As filed with the Securities and Exchange Commission on June 30, 2026
Registration No. 333-
Delaware | 92-1552220 | ||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||
Large accelerated filer | ☐ | Accelerated filer | ☒ | ||||||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||
Emerging growth company | ☒ | ||||||||

• | our projected financial information, growth rate, and market opportunity; |
• | our ability to grow and manage growth profitably; |
• | our ability to raise financings and consummate investments in the future, if and when needed; |
• | our success in retaining or recruiting, or adapting to changes in, our officers, key employees, or directors; |
• | our ability to attract and retain our senior management and other highly qualified personnel; |
• | our ability to achieve or maintain profitability; |
• | the period over which we anticipate our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements; |
• | our ability to successfully protect against security breaches, ransomware attacks, and other disruptions to our information technology structure; |
• | the impact of increased scrutiny from our clients with respect to the societal and environmental impact of investments we make; |
• | the impact of changes in international trade law or policy, including tariffs and restrictions on foreign investment in the United States or U.S.-based businesses and financial institutions in other countries; |
• | the impact of other applicable laws and regulations, whether in the United States, United Kingdom or other foreign countries, and any anticipated or actual changes thereof, on us; |
• | our ability to successfully compete against other companies; |
• | our estimates regarding expenses, future revenue, capital requirements, and needs for additional financing; |
• | interest rate changes or volatility, inflation, as well as the effect of economic downturns and political and market conditions beyond our control, including a reduction in consumer discretionary spending that could adversely affect our business, financial condition, results of operations and prospects; |
• | the impact of our dependence on leverage by certain funds, underlying investment funds and portfolio companies and related volatility; |
• | the impact of any defaults by third-party investors; |
• | the effects of any failure to comply with investment guidelines of our clients, failure or circumvention of our controls and procedures, or any insufficiencies in the due diligence process that we undertake in connection with investments; |
• | the impact of any termination or non-renewal of our investment advisory contracts; |
• | the effect of any future pandemics on the foregoing; and |
• | other factors detailed under the section entitled “Risk Factors.” |
Shares of Class A Common Stock Beneficially Owned Prior to Offering | Shares of Class A Common Stock Offered | Shares of Class A Common Stock Beneficially Owned after the Offered Shares are Sold | |||||||||||||
Selling Securityholder | Number | Percent | Number | Percent | |||||||||||
Hui May Yan Anthonia(1) | 1,603,164 | 1.4% | 1,557,164 | 46,000 | * | ||||||||||
Leonardo Drago(2) | 1,533,315 | 1.4% | 1,496,099 | 37,216 | * | ||||||||||
* | Less than 1%. |
(1) | The address of Hui May Yan Anthonia is 20 Cove Grove, Singapore 098131. |
(2) | The address of Leonardo Drago is 20 Cove Grove, Singapore 098131. Of the 1,533,315 shares of Class A Common Stock reported as beneficially owned by Leonardo Drago prior to the offering, 1,496,099 shares are held directly by Mr. Drago and 37,216 shares are held of record by Elysium Holdings Enterprises Ltd., an investment holding company. Mr. Drago may be deemed to beneficially own the 37,216 shares held by such entity. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter distribution in accordance with the rules of Nasdaq; |
• | through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | through one or more underwritten offerings on a firm commitment or best efforts basis; |
• | settlement of short sales entered into after the date of this prospectus; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share; |
• | in “at the market offerings”, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | the specific securities to be offered and sold; |
• | the names of the selling securityholders; |
• | the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering; |
• | settlement of short sales entered into after the date of this prospectus; |
• | the names of any participating agents, broker-dealers or underwriters; and |
• | any applicable commissions, discounts, concessions and other items constituting compensation from the selling securityholders. |
• | Our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026; |
• | Definitive proxy statement on Schedule 14A (other than information furnished rather than filed), filed with the SEC on April 30, 2026, as supplemented on May 1, 2026 and May 29, 2026; |
• | Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 11, 2026; |
• | Our Current Reports on Form 8-K, filed with the Commission on March 31, 2026, June 18, 2026 and June 25, 2026 (to the extent filed and not furnished); and |
• | The description of our Class A common stock contained as Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026, including all amendments and reports filed for the purpose of updating such description. |
Item 14. | Other Expenses of Issuance and Distribution. |
Expense | Amount | ||
SEC registration fee | $1,336.65 | ||
Printing fees and expenses | * | ||
Accounting fees and expenses | * | ||
Legal fees and expenses | * | ||
Registrar and transfer agent fees | * | ||
Miscellaneous fees and expenses | * | ||
Total | $1,336.65 | ||
* | These fees and expenses are calculated based on the amount of securities offered and accordingly cannot be estimated at this time. |
Item 15. | Indemnification of Directors and Officers. |
Item 16. | Exhibits. |
Exhibit Number | Description | ||
1.1** | Form of Underwriting Agreement. | ||
Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 9, 2023). | |||
Certificate of Amendment to the Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 31, 2024). | |||
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.3 to the Company’s Annual Report on Form 10-K/A filed April 5, 2024). | |||
Description of Registrant’s Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K filed on March 31, 2026). | |||
Opinion of Goodwin Procter LLP. | |||
Consent of KPMG LLP, independent registered public accounting firm. | |||
Consent of Goodwin Procter LLP (included as part of Exhibit 5.1). | |||
24.1* | Power of Attorney (included on signature page). | ||
Filing Fee Table. | |||
* | Filed herewith. |
** | To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report on Form 8-K in connection with the offering of securities. |
Item 17. | Undertakings. |
(a) | The undersigned registrant hereby undertakes: |
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by Section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i), (ii), and (iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(4) | That, for the purpose of determining liability under the Securities Act to any purchaser: |
(i) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
(ii) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date. |
(5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
ALTI GLOBAL, INC. | ||||||
By: | /s/ Nancy Curtin | |||||
Name: | Nancy Curtin | |||||
Title: | Interim Chief Executive Officer | |||||
Signature | Title | Date | ||||
/s/ Nancy Curtin | Interim Chief Executive Officer and Director (Principal Executive Officer) | June 30, 2026 | ||||
Nancy Curtin | ||||||
/s/ Patrick Keenan | Chief Financial Officer (Principal Financial and Principal Accounting Officer) | June 30, 2026 | ||||
Patrick Keenan | ||||||
/s/ Ali Bouzarif | Director | June 30, 2026 | ||||
Ali Bouzarif | ||||||
/s/ Nazim Cetin | Director | June 30, 2026 | ||||
Nazim Cetin | ||||||
/s/ Norma Corio | Director | June 30, 2026 | ||||
Norma Corio | ||||||
/s/ Mark Furlong | Director | June 30, 2026 | ||||
Mark Furlong | ||||||
/s/ Timothy Keaney | Director | June 30, 2026 | ||||
Timothy Keaney | ||||||
/s/ Andreas Wimmer | Director | June 30, 2026 | ||||
Andreas Wimmer | ||||||