Item 1.01 Entry into a Material Definitive Agreement.
Business Combination Agreement
On
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. 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, a copy of which is filed with this Current Report on Form 8-K as Exhibit 2.1 and is incorporated herein by reference.
Structure of the Business Combination
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 (the "Closing"
and, the date on which the Closing occurs, the "Closing Date"), 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 will be wholly owned 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 (the "TWMH/TIG Entities Reorganization"); 1 (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, SPAC will domesticate as a corporation formed under the laws of theState of Delaware and deregister as an exempted company incorporated under the laws of theCayman Islands (the "Domestication"), and each Class A ordinary share of SPAC outstanding will be converted into the right to receive one share of Class A common stock of SPAC (the "SPAC Class A Common Stock"); (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 in each of its Affiliated Managers, and (b) TIG GP will distribute to Umbrella all of the issued and outstanding shares or interests that it holds in its Affiliated Manager; (v) at the Closing, each Alvarium Shareholder will exchange his, her or its (a) Ordinary Shares of Alvarium Topco and (b) Class A Shares of Alvarium Topco for shares of SPAC 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 SPAC; (vi) 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 SPAC (the "Umbrella Merger"); (vii) pursuant to the Umbrella Merger, SPAC will receive Class A Units of Umbrella and will become the sole manager of Umbrella and the members of Umbrella will receive cash, ClassB Units of Umbrella and an equal number of shares of SPAC Class B Common Stock (which will have voting rights, but no economic rights); and (viii) at the Closing, following the Alvarium Exchange and the Umbrella Merger, SPAC and Umbrella will enter into the Alvarium Contribution Agreement, pursuant to which (a) SPAC 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, whereuponAlvarium Holdings LLC (to be renamedAlvarium Tiedemann Holdings, LLC ) will become the wholly owned direct subsidiary of Umbrella, and SPAC will be renamed "Alvarium Tiedemann Holdings, Inc. "
(b) Concurrently with the execution and delivery of the Business Combination
Agreement, SPAC 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 SPAC Class A Common Stock for an aggregate purchase price of$164,999,807 , in a private placement or placements (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 Business Combination
Agreement, SPAC, 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 Business Combination
Agreement, SPAC,CGC Sponsor LLC , aCayman Islands limited liability company ("Sponsor"), Alvarium, TWMH and the TIG Entities entered into the Sponsor Support Agreement (the "Sponsor Support Agreement"), described in more detail below; 2 (e) At the Closing, SPAC, certain SPAC 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, SPAC, the TWMH Members, the TIG GP Members and the TIG MGMT
Members will enter into a Tax Receivable Agreement (the "Tax Receivable Agreement"); and
(g) Prior to or at the Closing but effective as of and conditioned upon the
Closing, each of the Alvarium Specified Employees, the TWMH Specified Employees and the TIG Entities Specified Employees will enter into an Executive Employment and Restrictive Covenant Agreement with SPAC 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 withMichael Tiedemann was executed concurrently with the Business Combination Agreement. Earn-Out
Alvarium Shareholders Earn-Out Consideration. Following the Closing, in addition
to the consideration to be received in connection with the Alvarium Exchange,
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 SPAC Class A Common Stock equals or exceeds
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein. In connection with the Closing, Parent will
issue 16,936,715 shares of SPAC Class A Common Stock to
Additional Information and Where to Find It
In connection with the proposed Business Combination, SPAC intends to file with
the
23 No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a "solicitation" as defined in Section 14 of the Exchange Act. This Current Report on Form 8-K does not constitute an offer, or a solicitation of an offer, to buy or sell any securities, investment or other specific product, or a solicitation of any vote or approval, nor shall there be any sale of securities, investment or other specific product in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. Any private offering of securities in connection with the Business Combination (the "Securities") will not be registered under the Securities Act, and will be offered as a private placement to a limited number of "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) or institutional "accredited investors" (within the meaning of Rule 501(a) under the Securities Act). Accordingly, until registered for resale, the Securities must continue to be held until a subsequent disposition is exempt from the registration requirements of the Securities Act. Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption from registration under the Securities Act. The transfer of the Securities may also be subject to conditions set forth in an agreement under which they are to be issued. Investors should be aware that they might be required to bear the final risk of their investment for an indefinite period of time. Neither SPAC nor any Company is making an offer of the Securities in any state or jurisdiction where the offer is not permitted.
Participants in the Solicitation
SPAC, the Companies and their respective directors and executive officers may be
deemed participants in the solicitation of proxies from SPAC's stockholders with
respect to the proposed Business Combination. A list of the names of SPAC's
directors and executive officers and a description of their interests in SPAC is
contained in SPAC's final prospectus relating to its initial public offering,
dated
24 Forward-Looking Statements
Certain statements in this Current Report on Form 8-K may be considered
"forward-looking statements" within the meaning of the "safe harbor" provisions
of the
These forward-looking statements are based upon estimates and assumptions,
whether or not identified in this Current Report on Form 8-K, that, while
considered reasonable by SPAC, the Companies and their respective management, as
the case may be, are inherently uncertain and subject to material change. New
risks and uncertainties may emerge from time to time, and it is not possible to
predict all risk and uncertainties. Factors that may cause actual results to
differ materially from current expectations include, but are not limited to,
various factors beyond management's control, including (i) the inability to
complete the business combination in a timely manner or at all (including due to
the failure to receive required shareholder approvals, failure to receive
approvals or the failure of other closing conditions); (ii) the inability to
recognize the anticipated benefits of the proposed business combination; (iii)
the inability to obtain or maintain the listing of SPAC's shares on Nasdaq
following the business combination; (iv) costs related to the business
combination; (v) the risk that the business combination disrupts current plans
and operations as a result of the announcement and consummation of the business
combination; (vi) SPAC and the Companies' ability to manage growth and execute
business plans and meet projections; (vii) potential litigation involving SPAC
or any of the Companies; (viii) changes in applicable laws or regulations,
particularly with respect to wealth management and asset management; (ix)
general economic and market conditions impacting demand for SPAC's or the
Companies' services, and in particular economic and market conditions in the
financial services industry in the markets in which SPAC or any of the Companies
operate; and (x) other risks, uncertainties and factors set forth in the section
entitled "Risk Factors" and "Cautionary Note Regarding Forward-Looking
Statements" in SPAC's final prospectus relating to its initial public offering,
dated
Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this Current Report on Form 8-K, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein and the risk factors of SPAC and the Companies described above. None of SPAC or any Company undertakes any duty to update these forward-looking statements.
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Item9.01 Financial Statements and Exhibits.
(d) Exhibits. 2.1* Business Combination Agreement, dated as ofSeptember 19, 2021 , by and among SPAC, the Companies, Umbrella Merger Sub and Umbrella. 10.1* TWMH and TIG Member Support Agreement, dated as ofSeptember 19, 2021 , by and among SPAC, TWMH, the TIG Entities, the Key TWMH Members, the Key TIG GP Members and the Key TIG MGMT Members. 10.2 Sponsor Support Agreement, dated as ofSeptember 19, 2021 , by and among SPAC, TWMH, the TIG Entities and Alvarium. 10.3 Sponsor Recycling Commitment Agreement, dated as ofSeptember 19, 2021 , by and between SPAC and Sponsor. 10.4* Alvarium Exchange Agreement, dated as ofSeptember 19, 2021 , by and among SPAC, Alvarium and the Alvarium Shareholders. 10.5 Form of PIPE Subscription Agreement. 10.6 Side Letter, dated as ofSeptember 21, 2021 , by and between SPAC andIlWaddi Cayman Holdings . 10.7 Form of Option Agreement. 10.8 Form of Shareholder IRA. 10.9 Form of Voting IRA. 10.10 Tiedemann Employment Agreement, dated as ofSeptember 19, 2021 , by and between SPAC andMichael Tiedemann . 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). Parent 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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