income tax expense			148				123
Depreciation and amortization expense			610				518
EBITDA			2,574				3,856
Adjustments:
Equity settled share-based payments(a)			968				475
Transaction-related costs(b)			860				100
One-time impairment of equity method investment(c)			—				—
Change in fair value of (gains) / losses on investments(d)			(100	)			50
One-time bonuses(e)			—				—
Holbein compensatory earn-in(f)			377				—
Adjusted EBITDA			4,679				4,481

 

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		For the year ended December 31,
($ amounts in thousands)		2021				2020
GAAP Net income			3,791				6,986
Adjustments:
Interest expense, net of interest income			398				384
Income tax expense			515				497
Depreciation and amortization expense			2,052				1,914
EBITDA			6,756				9,781
Adjustments:
Equity settled share-based payments(a)			5,532				1,145
Transaction-related costs(b)			4,633				—
One-time impairment of equity method investment(c)			2,364
Change in fair value of (gains) / losses on investments(d)			(2	)			266
One-time bonuses(e)			—				2,200
Adjusted EBITDA			19,283				13,392

 

(a)	Add-back of non-cash expense related to the 2015, 2019, 2020 and 2021 restricted unit awards.

(b)	Add-back of transaction expenses related to the Business Combination, including professional fees.

(c)	Related to an other-than-temporary impairment of the Tiedemann Constantia AG equity method investment.

(d)	Represents the change in unrealized gains/losses related primarily to the interest rate swap.

(e)	Related to a one-time bonus payment made to certain members in 2020.

(f)	Add-back of cash portion of the compensatory earn-ins related to the Holbein acquisition as discussed in Note 3 “Variable Interest Entities and Business Combinations.”

 

57

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF THE TIG ENTITIES

The following table shows summary historical consolidated and combined financial information of the TIG Entities for the periods and as of the dates indicated.

The summary historical consolidated and combined financial information of the TIG Entities as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021 and for the years ended December 31, 2021 and 2020 was derived from the historical combined and consolidated financial statements of the TIG Entities included elsewhere in this proxy statement/prospectus.

The following summary historical combined and consolidated financial information should be read together with the combined and consolidated financial statements, accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of the TIG Entities” appearing elsewhere in this proxy statement/prospectus. The summary historical combined and consolidated financial information in this section is not intended to replace the TIG Entities’ combined and consolidated financial statements and the related notes. The TIG Entities’ historical results are not necessarily indicative of the TIG Entities’ future results.

As explained elsewhere in this proxy statement/prospectus, the consolidated and combined financial information contained in this section relates to the TIG Entities, prior to and without giving pro-forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of Alvarium Tiedemann going forward. See the sections entitled “Business of Alvarium Tiedemann Holdings, Inc.” and “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.

Selected Financial Information

 

($ amounts in thousands)		March 31, 2022				December 31, 2021
Consolidated statements of financial position data
Total assets		$	166,493			$	191,760
Debt obligations, net			42,431				42,411
Total liabilities			52,625				57,647
Total members’ equity		$	113,868			$	134,113

 

		For the Three Months Ended March 31,
($ amounts in thousands)		2022				2021
Consolidated statements of operations data
Total income		$	11,372			$	12,904
Total operating expenses			(7,668	)			(5,446	)
Other income (expenses)			2,214				4,798
Income before taxes			5,918				12,256
Income tax expense			(450	)			(150	)
Net income		$	5,468			$	12,106

 

		For the Years Ended December 31,
($ amounts in thousands)		2021				2020
Consolidated statements of operations data
Total income		$	86,613			$	67,129
Total operating expenses			(29,811	)			(29,130	)
Other income (expenses)			13,204				5,307
Income before taxes			70,006				43,306
Income tax expense			(1,457	)			(748	)
Net income		$	68,549			$	42,558

 

58

Selected Operating Metrics

 

		For the Three Months Ended March 31,
($ amounts in thousands)		2022				2021
EBITDA(1)		$	6,482			$	12,858
Adjusted EBITDA(2)			4,232				7,499
Economic EBITDA(3)			2,309				4,722

 

		For the Years Ended December 31,
($ amounts in thousands)		2021				2020
EBITDA(1)		$	72,411			$	45,834
Adjusted EBITDA(2)			59,565				44,477
Economic EBITDA(3)			34,485				24,478

 

(1)

EBITDA is used to track our performance and assess the TIG Entities’ ability to service their borrowings. EBITDA is derived from and reconciled to, but not equivalent to its most directly comparable GAAP measure of net income. EBITDA differs from net income calculated in accordance with GAAP as it adjusts for (i) interest expense, (ii) income tax expense and (iii) depreciation and amortization expense.

(2)

Adjusted EBITDA is used to track our performance and assess the TIG Entities’ ability to service their borrowings. Adjusted EBITDA is derived from and reconciled to, but not equivalent to its most directly comparable GAAP measure of net income. Adjusted EBITDA is EBITDA plus (i) transaction expenses associated with the Business Combination in 2021, (ii) an accrual recorded in 2020 for a legal action that was settled in July 2021, (iii) a legal settlement recorded in 2020, and (iv) fair value adjustments to strategic investments.

(3)	Economic EBITDA is used to track our performance and assess the TIG Entities’ ability to service their borrowings. Economic EBITDA represents Adjusted EBITDA less (i) profit share participation of an affiliate’s interest.

We use EBITDA, Adjusted EBITDA and Economic EBITDA as non-US GAAP measures to track our performance and assess the TIG Entities’ ability to service their borrowings. We believe all three non-GAAP measures provide useful information to investors to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. EBITDA, Adjusted EBITDA, and Economic EBITDA as presented in this proxy statement/ prospectus are supplemental measures of our performance that are not required by, or presented in accordance with, US GAAP. For more information, see “Presentation of Certain Financial Information.”

 

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The following tables present the reconciliation of GAAP to non-GAAP metrics:

 

		For the Three Months Ended March 31,
($ amounts in thousands)		2022				2021
Net income		$	5,468			$	12,106
Adjustments:
Interest expense			523				561
Income tax expense			450				150
Depreciation and amortization expense			41				41
EBITDA			6,482				12,858
Adjustments to EBITDA:
Transaction expenses(a)			487				—
Fair value adjustments to strategic investments(c)			(2,737	)			(5,359	)
Adjusted EBITDA			4,232				7,499
Affiliate profit-share in TIG Arbitrage(d)			(1,923	)			(2,777	)
Economic EBITDA		$	2,309			$	4,722

 

		For the Years Ended December 31,
($ amounts in thousands)		2021				2020
Net income		$	68,549			$	42,558
Adjustments:
Interest expense			2,240				2,363
Income tax expense			1,457				748
Depreciation and amortization expense			165				165
EBITDA			72,411				45,834
Adjustments to EBITDA:
Transaction expenses(a)			2,033				—
Legal settlement and related legal fees(b)			565				6,313
Fair value adjustments to strategic investments(c)			(15,444	)			(7,670	)
Adjusted EBITDA			59,565				44,477
Affiliate profit-share in TIG Arbitrage(d)			(25,080	)			(19,999	)
Economic EBITDA		$	34,485			$	24,478

 

(a)	Represents adjustment for transaction expenses related to the Business Combination, in order to reflect our recurring performance.

(b)

In 2020, represents an adjustment for an accrual recorded for a legal action that was settled in July 2021. In 2021, represents legal fees incurred in connection with this legal action. For further detail on the legal settlement, refer to Note 13, “Legal settlement,” of the Notes to TIG Entities Financial Statements as of and for the years ended December 31, 2021 and 2020.

(c)	Represents add-back of unrealized (gains) / losses on the TIG Entities’ investments.

(d)

Represents adjustment for an affiliate’s profit-share participation in TIG Arbitrage as the TIG Entities’ controlling shareholders are not entitled to such net income. The entire amount of net income earned from TIG Arbitrage is included in income the Company’s statement of operations, of which Class D-1 members are entitled to 49.37% of the net profits and losses as discussed further in Note 11, “Members’ Capital,” of the Notes to the Combined and Consolidated Financial Statements of the TIG Entities. The profit-share participation is described in more detail under ”Business of Alvarium Tiedemann — Fund Management Fees.”

 

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SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ALVARIUM

The following table shows summary historical financial information of Alvarium for the periods and as of the dates indicated presented in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and the Republic of Ireland” (or “UK GAAP”).

The summary historical financial information of Alvarium as of March 31, 2022 and December 31, 2021 and for the three months ended March 31, 2022 and 2021 and for the years ended December 31, 2021 and 2020 was derived from the historical consolidated financial statements of Alvarium included elsewhere in this proxy statement/prospectus.

The following summary historical financial information should be read together with the consolidated financial statements, accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Alvarium” appearing elsewhere in this proxy statement/prospectus. The summary historical consolidated financial information in this section is not intended to replace Alvarium’s consolidated financial statements and the related notes. Alvarium’s historical results are not necessarily indicative of Alvarium’s future results.

As explained elsewhere in this proxy statement/prospectus, the financial information contained in this section relates to Alvarium, prior to and without giving pro-forma effect to the impact of the Business Combination and, as a result, the results reflected in this section may not be indicative of the results of Alvarium Tiedemann going forward. See the sections entitled “Business of Alvarium Tiedemann” and “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus.

Selected Financial Information

 

(£ amounts in thousands)		March 31, 2022				December 31, 2021
Consolidated statement of financial position data
Net current assets			10,437				9,066
Creditors: amounts falling due within one year			(42,652	)			(40,904	)
Creditors: amounts falling due after more than one year			—				—
Total capital and reserves			56,740				56,305

 

		For the years ended December 31,
		2021				2020
Consolidated statement of financial position data
Net current assets		£	9,066			£	20,692
Creditors: amounts falling due within one year			(40,904	)			(16,667	)
Creditors: amounts falling due after more than one year			—				(9,058	)
Total capital and reserves			56,305				62,387

 

61

		For the three months ended March 31,
(£ amounts in thousands)		2022				2021
Consolidated statements of comprehensive income
Turnover		£	21,082			£	14,089
Cost of sales			13,785				10,296
Gross profit			7,297				3,793
Profit (loss) before taxation			779				424
Income tax benefit (expense)			(749	)			1,788
Profit (loss) for the financial year			30				2,212
Profit (loss) for the financial year attributable to the owners of the parent company			38				1,907
Profit (loss) for the financial year attributable to non-controlling interest			(8	)			305

 

		For the years ended December 31,
(£ amounts in thousands)		2021				2020
Consolidated statements of comprehensive income
Turnover		£	75,164			£	52,263
Cost of sales			50,416				40,032
Gross profit			24,748				12,231
Profit (loss) before taxation			1,409				(3,692	)
Income tax benefit (expense)			536				315
Profit (loss) for the financial year		£	1,945			£	(3,377	)
Profit (loss) for the financial year attributable to the owners of the parent company			1,123				(4,845	)
Profit (loss) for the financial year attributable to non- controlling interest			822				1,468

Selected Operating Metrics

 

		For the three months ended March 31,
(£ amounts in thousands)		2022				2021
EBITDA(1)			2,469				2,335
Adjusted EBITDA(2)			4,314				2,774

 

		For the years ended December 31,
(£ amounts in thousands)		2021				2020
EBITDA(1)			9,292				3,145
Adjusted EBITDA(2)			18,937				4,679

 

(1)

EBITDA is used to track our performance. EBITDA is derived from and reconciled to, but not equivalent to its most directly comparable UK GAAP measure of profit (loss) for the financial period. EBITDA differs from profit (loss) for the financial period calculated in accordance with UK GAAP as it adjusts for (i) interest expense, net, (ii) income tax (benefit) / expense and (iii) depreciation and amortization expense.

(2)

Adjusted EBITDA is used to track our performance. Adjusted EBITDA is derived from and reconciled to, but not equivalent to its most directly comparable UK GAAP measure of profit (loss) for the financial period. Adjusted EBITDA is EBITDA plus (i) joint ventures and associates EBITDA, (ii) equity settled

 

62