ALVARIUM TIEDEMANN A Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
As previously announced, on
• at Closing, Cartesian shall, or shall cause CST to, simultaneously
(i) cancel a number of SPAC Class A Ordinary Shares held by Sponsor
equal to the number of the Sponsor Redemption Shares and (ii) issue
the Non-Redeeming Bonus Shares on a pro rata basis by number of
Non-Redeemed SPAC Class A Common Shares to the holders of such
Non-Redeemed SPAC Class A Common Shares;
• the term "Outside Date" shall mean January 4, 2023 ;
• 1,050,000 shares of the TWMH Members Earn-Out Consideration and
1,050,000 shares of the TIG Entities Members Earn-Out Consideration
shall be issued at Closing (as defined in the Business Combination
Agreement);
• a termination fee in an amount of $5,500,000 shall be payable by
Alvarium (severally and not jointly) to Cartesian, and a termination
fee in an aggregate amount of $11,000,000 shall be payable by the TIG
Entities and TWMH (jointly and severally) to Cartesian, if Cartesian
shall have terminated the Business Combination Agreement pursuant to
Section 12.01(b) thereof, as described more fully below under
"Termination Fee";
• on the Closing Date, immediately following the Alvarium Exchange
Effective Time but prior to the Umbrella Merger, Cartesian shall
contribute SPAC Class B Common Stock and cash to a newly formed wholly
owned Delaware corporation ("SPAC Holdings "), which SPAC Holdings
shall then contribute to Umbrella Merger Sub; and
• 11,788,132 shares of SPAC Class A Common Stock shall be initially
reserved for the post-combination company's equity incentive plan and
1,813,559 shares of SPAC Class A Common Stock shall be initially
reserved for the post-combination company's employee stock purchase
plan.
• In addition, the form of Registration Rights and Lock-Up Agreement
attached as Exhibit F to the Business Combination Agreement was
amended to reduce from 100% to 50% the percentage of Lock-Up Shares
held by the Inactive Target Holders (as defined therein) that are
restricted from transfer thereunder.
Certain Definitions
• "Non-Redeemed SPAC Class A Common Shares" means the shares of SPAC
Class A Common Stock issued in respect of the SPAC Ordinary Shares
held by SPAC Shareholders (excluding, for the avoidance of doubt, SPAC
Ordinary Shares that are subject to the SPAC Share Redemption, shares
of SPAC Class A Common Stock issued in respect of the SPAC Class B
Ordinary Shares, and any shares of SPAC Class A Common Stock issued as
Alvarium Shareholders Share Consideration or Aggregate Voting Share
Consideration).
• "Non-Redeeming Bonus Shares" means a number of newly issued shares of
SPAC Class A Common Stock equal to the product of (a) the number of
Sponsor Redemption Shares forfeited and cancelled pursuant to
Section 3 of the Sponsor Support Agreement multiplied by (b) a
fraction (i) the numerator of which is the number of Non-Redeemed SPAC
Class A Common Shares and (ii) the denominator of which is the sum of
the number of Non-Redeemed SPAC Class A Common Shares and the number
of Private Placement Shares.
• "Private Placement Shares" means the shares of SPAC Class A Common
Stock initially subscribed for pursuant to the Private Placements, not
taking into account any additional shares of SPAC Class A Common Stock
issued by amendment thereof.
• "Sponsor Redemption Shares" means the 2,850,000 SPAC Class B Ordinary
Shares held by the Sponsor and subject to forfeiture pursuant to
Section 3 of the Sponsor Support Agreement.
The terms of the Business Combination Agreement, which contains customary representations and warranties, covenants, closing conditions and other terms relating to the transactions contemplated thereby (collectively, the "Business Combination"), are summarized below. As the Business Combination Agreement amends and restates the Original Business Combination Agreement,
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certain references to the Business Combination Agreement that are contained in the summaries below are intended to refer to the Original Business Combination Agreement, as the context requires. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.
Structure of the Transaction
The Business Combination will be structured as follows:
(a) Pursuant to the Business Combination Agreement:
(i) prior to the closing of the Business Combination Agreement, TWMH
and the TIG Entities will take, or cause to be taken, all actions
necessary to implement a reorganization such that TWMH and the TIG
Entities 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;
(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;
(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 , pursuant to which 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 and Cartesian will be renamed "Alvarium
Tiedemann Holdings, Inc. ";
(iv) at the Closing, TIG MGMT, TIG GP and Umbrella will enter into the
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, (a) each Alvarium Shareholder (other than the
Alvarium Class C Shareholder will exchange his, her or its (1)
ordinary shares of Alvarium Topco and (2) Class A Shares of
Alvarium Topco and (b) the Alvarium Class C Shareholder will
exchange his, her or its Alvarium Class C Share , and upon the
consummation of the Alvarium Exchange and the Alvarium Class C
Shareholder Exchange, Alvarium Topco will become a direct
wholly-owned subsidiary of Cartesian;
(vi) at the Closing, Cartesian shall contribute shares of Class B
Common Stock and cash to a newly formed wholly owned Delaware
corporation;
(vii) 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 Cartesian;
(viii) at the Closing, following the Alvarium Exchange and the Umbrella
Merger, Cartesian and Umbrella will enter into the Alvarium
Contribution Agreement, pursuant to which (a) Cartesian will
contribute all of the issued and outstanding shares of Alvarium
Topco that it holds to Umbrella, (b) upon the consummation of
the Alvarium Contribution, Alvarium Topco will become a
wholly-owned subsidiary of Umbrella, and (c) following the
Closing, Alvarium Topco will be liquidated, whereupon Alvarium
Holdings LLC (to be renamed Alvarium Tiedemann Holdings, LLC )
will become the wholly owned direct subsidiary of Umbrella; and
(ix) at the Closing, in accordance with the Sponsor Support Agreement,
Cartesian will simultaneously (i) cancel a number of SPAC Class A
Ordinary Shares held by Sponsor equal to the number of Sponsor
Redemption Shares and (ii) issue the Non-Redeeming Bonus Shares to
holders of Non-Redeemed Cartesian Class A Common Shares on a
pro-rata basis based on the number of Non-Redeemed SPAC Class A
Common Shares held by such holders.
(b) Concurrently with the execution and delivery of the Original Business
Combination Agreement, Cartesian entered into Subscription Agreements
with certain investors pursuant to which such investors, upon the
terms and subject to the conditions set forth therein, will purchase,
following the Domestication, 16,836,715 shares of Class A Common Stock
for an aggregate purchase price of $164,999,807 , in a private
placement or placements (as amended by PIPE Subscription Agreement
Amendments (as defined below)), the "Initial Private Placements") to
be consummated immediately prior to the consummation of the Business
Combination;
(c) Concurrently with the execution and delivery of the Original Business
Combination Agreement, Cartesian, Alvarium, TWMH, the TIG Entities,
the Key TWMH Members, the Key TIG GP Members and the Key TIG MGMT
Members entered into the Member Support Agreement (the "TWMH and TIG
Member Support Agreement"), described in more detail below;
(d) Concurrently with the execution and delivery of the Original Business
Combination Agreement, Cartesian, CGC Sponsor LLC , a Cayman Islands
limited liability company ("Sponsor"), Alvarium, TWMH and the TIG
Entities entered into the Sponsor Support Agreement (as amended by the
Sponsor Support Agreement Amendment (as defined below)), the "Sponsor
Support Agreement"), described in more detail below;
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(e) At the Closing, Cartesian, certain Cartesian Shareholders (including
Sponsor), the Alvarium Shareholders, the TWMH Members, the TIG GP
Members and the TIG MGMT Members will enter into a Registration Rights
and Lock-Up Agreement (the "Registration Rights and Lock-Up
Agreement");
(f) At the Closing, Cartesian, the TWMH Members, the TIG GP Members and
the TIG MGMT Members will enter into a Tax Receivable Agreement; and
(g) Prior to or at the Closing but effective as of and conditioned upon
the Closing, the TWMH Specified Employees and the TIG Entities
Specified Employees will enter into an Executive Employment and
Restrictive Covenant Agreement with Cartesian or its Subsidiaries, the
terms and conditions of which will be (i) mutually agreed among the
parties between the date of the Business Combination Agreement and the
Closing Date and (ii) customary for a public company (collectively,
the "Employment Agreements"), except that the Employment Agreement
with Michael Tiedemann was executed concurrently with the Original
Business Combination Agreement.
Non-Redeeming Bonus Shares
Unlike most other business combinations with special purpose acquisition companies, the Business Combination is structured to provide public holders of SPAC Class A Ordinary Shares that do not redeem their shares and investors in the Private Placements with a right to a pro rata pool of additional SPAC Class A Common Stock created through the forfeiture of shares by the Sponsor. Neither the equityholders of the Companies nor the Sponsor will get the benefit of such additional shares due to, in the case of equityholders of the Companies, their interests as equityholders of the Companies, or, in the case of the . . .
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
2.1* Amended and Restated Business Combination Agreement, dated as of
October 25, 2022 , by and among Cartesian, the Companies, Umbrella Merger
Sub and Umbrella.
10.1 Amendment No. 1 to the Sponsor Support Agreement, dated as of
October 25, 2022 , by and among Cartesian, TWMH, the TIG Entities and
Alvarium.
10.2 Form of Amendment to Subscription Agreement.
10.3 Form of Amendment to Option Agreement.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
* Certain exhibits and schedules to this Exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). Cartesian agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the
Securities and Exchange Commission upon its request.
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